Exhibit 10.4
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                          SUBORDINATED CREDIT AGREEMENT


                           Dated as of August 31, 2000

                                      among

                                BARCLAYS BANK PLC
                                  222 Broadway
                               New York, NY 10038

                                     as Bank

                                       and

                         CHADMOORE WIRELESS GROUP, INC.
                             a Colorado corporation
                             2875 East Patrick Lane
                             Las Vegas, Nevada 89120


              (AND ANY OF ITS SUBSIDIARIES WHO MAY BECOME PARTIES)
                                  as Borrowers


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<PAGE>
         This SUBORDINATED  CREDIT AGREEMENT,  dated as of August 31, 2000 (this
"Agreement"), is entered into by and among BARCLAYS BANK PLC ("Bank"), CHADMOORE
WIRELESS  GROUP,  INC.  ("Chadmoore"),  and any of its  SUBSIDIARIES  LISTED  ON
SCHEDULE  1 HERETO  (collectively,  the  "Chadmoore  Subsidiaries")  who  become
parties pursuant to Section  6.01(g)(i) (such Chadmoore  Subsidiaries,  together
with Chadmoore, the "Borrowers").

                                    ARTICLE I

                                 INTERPRETATION

1.01. Certain  Definitions.  Unless otherwise indicated in this Agreement or any
other Operative  Document,  the following terms,  when used in this Agreement or
any other Operative Document, shall have the following respective meanings:

         "Adjusted Base Rate" means,  for any day, a rate per annum equal to the
greater  of (a) the Prime Rate in effect on such day and (b) the  Federal  Funds
Effective  Rate in effect on such day plus 1/2 of 1%. Any change in the Adjusted
Base Rate due to a change in the Prime Rate or the Federal Funds  Effective Rate
shall be effective  from and including the effective  date of such change in the
Prime Rate or the Federal Effective Rate, respectively.

         "Adjusted  Consolidated  Tangible Net Worth" shall mean, as of any date
of  determination,  the sum of the capital stock and additional  paid-in capital
plus  retained  earnings (or minus  accumulated  deficit) of  Chadmoore  and its
Subsidiaries  minus  intangible  assets,  on a consolidated  basis determined in
accordance with GAAP, plus the aggregate book value of all FCC Licenses owned by
Chadmoore and its Subsidiaries.

         "Adjusted LIBO Rate" means, with respect to any Eurodollar Loan for any
Interest Period, an interest rate per annum (rounded upwards,  if necessary,  to
the  next  1/16 of 1%)  equal to (a) the LIBO  Rate  for  such  Interest  Period
multiplied by (b) the Statutory Reserve Rate.

         "Affiliate"  with respect to any Person,  shall mean (i) any  director,
officer or  employee of such  Person,  (ii) any Person  directly  or  indirectly
controlling  or  controlled by or under direct or indirect  common  control with
such Person, and (iii) any Person  beneficially  owning or holding 5% or more of
any class of voting  securities of such Person or any  corporation of which such
Person beneficially owns or holds, in the aggregate,  5% or more of any class of
voting  securities  The  term  "control"  means  the  possession,   directly  or
indirectly,  of the power to direct or cause the direction of the management and
policies of a Person,  whether  through the ownership of voting  securities,  by
contract or otherwise.  The term "Affiliate," when used herein without reference
to any Person, shall mean an Affiliate of Chadmoore.

         "Agreement"  has the  meaning  given to that  term in the  introductory
paragraph hereof.

         "Bank" has the meaning given to that term in the introductory paragraph
hereof.

         "Borrowers"  has the  meaning  given to that  term in the  introductory
paragraph hereof.


                                       -1-
<PAGE>

         "Business  Day"  shall mean any day other  than a  Saturday,  Sunday or
public  holiday  under  the laws of New York or Nevada or any other day on which
banking institutions are authorized or obligated to close in New York or Nevada.

         "Chadmoore"  has the  meaning  given to that  term in the  introductory
paragraph hereof.

         "Chadmoore  Subsidiaries"  has the  meaning  given to that  term in the
introductory paragraph hereof.

         "Change in Law" means (a) the adoption of any law,  rule or  regulation
after the date of this Agreement,  (b) any change in any law, rule or regulation
or in the  interpretation or application  thereof by any Governmental  Authority
after the date of this  Agreement or (c) compliance by Bank (or, for purposes of
Section 2.06, by any lending office of Bank or by such Bank's  holding  company,
if any) with any  request,  guideline  or  directive  (whether or not having the
force of law) of any  Governmental  Authority  made or issued  after the date of
this Agreement.

         "Claim" has the meaning given to that term in Section 10.03.

         "Collateral"  has  the  meaning  given  to that  term  in the  Security
Agreement.

         "Commitment Fee" has the meaning given to that term in Section 2.10.

         "Commitment  Termination Date" means the earlier of (i) March 30, 2002,
(ii) the date of the closing under the Nextel  Agreement,  (iii)  termination of
the Nextel  Agreement  pursuant  to the terms  thereof,  or (iv) the time when a
voluntary  case is commenced  by any  Borrower or a  proceeding  is commenced by
seeking a decree or order for relief in respect of any Borrower is instituted in
a court of competent jurisdiction under any applicable bankruptcy, insolvency or
similar law.

         "Communications  Act" shall  mean the  Communications  Act of 1934,  as
amended and the rules and regulations issued thereunder,  as in effect from time
to time.

         "Consolidated  Income Tax  Expense"  shall  mean,  with  respect to any
period, the provision for federal,  state, local, foreign and other income taxes
of  Chadmoore  and  its   Subsidiaries  for  such  period  as  determined  on  a
consolidated basis in accordance with GAAP.

         "Consolidated  Interest  Expense"  shall  mean ,  with  respect  to any
period,  without  duplication,  the sum of (i) the interest expense of Chadmoore
and its  Subsidiaries  for such period as determined on a consolidated  basis in
accordance with GAAP,  including,  without  limitation,  (a) any amortization of
debt  discount,  (b)  the net  cost  under  interest  rate  hedging  arrangement
(including  any  amortization  of  discounts),  (c) the interest  portion of any
deferred payment obligation,  (d) all commissions,  discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance financing
and similar  transactions and (e) all capitalized interest and accrued interest,
(ii) the interest  component of capital leases paid, accrued and/or scheduled to
be paid or accrued by Chadmoore and its Subsidiaries during such period as



                                       -2-
<PAGE>

determined on a consolidated basis in accordance with GAAP, (iii) the portion of
any rental obligation in respect of any sale/leaseback  transaction allocable to
interest  expense  (determined as if such were treated as a capital lease),  and
(iv) the amount of dividends and  distributions in respect of Preferred Stock or
Disqualified  Stock  paid by  Chadmoore's  Subsidiaries  to a Person  other than
Chadmoore or any Subsidiary of Chadmoore or by Chadmoore during such period.

         "Consolidated  Net Income" shall mean, with respect to any period,  the
net  income  (or  loss)  of  Chadmoore  and its  Subsidiaries  for  such  period
determined on a consolidated  basis in accordance  with GAAP,  adjusted,  to the
extent  included  in  calculating  such  consolidated  net  income  (or loss) by
excluding, without duplication,  (i) all extraordinary,  unusual or nonrecurring
gains or losses  and all gains or losses  from  sales or other  dispositions  of
assets out of the ordinary  course of business (net of taxes,  fees and expenses
relating to the  transaction  giving rise  thereto) for such  period,  (ii) that
portion of such net income (or loss)  derived from or in respect of  Investments
in Persons other than Chadmoore's Subsidiaries, except to the extent of any cash
dividends actually received by Chadmoore or a Subsidiary of Chadmoore  (subject,
in the  case  of any  Subsidiary,  to the  provisions  of  clause  (vi)  of this
definition); (iii) any gain or loss, net of taxes, realized upon the termination
of any employee  pension  benefit plan during such period,  (iv) that portion of
such net income (or loss) allocable to minority  interests in any Subsidiary for
such  period,  (v) net  income  (or  loss) of any  other  Person  combined  with
Chadmoore or any Subsidiary on a "pooling of interests"  basis  attributable  to
any  period  prior to the date of  combination  and (vi) the net  income  of any
Subsidiary  for such period to the extent that the  declaration  of dividends or
similar  distributions  by that  Subsidiary  of that  income  is not at the time
permitted,  directly or indirectly,  by operation of the terms of its charter or
any  agreement,   instrument,   judgment,   decree,   order,  statute,  rule  or
governmental regulations applicable to that Subsidiary or its stockholders.

         "Consolidated  Operating  Cash Flow"  shall mean,  with  respect to any
period,   Consolidated  Net  Income  for  such  period  (a)  increased  (without
duplication),  to the extent  deducted  in  arriving  at such  Consolidated  Net
Income, by the sum of (i) Consolidated  Income tax expense for such period; (ii)
Consolidated   Interest  Expense  for  such  period;  and  (iii)   depreciation,
amortization  and any other  non-cash items for such period of Chadmoore and its
Subsidiaries  (other than any non-cash item which  requires the accrual of, or a
reserve for, cash charges for any future period), including, without limitation,
amortization of capitalized debt issuance costs for such period,  all determined
on a  consolidated  basis in  accordance  with GAAP,  and (b)  decreased  by any
non-cash items (including non-recurring gains and non-recurring items of income)
to the extent they increased  Consolidated Net Income for such period (including
any partial or complete reversal of reserves taken in a prior period).

         "Consolidated  Total  Indebtedness"  shall  mean  as  of  any  date  of
determination,  an amount equal to the aggregate  amount of all  Indebtedness of
Chadmoore and its Subsidiaries outstanding as of such date of determination.

         "Credit Amount" shall mean the maximum amount that Bank is committed to
lend under the terms of this Agreement.



                                       -3-
<PAGE>

         "Current  Assets" shall mean the aggregate amount of the current assets
of Chadmoore and its Subsidiaries  which would be set forth on the balance sheet
of Chadmoore in accordance with GAAP.

         "Current  Liabilities"  shall mean the aggregate  amount of the current
liabilities  of Chadmoore and its  Subsidiaries  which would be set forth on the
balance  sheet of Chadmoore in accordance  with GAAP,  excluding (i) the current
portion  of the Loans  made  pursuant  to this  Agreement  and (ii) the  current
portion of Indebtedness to the Senior Lender.

         "Default"  shall mean any event  which with the  passing of time or the
giving of notice or both would become an Event of Default hereunder.

         "Disclosure  Schedule" shall mean the disclosure  schedule  attached as
Schedule 3 to the Senior Loan Agreement.

         "Disqualified  Stock"  means,  with respect to any Person,  any capital
stock  which,  by its terms (or by the terms of any  security  into  which it is
convertible  or for  which it is  exchangeable),  or upon the  happening  of any
event,  matures or becomes  mandatorily  redeemable,  pursuant to a sinking fund
obligation or otherwise,  or becomes exchangeable for Indebtedness at the option
of the  holder  thereof,  or  becomes  redeemable  at the  option of the  holder
thereof,  in whole or in part,  on or prior to the  final  maturity  date of the
Loans.

         "Environmental  Law" shall mean the Resource  Conservation and Recovery
Act  of  1987,  the  Comprehensive  Environmental  Response,   Compensation  and
Liability Act, and any other federal,  state,  local,  foreign or  international
statute,  law, ordinance,  code, rule,  regulation,  order, writ,  judgment,  or
decree (in each case having the force of law) (i) regulating, imposing liability
or standards of conduct  concerning the manufacture,  processing,  distribution,
use,  treatment,  storage,  disposal,  transport,  or handling of any  Hazardous
Material,  as now or at any time hereafter in effect,  or (ii) pertaining to the
protection of the health and safety of employees or the public.

         "Equity  Securities"  of any Person  shall  mean (a) all common  stock,
preferred stock,  participations,  shares, partnership interests or other equity
interests in and of such Person (regardless of how designated and whether or not
voting or non-voting) and (b) all warrants,  options and other rights to acquire
any of the foregoing.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended from time to time,  and including any rules or  regulations  promulgated
thereunder.

         "ERISA  Affiliate"  has  the  meaning  given  to that  term in  Section
3.01(m).

         "Event of Default" has the meaning given to that term in Section 9.01.

         "Facility"  shall mean any facility being operated by the Borrowers and
their  Subsidiaries  in connection  with the  management  and operation of their
business.



                                       -4-
<PAGE>

         "FCC" shall mean the Federal Communications Commission or any successor
thereto.

         "FCC  Licenses"  shall  mean  any  FCC  license,  permit,  certificate,
ordinance, approval or other authorization,  or any renewal or extension thereof
issued by the FCC.

         "FCC Rules" shall mean the rules, regulations and policies of the FCC.

         "Federal Funds Effective Rate" means, for any day, the weighted average
(rounded  upwards,  if  necessary,  to the  next  1/100  of 1%) of the  rates on
overnight Federal funds  transactions with members of the Federal Reserve System
arranged by Federal funds brokers,  as published on the next succeeding Business
Day by the  Federal  Reserve  Bank  of New  York,  or,  if  such  rate is not so
published for any day that is a Business Day, the average (rounded  upwards,  if
necessary,  to the  next  1/100 of 1%) of the  quotations  for such day for such
transactions received by the Bank from three Federal funds brokers of recognized
standing selected by it.

         "Federal  Reserve  Board"  means the Board of  Governors of the Federal
Reserve System or any successor thereto.

         "Financial  Statements"  shall  mean,  with  respect to any  accounting
period for any Person, statements of operations, retained earnings and cash flow
of such Person for such period,  and balance sheets of such Person as of the end
of such period,  setting forth in each case in comparative  form figures for the
corresponding  period in the preceding fiscal year if such period is less than a
full fiscal year or, if such period is a full fiscal year, corresponding figures
from the  preceding  fiscal  year,  all  prepared  in  reasonable  detail and in
accordance with GAAP.  Unless otherwise  indicated,  each reference to Financial
Statements  of any  Person  shall be  deemed  to refer to  Financial  Statements
prepared on a consolidated basis.

         "Funding  Date"  shall  mean  any date on which a Loan is made to or on
account of a Borrower under this Agreement.

         "GAAP"  shall  mean  generally  accepted   accounting   principles  and
practices  as in  effect in the  United  States  of  America  from time to time,
consistently applied.

         "Governmental  Authority" shall mean any domestic or foreign  national,
state or local government,  any political  subdivision  thereof, any department,
agency,  authority  or  bureau  of any of the  foregoing,  or any  other  entity
exercising  executive,  legislative,   judicial,  regulatory  or  administrative
functions of or pertaining to government.

         "Guarantor" has the meaning given in the Guaranty.

         "Guaranty" means the Guaranty in the form attached hereto as Exhibit C.

         "Hazardous Material" means any hazardous,  dangerous or toxic material,
pollutant, waste or other substance, whether solid, liquid or gaseous in nature,
which is  regulated  by any  federal,  state,  local,  foreign or  international
governmental authority.



                                       -5-
<PAGE>

         "Indebtedness" shall mean, with respect to Chadmoore or any Subsidiary,
the aggregate amount of, without duplication, (a) all obligations of such Person
for  borrowed  money,  (b) all  obligations  of such Person  evidenced by bonds,
debentures,   notes  or  other  similar  instruments,   (c)  all  non-contingent
reimbursement or payment obligations with respect to Surety Instruments, (d) all
obligations  with  respect to capital  leases,  (e) all  obligations  created or
arising  under any  conditional  sale or other title  retention  agreement  with
respect to property acquired by such Person,  (f) all obligations of such Person
to pay the  deferred  purchase  price of property or services  (excluding  trade
payables aged less than 180 days),  (g) all obligations or liabilities of others
secured by a lien on any asset of such Person, whether or not such obligation or
liability is assumed, (h) all obligations or liabilities of others guaranteed by
such Person;  and (i) any other obligations or liabilities which are required by
GAAP to be shown as debt on the balance sheet of such Person.  Unless  otherwise
indicated,  the term "Indebtedness"  shall include all Indebtedness of Chadmoore
and the Subsidiaries.

         "Interest  Payment  Date" means (a) with respect to any Base Rate Loan,
the  last  Business  Day of each  calendar  month  and (b) with  respect  to any
Eurodollar Loan, the last Business Day of the Interest Period  applicable to the
Borrowing  of  which  such  Loan is a party  and,  in the  case of a  Eurodollar
Borrowing  with an Interest  Period of more than three  months'  duration,  each
Business  Day  prior to the last day of such  Interest  Period  that  occurs  at
intervals of three months' duration after the first day of such Interest Period.

         "Interest Period" means with respect to any Eurodollar  Borrowing,  the
period  commencing on the date of such  Borrowing and ending on the  numerically
corresponding  day in the calendar  month that is one, two,  three or six months
thereafter, as the Borrower may elect; provided, that (i) if any Interest period
would end on a day other than a Business  Day,  such  Interest  Period  shall be
extended  to the next  succeeding  Business  Day  unless  such  next  succeeding
Business Day would fall in the next calendar  month, in which case such Interest
Period shall end on the next preceding Business Day and (ii) any Interest Period
that  commences on the last  Business  Day of a calendar  month (or on a day for
which there is no  numerically  corresponding  day in the last calendar month of
such  Interest  Period)  shall end on the last Business Day of the last calendar
month of such  Interest  Period.  For purposes  hereof,  the date of a Borrowing
initially shall be the date on which such Borrowing is made and thereafter shall
be the  effective  date of the most recent  conversion or  continuation  of such
Borrowing.

         "Investment"  of any Person  shall mean any loan or advance of funds by
such Person to any other Person (other than advances to employees of such Person
for moving and travel expense,  drawing accounts and similar expenditures in the
ordinary  course of business),  any purchase or other  acquisition of any Equity
Securities or Indebtedness of any other Person, any capital contribution by such
Person to or any other investment by such Person in any other Person (including,
without  limitation,  any  Indebtedness  incurred  by such  Person  of the  type
described in clauses (a) and (b) of the definition of  "Indebtedness"  on behalf
of any other Person);  provided,  however,  that  Investments  shall not include
accounts receivable or other indebtedness owed by customers of such Person which
are  current  assets  and arose  from sales or  non-exclusive  licensing  in the
ordinary course of such Person's business.



                                       -6-
<PAGE>

         "LIBO Rate" means,  with respect to any  Eurodollar  Borrowing  for any
Interest Period,  the rate appearing on Page 3750 of the Telerate Service (or on
any  successor  or  substitute  page of such  Service,  or any  successor  to or
substitute  for such  Service,  providing  rate  quotations  comparable to those
currently provided on such page of such Service, as determined by Bank from time
to time for purposes of providing  quotations  of interest  rates  applicable to
U.S.  dollar deposits in the London  interbank  market) at  approximately  11:00
a.m.,  London time, two Business Days prior to the commencement of such Interest
Period, as the rate for U.S. dollar deposits with a maturity  comparable to such
Interest  Period.  In the event that such rate is not available at such time for
any reason,  then the "LIBO Rate" with respect to such Eurodollar  Borrowing for
such  Interest  Period  shall be the  rate at  which  U.S.  dollar  deposits  of
$5,000,000,  and for a maturity  comparable to such Interest Period, are offered
by the principal London office of the Bank in immediately available funds in the
London interbank market at approximately  11:00 a.m.,  London time, two Business
Days prior to the commencement of such Interest Period.

         "Lien" shall mean any pledge, bailment, lease, mortgage, hypothecation,
conditional sales and title retention agreements,  charge, claim, encumbrance or
other lien in favor of any Person.

         "Loan"  shall mean a loan  advanced  by Bank to a  Borrower  under this
Agreement.

         "Management  Agreement"  shall  mean any  agreement  between a Borrower
and/or any of its Subsidiaries,  on the one hand, and any Other Licensee, on the
other,  pursuant  to which a Borrower  and/or any of its  Subsidiaries  operates
and/or manages Facilities for which any FCC Licenses or Other Authorizations are
held by such Other Licensee

         "Material  Adverse Effect" shall mean a material  adverse effect on (a)
the assets of the Borrowers; (b) the ability of a Borrower to pay or perform the
Obligations  in  accordance  with the  terms  of this  Agreement  and the  other
Operative  Documents and to avoid an Event of Default,  or an event which,  with
the giving of notice or the passage of time or both,  would  constitute an Event
of  Default,  under any  Operative  Document;  or (c) the rights,  remedies  and
security interests of Bank under this Agreement,  the other Operative  Documents
or any related document, instrument or agreement or on any item of Collateral.

         "Nextel  Agreement" shall mean the Agreement and Plan of Reorganization
dated as of August 21, 2000, as it maybe amended from time to time, by and among
Nextel Communications, Inc., Nextel Finance Company and Chadmoore.

         "Nextel Note" shall mean the  Subordinated  Secured  Promissory Note of
Chadmoore in favor of Unrestricted Subsidiary Funding Company dated as of August
25, 2000.

         "Note" or "Notes" shall mean the secured  promissory  note or notes, as
applicable, of a Borrower substantially in the form of Exhibit A.

         "Obligations"  shall  mean and  include  all  Loans,  advances,  debts,
liabilities and obligations, howsoever arising, owed by the Borrowers to Bank of
every kind and description



                                       -7-
<PAGE>

(whether or not evidenced by any note or  instrument  and whether or not for the
payment of money),  now existing or hereafter  arising  under or pursuant to the
terms of this  Agreement,  the  Notes,  the  Guaranty  and the  other  Operative
Documents,  including,  all interest,  fees, charges, premium payable under this
Agreement,  expenses, reasonable attorneys' fees and costs and accountants' fees
and costs  chargeable to and payable by the Borrowers  hereunder and thereunder,
in each case,  whether  direct or indirect,  absolute or  contingent,  due or to
become due, and whether or not arising  after the  commencement  of a proceeding
under Title 11 of the United  States Code (11 U. S. C. Section 101 et seq.),  as
amended from time to time (including  post-petition interest) and whether or not
allowed or allowable as a claim in any such proceeding.

         "Operative  Documents"  shall  mean  this  Agreement,  the  Notes,  the
Guaranty,  the Security  Agreement,  the  Subordination  Agreement and all other
documents,  instruments  and  agreements  executed and  delivered in  connection
herewith  or  therewith  or in  respect  of  the  closing  of  the  transactions
contemplated hereby or thereby.

         "Other  Authorization"  shall mean any  license,  permit,  certificate,
ordinance,  approval or other authorization  specifically  related to the use of
specialized  mobile radio  frequencies or the operation of a specialized  mobile
radio  business,  or any renewal or  extension  thereof,  from any  Governmental
Authority other than the FCC.

         "Other Licensee" shall mean any party,  other than the Borrowers or any
of their  Subsidiaries,  that holds an FCC License or Other  Authorization for a
Facility being operated or managed by the Borrower or any of its Subsidiaries in
connection with the management and operation of their business.

         "Permitted Indebtedness" shall mean and include:

         (a)  Indebtedness of the Borrowers to Bank;

         (b)  Indebtedness of Borrowers to Senior Lender in a principal amount
              not to exceed the principal amount outstanding on August 31, 2000;

         (c)  Indebtedness existing on the date hereof and set forth on the
              Disclosure Schedule;

         (d)  Indebtedness of a Borrower to any other Borrower;

         (e)  Indebtedness to the FCC related to 900 MHz channels; and

         (f)  Subordinated Indebtedness, so long as no Default or Event of
              Default exists prior to the incurrence thereof or would exist
              immediately after giving effect thereto.

         "Permitted Investments" shall mean and include:

         (a)  Investments in marketable obligations issued or fully guaranteed
              by the United States and maturing not more than one (1) year from
              the date of issuance;



                                      -8-
<PAGE>

         (b)  Investments in open market commercial paper rated at least "A1" or
              "P1" or higher by a national credit rating agency and maturing not
              more than one (1) year from the creation thereof;

         (c)  Other liquid Investments  maturing not more than one (1) year from
              the date of issuance  permitted under a written  investment policy
              of  Chadmoore  approved by its Board of  Directors  and by Bank in
              writing;

         (d)  Investments  pursuant to or arising under  currency  agreements or
              interest rate  agreements  entered into in the ordinary  course of
              business;

         (e)  Investments  existing on the date of this  Agreement and disclosed
              in the Disclosure Schedule;

         (f)  Investments by a Borrower in any other Borrower;

         (g)  Investments   consisting   of  loans  and  advances  to  employees
              aggregating  not  in  excess  of  Twenty-Five   Thousand   Dollars
              ($25,000) at any time;

         (h)  Investments  consisting of deposit accounts of a Borrower in which
              Bank has a perfected security interest; and

         (i)  Other  Investments  aggregating  not  in  excess  of  One  Hundred
              Thousand Dollars ($100,000) at any time.

         "Permitted Liens" shall mean:

         (a)  The Lien created as contemplated by this Agreement;

         (b)  The Lien to Senior Lender;

         (c)  Liens  for  fees,  taxes,   levies,   imposts,   duties  or  other
              governmental  charges of any kind which are not yet  delinquent or
              which are being contested in good faith by appropriate proceedings
              which suspend the collection thereof (provided, however, that such
              proceedings  do not  involve any  substantial  danger of the sale,
              forfeiture or loss of any item of  Collateral  and that a Borrower
              has  adequately  bonded  such  Lien  or  reserves   sufficient  to
              discharge  such  Lien  have  been  provided  on the  books of such
              Borrower);

         (d)  Liens identified on the Disclosure Schedule;

         (e)  Liens  and  deposits  under  workers'  compensation,  unemployment
              insurance and social security laws or to secure the performance of
              bids, tenders, contracts (other than for the repayment of borrowed
              money) or leases, or to secure statutory  obligations or to secure
              indemnity,  performance  or other  similar  bonds in the  ordinary
              course of business;



                                      -9-
<PAGE>

         (f)  Liens upon any equipment or other personal  property acquired by a
              Borrower after the date hereof to secure (i) the purchase price of
              such  equipment or other  personal  property or (ii) capital lease
              obligations  or  indebtedness   otherwise   permitted  under  this
              Agreement  and incurred  solely for the purpose of  financing  the
              acquisition of such equipment or other personal property; provided
              that (A) such Liens are confined  solely to the equipment or other
              personal property so acquired  (together with accessions  thereto,
              substitutions  therefore  and proceeds  thereof),  and (B) no such
              Lien shall be created,  incurred,  assumed or suffered to exist in
              favor of a Borrower's officers,  directors or shareholders holding
              five percent (5%) or more of a Borrower's Equity Securities;

         (g)  Easements,   reservations,  rights  of  way,  restrictions,  minor
              defects or  irregularities  in title and other similar  charges or
              encumbrances affecting real property in a manner not materially or
              adversely affecting the value or use of such property;

         (h)  Liens arising  solely by virtue of any  contractual,  statutory or
              common law provision relating to banker's liens, rights of set-off
              or similar rights as to deposit accounts and other fund maintained
              with a  depository  institution;  provided,  that (i) such deposit
              account is not a  dedicated  cash  collateral  account  and is not
              subject to restrictions  against access by a Borrower in excess of
              those set forth by regulations  promulgated by the Federal Reserve
              Board,  and (ii) such  deposit  account  is not  intended  by such
              Borrower to provide collateral to the depository institution;

         (i)  Carriers', warehousemen's,  mechanics', landlords', materialmen's,
              repairmen's or other similar Liens arising in the ordinary  course
              of business  which are not  delinquent or remain  payable  without
              penalty  or  which  are  being  contested  in  good  faith  and by
              appropriate proceedings;

         (j)  Lien  held  by  the  FCC to  secure  payment  of the  Indebtedness
              identified   in  clause  (e)  of  the   definition   of  Permitted
              Indebtedness; and

         (k)  Non-exclusive  licenses of Intellectual  Property  entered into in
              the ordinary course of business.

         "Person"  shall  mean and  include  an  individual,  a  partnership,  a
corporation,  a business  trust,  a joint  stock  company,  a limited  liability
company,  an  unincorporated  association  or other  entity and any  domestic or
foreign national, state or local government,  any political subdivision thereof,
and any department, agency, authority or bureau of any of the foregoing.

         "Preferred  Stock"  means,  with  respect  to any  Person,  any and all
shares,  interests,  participations or other equivalents (however designated) of
such Person's  preferred or preference  stock whether now  outstanding or issued
after the date hereof, and including, without limitation, all classes and series
of preferred or preference stock of such Person.



                                      -10-
<PAGE>

         "Prime  Rate" means the rate of interest per annum  publicly  announced
from  time to time by  Barclays  Bank PLC,  as its  prime  rate in effect at its
principal  office in New York  City;  each  change in the  Prime  Rate  shall be
effective from and including the date such change is publicly announced as being
effective.

         "Security  Agreement"  shall mean the  Security  Agreement  in the form
attached hereto as Exhibit D.

         "Senior Lender" means GATX Capital Corporation, a Delaware corporation.

         "Senior Loan Agreement" means the Senior Secured Loan Agreement,  dated
as of March 2, 1999, among the Senior Lender, Chadmoore and certain Subsidiaries
of Chadmoore, as amended.

         "Solvent"  shall mean,  with respect to any Person on any date, that on
such date (a) the fair value of the  property of such Person is greater than the
fair  value  of  the  liabilities  (including,  without  limitation,  contingent
liabilities)  of such Person,  (b) the present fair saleable value of the assets
of such  Person is not less than the  amount  that will be  required  to pay the
probable  liability  of such  Person on its debts as they  become  absolute  and
matured,  (c) such Person does not intend to, and does not believe that it will,
incur debts or liabilities beyond such Person's ability to pay as such debts and
liabilities  mature  and (d) such  Person  is not  engaged  in a  business  or a
transaction,  and is not about to engage in a  business  or a  transaction,  for
which such Person's property would constitute an unreasonably small capital.

         "State PUC" shall mean any state administrative agency that has primary
jurisdiction  for  the  regulation  of  specialized  mobile  radio  services  or
telecommunications services.

         "State PUC Rules" shall mean the rules, regulations and policies of any
State PUC.

         "Statutory Reserve Rate" means a fraction (expressed as a decimal), the
numerator of which is the number one and  denominator of which is the number one
minus the aggregate of the maximum reserve percentages  (including any marginal,
special,  emergency or supplemental reserves) expressed as a decimal established
by the  Federal  Reserve  Board to which the Bank is  subject  for  eurocurrency
funding (currently referred to as "Eurocurrency  Liabilities" in Regulation D of
the Federal Reserve Board). Such reserve percentages shall include those imposed
pursuant to such  Regulation D.  Eurodollar  Loans shall be deemed to constitute
eurocurrency  funding  and to be subject to such  reserve  requirements  without
benefit of or credit for proration,  exemptions or offsets that may be available
from time to time to Bank under such Regulation D or any comparable  regulation.
The  Statutory  Reserve  Rate shall be adjusted  automatically  on and as of the
effective date of any change in any reserve percentage.

         "Subordinated   Indebtedness"   shall   mean   unsecured   Indebtedness
subordinated to the  Obligations on terms and conditions,  including no payments
of principal while the Obligations  are  outstanding,  acceptable to Bank in its
sole and absolute discretion.



                                      -11-
<PAGE>

         "Subordination   Agreement"  shall  mean  that  certain   Subordination
Agreement,  dated as of August 31, 2000,  between GATX Capital  Corporation  and
Barclays Bank, PLC.

         "Subsidiary"  shall mean, with respect to any Person, a Person of which
a majority of the outstanding  voting stock or other Equity  Securities is owned
by such Person directly or indirectly through Subsidiaries.

         "Surety  Instruments"  shall  mean all  letters  of  credit  (including
standby and commercial),  banker's acceptances, bank guaranties, shipside bonds,
surety bonds and similar instruments.

         "Term"  shall mean the period from and after the date hereof  until the
payment or satisfaction in full of all Obligations  under this Agreement and the
other Operative Documents.

         "Transfer"  shall  have  the  meaning  given  to that  term in  Section
7.01(c).

1.02.  Headings.  Headings  in this  Agreement  and each of the other  Operative
Documents  are for  convenience  of  \reference  only  and  are not  part of the
substance hereof or thereof.

1.03.  Plural Terms.  All terms defined in this Agreement or any other Operative
Document in the singular  form shall have  comparable  meanings when used in the
plural form and vice versa.

1.04. Construction.  This Agreement is the result of negotiations among, and has
been  reviewed  by,  the  Borrowers  and  Bank  and  their  respective  counsel.
Accordingly,  this  Agreement  shall be deemed to be the  product of all parties
hereto, and no ambiguity shall be construed in favor of or against the Borrowers
or Bank.

1.05.  Entire  Agreement.  This Agreement,  together with the terms set forth in
each of the other Operative Documents,  taken together,  constitute and, contain
the  entire  agreement  of the  Borrowers  and Bank  and,  with  regard to their
respective subject matters, supersede any and all prior agreements, term sheets,
negotiations,  correspondence,   understandings  and  communications  among  the
parties,  whether  written or oral,  with  respect to their  respective  subject
matters.

1.06. Other Interpretive Provisions. References in this Agreement to "Articles,"
"Sections,"  "Exhibits,"  "Schedules"  and "Annexes" are to articles,  sections,
exhibits,  schedules and annexes herein and hereto unless  otherwise  indicated.
References in this  Agreement and each of the other  Operative  Documents to any
document,  instrument or agreement  shall  include (a) all exhibits,  schedules,
annexes  and  other  attachments  thereto,  (b) all  documents,  instruments  or
agreements  issued or executed in  replacement  thereof,  and (c) such document,
instrument or agreement,  or  replacement or  predecessor  thereto,  as amended,
modified and supplemented from time to time and in effect at any given time. The
words  "hereof,"  "herein" and "hereunder" and words of similar import when used
in this Agreement or any other Operative  Document shall refer to this Agreement
or such other Operative Document,  as the case may be, as a whole and


                                      -12-
<PAGE>

not to any  particular  provision  of this  Agreement  or such  other  Operative
Document,  as the case may be. The words  "include" and "including" and words of
similar import when used in this Agreement or any other Operative Document shall
not be construed to be limiting or exclusive. Unless otherwise indicated in this
Agreement or any other  Operative  Document,  all accounting  terms used in this
Agreement or any other Operative Document shall be construed, and all accounting
and  financial  computations  hereunder  or  thereunder  shall be  computed,  in
accordance with GAAP.

                                   ARTICLE II
                                   ----------

                                   THE CREDIT
                                   ----------

2.01. Credit Facility; Notes.

         (a)  Availability.  On the terms and subject to the conditions  hereof,
Bank agrees to make Loans to the Borrowers up to an aggregate  principal  amount
of Thirty-Two Million Five Hundred Thousand Dollars ($32,500,000).

         (b)  Type of  Loans.  Subject  to  Section  2.05,  each  Loan  shall be
comprised  entirely of Base Rate Loans or  Eurodollar  Loans as the Borrower may
request in accordance herewith.

         (c) Minimum Amounts.  At the commencement of each Interest Period for a
Eurodollar  Loan,  such  request  shall  be in an  aggregate  amount  that is an
integral  multiple of $100,000  and not less than  $1,000,000.  At the time that
each Base Rate Borrowing is made, such Borrowing shall be in an aggregate amount
that  is an  integral  multiple  of  $100,000  and  not  less  than  $1,000,000.
Borrowings of more than one Type may be outstanding  at the same time;  provided
that  there  shall  not at any  time  be  more  than a  total  of 10  Eurodollar
Borrowings outstanding.

         (d)  Maximum  Amount.   The  initial  Loan  Request  shall  not  exceed
$5,200,000 plus any fees, interests, or other expenses (i) then due hereunder or
which are reasonably expected to become due in the next 30 days thereafter,  and
(ii)  payable  under a letter  agreement  dated the date of this  Agreement.  No
subsequent  Loan Request shall request a Loan of more than the sum of $1,300,000
plus any fees or interest then due hereunder or which are reasonably expected to
become due within 30 days thereafter.

         (e) Frequency. Loans shall be made to the Borrowers not more often than
monthly, on or before the fifth Business Day of a calendar month.

         (f)  Identity  of  Borrower.  Bank  shall  advance  a Loan  only to the
Borrower that will utilize the proceeds of such Loan, provided that Loans may be
advanced by Bank to any Subsidiaries of Chadmoore only if the conditions of Part
III of Schedule 2 have been satisfied.

         (g) Notes.  The obligation of a Borrower to repay the aggregate  unpaid
principal  amount  of and  interest  on  each  Loan to such  Borrower  shall  be
evidenced by a Note.  Bank may,


                                      -13-
<PAGE>

and is hereby  authorized by each Borrower to, endorse on a grid annexed to such
Note appropriate  notations  regarding such Loan;  provided,  however,  that the
failure to make,  or an error in making,  any such  notation  shall not limit or
otherwise affect the obligations of a Borrower hereunder or under such Note.

         (h) Termination of Commitment to Lend.  Notwithstanding anything to the
contrary in the Operative  Documents,  Bank's obligation to lend the undisbursed
portion  hereunder  shall  be  suspended  upon the  occurrence  and  during  the
continuation  of an Event of  Default,  and shall  terminate  on the  Commitment
Termination Date.

         (i) Maturity. All unpaid principal and interest shall, in any event, be
paid not later than June 30, 2002.

2.02.    Requests for Borrowings; Funding.

         (a) To  request a Loan,  the  Borrower  shall  notify  the Bank of such
request by telephone (i) in the case of a Eurodollar  Loan, not later than 11:00
a.m.,  New York City time,  three  Business Days before the date of the proposed
Borrowing  or (ii) in the case of a Base Rate Loan,  not later than 11:00  a.m.,
New York City time, one Business Day before the date of the proposed Loan.  Each
such  telephonic  Loan  Request  shall be  irrevocable  and  shall be  confirmed
promptly by hand delivery or telecopy of the Bank of a written Loan Request in a
form approved by the Bank and signed by the Borrower.  Each such  telephonic and
written Loan Request shall specify the following information:

             (i)  the Borrower (which,  if the Borrower is other than Chadmoore,
                  must have complied with Part III of Schedule 2);

             (ii) the aggregate amount of the Loan being requested;

             (iii)whether  such Loan is to be a Base  Rate Loan or a  Eurodollar
                  Loan;

             (iv) the  location  and number of the  Borrowers'  account to which
                  funds are to be disbursed.

         The initial Loan made hereunder,  and any other Loan if no type of Loan
is specified in the Loan Request shall be a Base Rate Borrowing.

         (b)  Bank  shall  make  each  Loan to be made  by it  hereunder  on the
proposed  date thereof by wire  transfer of  immediately  available  funds to an
account of the  Borrower  designated  by the  Borrower  in the  applicable  Loan
Request.

2.03. Use of Proceeds. The proceeds of the Loans shall be used to pay principal,
interest  and fees on  Indebtedness  to  Senior  Lender,  to pay  principal  and
interest under the Nextel Note, to pay fees and interest on Loans made hereunder
for working capital and other general corporate purposes.



                                      -14-
<PAGE>

2.04.    Interest.

         (a) Base Rate Borrowings.  Each Base Rate Loan shall bear interest at a
rate per annum equal to the Adjusted Base Rate plus 3.5%.

         (b) Eurodollar Borrowings.  Each Eurodollar Loan shall bear interest at
a rate per annum  equal to the  Adjusted  LIBO Rate for the  Interest  Period in
effect for such Loan plus 4.5%.

         (c) Default  Interest.  Notwithstanding  the foregoing,  (i) during the
period when any Event of Default  shall have  occurred  and be  continuing,  the
principal of each Loan hereunder  shall bear  Interest,  after as well as before
judgment, at a rate per annum (herein, the "Post-Default Rate") equal to 2% plus
the rate,  otherwise  applicable to such Loan as provided  above and (ii) if any
interest  on any  Loan  or any  fee or  other  amount  payable  by the  Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise,  such  overdue  amount shall bear  interest,  after as well as before
judgment,  at a rate per annum  equal to the  Post-Default  Rate for the Loan in
respect of which such interest is payable.

         (d) Payment of Interest. Accrued interest on each Loan shall be payable
in arrears  on each  Interest  Payment  Date for such  Loan;  provided  that (i)
interest accrued pursuant to paragraph (c) of this Section 2.04 shall be payable
on demand,  (ii) in the event of any repayment or  prepayment of any  Eurodollar
Loan (or the repayment or prepayment in full of the Loans),  accrued interest on
the  principal  amount  repaid or  prepaid  shall be payable on the date of such
repayment  or  prepayment,  and  (iii)  in the  event of any  conversion  of any
Eurodollar  Loan  prior  to the end of the  current  Interest  period  therefor,
accrued  interest  on such Loan shall be payable on the  effective  date of such
conversion.

         (e) Computation.  All interest hereunder shall be computed on the basis
of a year of 360  days,  except  that  interest  computed  by  reference  to the
Adjusted  Base Rate at times when the  Adjusted  Base Rate is based on the Prime
Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap
year),  and in each case shall be payable for the actual  number of days elapsed
(including the first day but excluding the last day).  The  applicable  Adjusted
Base Rate,  Adjusted LIBO Rate or LIBO Rate shall be determined by the Bank, and
such determination shall be conclusive absent manifest error.

2.05.  Alternate Rate of Interest.  If prior to the commencement of any Interest
Period for a Eurodollar Loan, the Bank determines (which  determination shall be
conclusive  absent  manifest  error) that adequate and  reasonable  means do not
exist for  ascertaining  the Adjusted LIBO Rate or the LIBO Rate, as applicable,
for such Interest  Period;  then the Bank shall give notice thereof to Chadmoore
by telephone or telecopy as promptly as  practicable  thereafter  and, until the
Bank notifies  Chadmoore  that the  circumstances  giving rise to such notice no
longer exist, (i) any Interest  Election Request that requests the conversion of
any Loan  to,  or  continuation  of any Loan  as,  a  Eurodollar  Loan  shall be
ineffective and (ii) if any Loan Request  requests a Eurodollar  Loan, such Loan
shall be made as a Base Rate Loan.



                                      -15-
<PAGE>

2.06.    Increased Costs.

         (a) Increased Costs Generally. If any Change in Law shall:

             (i) impose, modify or deem applicable any reserve,  special deposit
or similar  requirement  against assets of, deposits with or for the account of,
or credit  extended by, Bank (except any such reserve  requirement  reflected in
the Adjusted LIBO Rate); or

             (ii)  impose  on Bank or the  London  interbank  market  any  other
condition  affecting this Agreement or Eurodollar Loans made by such Bank or any
participation therein;

and the result of any of the  foregoing  shall be to  increase  the cost to such
Bank of  making  or  maintaining  any  Eurodollar  Loan (or of  maintaining  its
obligation to make any such Loan) or to reduce the amount of any sum received or
receivable by such Bank hereunder (whether of principal, interest or otherwise),
then the  Borrower  will pay to such Bank such  additional  amount or amounts as
will  compensate  such  Bank,  as the case may be,  for  such  additional  costs
incurred or reduction suffered.

         (b)  Capital  Requirements.  If any  Bank or  Issuing  Bank  reasonably
determines that any Change in Law regarding  capital  requirements  has or would
have the effect of reducing the rate of return on such Bank's  capital or on the
capital  of such  Bank's  holding  company,  if any,  as a  consequence  of this
Agreement or the Loans made by such Bank,  to a level below that which such Bank
or such Bank's  holding  company  could have achieved but for such Change in Law
(taking into  consideration such Bank's policies and the policies of such Bank's
holding  company with respect to capital  adequacy),  then from time to time the
Borrower  will pay to such  Bank,  such  additional  amount or  amounts  as will
compensate  such Bank, or such Bank's  holding  company,  for any such reduction
suffered.

         (c)  Certificates  from Banks.  A certificate of Bank setting forth the
amount or amounts  necessary to compensate such Bank or its holding company,  as
the case may be, as specified in paragraph (a) or (b) of this Section 2.06 shall
be  delivered  to  Chadmoore  and shall be  conclusive  so long as it reflects a
reasonable  basis for the  calculation of the amounts set forth therein and does
not contain any  manifest  error.  The  Borrower  shall pay such Bank the amount
shown as due on any such certificate within 10 days after receipt thereof.

         (d) Delay in  Requests.  Failure or delay on the part of Bank to demand
compensation pursuant to this Section 2.06 shall not constitute a waiver of such
Bank's right to demand such  compensation;  provided that the Borrower shall not
be required to compensate a Bank pursuant to this Section 2.06 for any increased
costs or  reductions  incurred  more than six months prior to the date that such
Bank, as the case may be, notifies the Borrower of the Change in Law giving rise
to such  increased  costs or  reductions  and of such Bank's  intention to claim
compensation  therefor;  provided further that, if the Change in Law giving rise
to such increased costs or reductions is retroactive,  then the six-month period
referred to above shall be extended to include the period of retroactive  effect
thereof.



                                      -16-
<PAGE>

2.07. Break Funding  Payments.  In the event of (a) the payment of any principal
of any  Eurodollar  Loan  other  than  one the last  day of an  Interest  Period
applicable  thereto  (including  as a result  of an Event of  Default),  (b) the
conversion  of any  Eurodollar  Loan other than on the last day of the  Interest
Period  applicable  thereof,  (c) the  failure to borrow,  convert,  continue or
prepay any Loan on the date specified in any notice  delivered  pursuant  hereto
(regardless  of whether such notice is permitted to be revocable  and is revoked
in accordance  herewith) or (d) the assignment of any Eurodollar Loan other than
on the last day of the  Interest  Period  applicable  thereto  as a result  of a
request by the Borrower  pursuant to Section 2.07,  then, in any such event, the
Borrower shall  compensate Bank for the loss,  cost and expense  attributable to
such event.

         In the case of a Eurodollar Loan, the loss to Bank  attributable to any
such event  shall be deemed to include an amount  determined  by such Bank to be
equal to the excess,  if any, of (i) the amount of interest that such Bank would
pay for a deposit equal to the principal amount of such Loan for the period from
the date of such payment,  conversion,  failure or assignment to the last day of
the then current  Interest period for such Loan (or, in the case of a failure to
borrow, convert or continue, the duration of the Interest Period that would have
resulted from such borrowing,  conversion or  continuation) if the interest rate
payable on such deposit were equal to the Adjusted  LIBO Rate for such  Interest
period,  over (ii) the  amount of  interest  that such Bank  would  earn on such
principal  amount  for such  period if such Bank were to invest  such  principal
amount for such period at the interest  rate that would be bide by such Bank (or
an  affiliate  of such Bank) for U.S.  dollar  deposits  from other banks in the
eurodollar  market at the  commencement  of such period.  A certificate  of Bank
setting  forth any  amount or  amounts  that such Bank is  entitled  to  receive
pursuant to this  Section  2.07 shall be  delivered to the Borrower and shall be
conclusive  absent manifest  error.  The Borrower shall pay such Bank the amount
shown as due on any such certificate within 10 days after receipt thereof.

2.08.    Prepayments.

         (a) Optional  Prepayments.  Borrower may make  prepayments of Loans, at
any time,  in whole or in part subject to the other  provisions  of this Section
2.08.

         (b) Mandatory Prepayments.  Subject to Borrower's obligations under the
Senior Loan Agreement, Borrower shall make prepayments of the Loans hereunder:

             (i) any time after the obligations  under the Senior Loan Agreement
have been paid in full or at any other time that Senior  Lender does not require
that such amounts be applied to obligations  under the Senior Loan Agreement and
the  Borrowers   have  aggregate   proceeds  from  sales,   exchanges  or  other
dispositions  of assets  outside  the  ordinary  course of business in excess of
$2,000,000  after  payment of any  expenses  incurred  in  connection  with such
dispositions, then, subject to the requirements of Section 2.08(c), the proceeds
shall be paid to Lender; and



                                      -17-
<PAGE>

             (ii) on the  date of any  sale,  issuance  or other  incurrence  of
Indebtedness  or sale of securities,  in an amount equal to the cash proceeds of
such  transaction  net  of  any  expenses   incurred  in  connection  with  such
transaction.

         (c) Amount to be Paid.  Any  prepayment  other than  prepayment in full
must be of a principal  amount of $2,000,000  or more, in integral  multiples of
$1,000,000  at a price  equal  to the  principal  amount  of each  Loan so to be
prepaid,  plus interest  accrued  thereon through and including the date of such
prepayment plus any amount due under Section 2.07.

         (d)  Notification  of Payments.  The Borrower  shall notify the Bank by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar  Borrowing,  not later than 11:00 a.m., New York City
time,  three  Business Days before the date of prepayment or (ii) in the case of
prepayment of a Base Rate  Borrowing,  not later than 11:00 a.m.,  New York City
time, on the date of prepayment. Each such notice shall be irrevocable and shall
specify  the  prepayment  date and the  principal  amount of each  Borrowing  or
portion  thereof to be prepaid.  Each  partial  payment of any  Borrowing  under
paragraph (a) of this Section 2.08 shall be in an amount that would be permitted
in the case of an advance of a Borrowing of the same Type as provided in Section
2.02.

2.09.    Other Payment Terms.

         (a) Place and Manner. The Borrowers shall make all payments due to Bank
in lawful money of the United States,  in immediately  available  funds,  at the
address for payments and in the manner specified in Section 10.05(b).

         (b) Date.  Whenever any payment due  hereunder  shall fall due on a day
other than a Business  Day,  such payment  shall be made on the next  succeeding
Business Day, and such extension of time shall be included in the computation of
interest or fees, as the case may be.

2.10.  Commitment Fee.  Chadmoore shall pay a fee (the "Commitment Fee") of 1.0%
per annum  payable  quarterly  in arrears on the average  unused  portion of the
amount available under Section 2.01.

                                  ARTICLE III
                                  -----------

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

3.01.  Representations  and  Warranties.  Except as set forth in the  Disclosure
Schedule,  each Borrower makes the following  representations  and warranties to
Bank as of the date hereof and again on each Funding Date:

         (a) Due  Incorporation,  Qualification,  etc. Each of such Borrower and
its  Subsidiaries  (i)  is a  corporation  or  limited  liability  company  duly
organized,  validly existing and in good standing under the laws of its state of
incorporation  or formation;  (ii) has the power and authority to own, lease and
operate its properties and carry on its business as now conducted;  and (iii) is



                                      -18-
<PAGE>

duly  qualified,  licensed  to do  business  and in good  standing  as a foreign
corporation or limited liability company in each jurisdiction  where the failure
to be so qualified or licensed  could  reasonably be expected to have a Material
Adverse Effect.

         (b) Authority. The execution, delivery and performance by such Borrower
of each Operative  Document to be executed by such Borrower and the consummation
of the  transactions  contemplated  thereby  (i) are  within  the  power of such
Borrower and (ii) have been duly authorized by all necessary actions on the part
of such Borrower.

         (c)  Enforceability.   Each  Operative  Document  executed,  or  to  be
executed,  by such Borrower has been, or will be, duly executed and delivered by
such Borrower and constitutes,  or will constitute,  a legal,  valid and binding
obligation  of such  Borrower,  enforceable  against such Borrower in accordance
with its terms,  except as limited by  bankruptcy,  insolvency  or other laws of
general  application  relating to or affecting  the  enforcement  of  creditors'
rights generally and general principles of equity.

         (d)  Non-Contravention.  The execution and delivery by such Borrower of
the  Operative  Documents  executed by such  Borrower  and the  performance  and
consummation of the  transactions  contemplated  thereby do not and will not (i)
violate the articles of  incorporation  or bylaws or certificate of formation or
limited liability  company agreement of such Borrower or any material  judgment,
order, writ, decree,  statute,  rule or regulation  applicable to such Borrower;
(ii) violate any provision of, or result in the breach or the  acceleration  of,
or entitle any other Person to accelerate (whether after the giving of notice or
lapse of time or both), any material mortgage, indenture,  agreement, instrument
or contract to which such Borrower is a party or by which it is bound;  or (iii)
result in the creation or  imposition  of any Lien upon any  property,  asset or
revenue  of such  Borrower  (other  than any Lien  arising  under the  Operative
Documents) or the suspension,  revocation, impairment, forfeiture, or nonrenewal
of any material permit,  license,  authorization or approval  applicable to such
Borrower, its business or operations, or any of its assets or properties.

         (e) Approvals.  No consent,  approval,  order or  authorization  of, or
registration,  declaration or filing with, any  Governmental  Authority or other
Person  (including,  without  limitation,  the  shareholders  of any  Person) is
required  in  connection  with  the  execution  and  delivery  of the  Operative
Documents  executed by such Borrower and the performance and consummation of the
transactions contemplated thereby.

         (f) No Violation or Default.  None of such Borrower or such  Borrower's
Subsidiaries  is in  violation of or in default with respect to (i) its articles
of  incorporation  or bylaws or  certificate  of formation or limited  liability
company agreement or any material judgment,  order, writ, decree,  statute, rule
or regulation applicable to such Person; (ii) any material mortgage,  indenture,
agreement, instrument or contract to which such Person is a party or by which it
is bound  (nor is there any  waiver in effect  which,  if not in  effect,  would
result in such a violation or default),  where,  in each case, such violation or
default,  individually,  or together with all such violations or defaults, could
reasonably be expected to have a Material  Adverse Effect.  Without limiting the
generality  of  the  foregoing,   none  of  such  Borrower  or  such  Borrower's
Subsidiaries


                                      -19-
<PAGE>

(A) has  violated  any  Environmental  Law,  (B) has  any  liability  under  any
Environmental  Law or (C) has  received  notice  or  other  communication  of an
investigation or is under  investigation  by any  Governmental  Authority having
authority  to enforce  Environmental  Law,  where such  violation,  liability or
investigation could reasonably be expected to have a Material Adverse Effect. No
Default or Event of Default has occurred and is continuing.

         (g) Nextel  Agreement.  The Nextel Agreement  remains in full force and
effect,  there has been no breach or  default  or event that (with the giving of
notice  or the  passage  of time or  both)  could  become a  breach  or  default
thereunder.  No party  thereto has given notice under Section 9.01 of the Nextel
Agreement.

                                   ARTICLE IV
                                   ----------

                             REPORTING REQUIREMENTS
                             ----------------------

4.01.    Furnishing Reports.  Chadmoore shall furnish to Bank:

         (a) Reports to Senior  Lender.  As and when delivered to Senior Lender,
true, correct and complete copies of financial statements,  reports,  notices or
other information  delivered to Senior Lender  (including,  without  limitation,
deliveries required under Article IV of the Senior Loan Agreement).

         (b) Notices  Under Nextel  Agreement.  As and when  delivered to Nextel
Finance  Company,  true,  correct and  complete  copies of any notice  delivered
pursuant to the Nextel  Agreement,  and,  promptly after management of Chadmoore
becomes  aware  thereof,  and in any event within ten (10) Business Days of such
awareness,  provide  Bank with notice of any breach or default  under the Nextel
Agreement.

         (c)  Miscellaneous.  Promptly upon request,  such other information and
reports as Bank may reasonably request from time to time.

                                   ARTICLE V
                                   ---------

                    SECURITY; GUARANTIES; CORPORATE STRUCTURE
                    -----------------------------------------

5.01.  Security  Agreement.  The  Obligations  shall be secured by the  Security
Agreement  which  shall  be  entered  into  by each of the  Borrowers  and  each
Guarantor,   provided,  however,  that  upon  the  closing  of  the  transaction
contemplated in the Nextel Agreement, Bank shall release the Collateral upon the
assumption as contemplated by Section 7.03(f) of the Nextel Agreement.

5.02.  Guaranty.  Each of the Borrowers and each new  Subsidiary  shall become a
party to the Guaranty and guaranty the Obligations of each of the Borrowers.

5.03.    Corporate Structure.



                                      -20-
<PAGE>

         (a) Formation of New Subsidiaries. Without the prior written consent of
Bank,  Chadmoore and its Subsidiaries  shall not form or suffer to exist any new
Subsidiaries.

         (b) Consolidation of Existing  Subsidiaries.  Subject to receipt of FCC
approval, Chadmoore shall use commercially reasonable efforts to (i) consolidate
all FCC  Licenses  (other than those with  respect to which the  Borrowers  have
existing  contractual  obligations  to  maintain  licenses  in  non-wholly-owned
Subsidiaries)  in one or more  non-operating  direct  Subsidiaries of Chadmoore,
(ii)  consolidate  its  operations  (except  with respect to the  operations  of
non-wholly-owned  Subsidiaries) in one or more direct Subsidiaries of Chadmoore,
and (iii)  eliminate  through  merger  or  liquidation  all  other  wholly-owned
Subsidiaries.

                                   ARTICLE VI
                                   ----------

                              AFFIRMATIVE COVENANTS
                              ---------------------

6.01.    Affirmative Covenants.

         (a) Existence; Good Standing; Maintenance. Each Borrower shall maintain
or cause to be maintained its and each of its Subsidiaries'  corporate existence
(except as permitted in Section  7.01(e)) and good standing in its  jurisdiction
of incorporation  and maintain  qualification in each  jurisdiction in which the
failure to so qualify would  reasonably  be expected to have a Material  Adverse
Effect.  Each Borrower shall maintain,  and shall cause each of its Subsidiaries
to  maintain,  in force all  licenses,  approvals  and  agreements  necessary to
construct its network  infrastructure  and otherwise  operate its business,  the
loss of which would reasonably be expected to have a Material Adverse Effect.

         (b) Government Compliance.

             (i)  Subject to the more  specific  requirements  of  clauses  (ii)
                  through (ix) below,  each  Borrower  shall  comply,  and shall
                  cause each  Subsidiary  to comply,  with all  statutes,  laws,
                  ordinances and  government  rules and  regulations,  including
                  Environmental Laws, to which it is subject, noncompliance with
                  which could  reasonably be expected to have a Material Adverse
                  Effect or a material  adverse  effect on the Collateral or the
                  priority of Bank's Lien on the Collateral. Each Borrower shall
                  meet,  and shall cause each  Subsidiary  to meet,  the minimum
                  funding  requirements  of ERISA with  respect to any  employee
                  benefit plans subject to ERISA.

             (ii) Each   Borrower  and  its   Subsidiaries   shall  operate  the
                  Facilities  in all material  respects in  accordance  with the
                  terms  and  conditions  of the  FCC  Licenses  and  the  Other
                  Authorizations,  if any,  that are  necessary  or advisable in
                  connection with the control,  management, and operation of the
                  business  of  the  Borrowers,   and  in  compliance  with  any
                  applicable   law,


                                      -21-
<PAGE>

                  including the requirements of the Communications  Act, the FCC
                  Rules, public utilities laws, and State PUC Rules.

             (iii)Each of the  Borrowers and its  Subsidiaries  shall obtain any
                  appropriate FCC Licenses and any Other Authorizations, if any,
                  necessary for it to acquire, own, lease,  control,  manage and
                  operate their business.

             (iv) Each of the Borrowers and its Subsidiaries shall comply in all
                  material  respects  with, and shall ensure that all Facilities
                  comply in all material respects with the  Communications  Act,
                  the FCC Rules, any applicable public utilities laws, State PUC
                  Rules, and the FCC Licenses and Other Authorizations,  if any,
                  that  are  necessary  or  advisable  in  connection  with  the
                  control,  management,  and  operation  of the business of such
                  Borrowers and its Subsidiaries.

             (v)  Each of Borrowers and its Subsidiaries shall duly, timely, and
                  accurately file all material reports and documents required by
                  the Communications  Act, required by the FCC Rules,  requested
                  by the FCC,  required by any applicable public utilities laws,
                  required  by any State PUC Rules,  or  requested  by any State
                  PUC.

             (vi) Each of the  Borrowers  and its  Subsidiaries  shall  take all
                  actions and  perform all  obligations  that are  necessary  or
                  advisable  to comply in all material  respects  with the terms
                  and  conditions  of all FCC  Licenses  that are  necessary  or
                  advisable  in  connection  with the control,  management,  and
                  operation   of  the   business  of  such   Borrower   and  its
                  Subsidiaries,  and to maintain such FCC Licenses in full force
                  and effect and without  adverse  modification  or  impairment.
                  Each of the  Borrowers  and its  Subsidiaries  shall  take all
                  actions and  perform all  obligations  that are  necessary  to
                  comply in all material  respects with the terms and conditions
                  of  all  Other  Authorizations  and  to  maintain  such  Other
                  Authorizations  in full force and effect and  without  adverse
                  modification or impairment.

             (vii)Each of the  Borrowers  and its  Subsidiaries  shall  take all
                  actions and  perform all  obligations  that are  necessary  or
                  advisable to  effectuate  the renewal of all FCC Licenses that
                  are  necessary or advisable  in  connection  with the control,
                  management, and operation of the business of such Borrower and
                  its  Subsidiaries  and of all  Other  Authorizations  that are
                  necessary  or  advisable  in  connection   with  the  control,
                  management, and operation of the business of such Borrower and
                  its Subsidiaries.

             (viii) Each of the  Borrowers and its  Subsidiaries  shall take all
                  actions  necessary  or advisable  to preserve  their  material
                  rights  under  the   Management   Agreements   and  shall  use
                  reasonable  efforts to cause each Other  Licensee:  to perform
                  all of its respective obligations  thereunder;  to maintain in
                  full


                                      -22-
<PAGE>

                  force  and  effect  and  without   adverse   modification   or
                  impairment  any FCC Licenses or Other  Authorizations  held by
                  such Other Licensee  applicable to any Facility being operated
                  or managed by such Borrower or its Subsidiaries; and to comply
                  with the  terms and  conditions  of any such FCC  Licenses  or
                  Other  Authorizations,  the Communications Act, the FCC Rules,
                  and any applicable public utilities laws, and State PUC Rules.

             (ix) Each of the Borrower and its  Subsidiaries  shall  operate and
                  manage the  Facilities in such a manner as to ensure that they
                  will not cause or result in exposure of workers or the general
                  public to levels of radio frequency radiation in excess of the
                  applicable  limits  stated  in the  FCC  Rules,  or any  other
                  applicable law.

         (c) Payment of Taxes,  etc. Each Borrower shall pay and discharge,  and
cause  each  Subsidiary  to  pay  and  discharge,  all  taxes,  assessments  and
governmental charges or levies imposed upon it or upon its income or profits, or
upon any properties belonging to it, prior to the date on which penalties attach
thereto, and all lawful claims which, if unpaid, might become a Lien upon any of
its properties; provided that there shall be no requirement to pay any such tax,
assessment, charge, levy or claim (i) which is being contested in good faith and
by appropriate  proceedings  or which  presents no risk of seizure,  forfeiture,
levy or other event  which could  jeopardize  any  Collateral  or (ii) for which
payment in full is bonded or reserved in  Chadmoore's  Financial  Statements  in
accordance  with GAAP.  Each Borrower  shall pay and  discharge,  and cause each
Subsidiary to pay and discharge,  each of its contractual obligations with third
parties  except to the extent that the failure to do so could not  reasonably be
expected to have a Material Adverse Effect.

         (d) Inspection Rights.  Each Borrower shall, at any reasonable time and
from time to time,  and so long as no Default or Event of Default  has  occurred
and is continuing,  upon reasonable notice from Bank and at Bank's sole expense,
permit, and shall cause each Subsidiary to permit,  Bank or any of its agents or
representatives  to inspect  the  Collateral,  to examine and make copies of and
abstracts from the records and books of account of, and visit the properties of,
such Borrower and to discuss the affairs, finances and accounts of such Borrower
with any of its officers or directors  relating in each case to Bank's  capacity
as lender and secured party hereunder and with respect to the Collateral.

         (e) Maintenance of Equipment and Other Assets. Each Borrower shall keep
and maintain, and shall cause each Subsidiary to keep and maintain, all items of
equipment and other  tangible  personal  property in good  operating  condition,
reasonable wear and tear excepted, shall make all necessary replacements thereof
and renewals thereto so that the value and operating efficiency thereof shall at
all times be maintained and  preserved.  Each Borrower shall not permit any such
material item of property to be operated or maintained in material  violation of
any  applicable  law,  statute,  rule or  regulation  or provisions of insurance
policies.  With respect to items of leased equipment,  Each Borrower shall keep,
maintain,  repair,  replace and operate such leased equipment in accordance with
the terms of the applicable lease.



                                      -23-
<PAGE>

         (f)  Nextel  Agreement.  Chadmoore  shall use  commercially  reasonable
efforts to perform its obligations under the Nextel Agreement.

         (g) New Subsidiaries; Additional Borrowers.

             (i) The Borrower(s) will cause (i) any Subsidiary that makes a Loan
Request hereunder,  prior to making such request,  to execute and deliver to the
Bank a Borrower Joinder in the form of Exhibit B attached hereto,  to cause such
Subsidiary  to become a Borrower  under this  Agreement,  (ii) if any  Chadmoore
Subsidiary becomes a Borrower hereunder,  Chadmoore will join and become a party
to  the  Guaranty  by a  form  of  joinder  in  form  and  substance  reasonably
satisfactory to Bank, and (iii) each of their  Subsidiaries  hereafter formed or
acquired prior to the payment in full of all obligations hereunder,  to become a
Guarantor  under the Guaranty and a Grantor  under the Security  Agreement.  The
Borrowers and such  Subsidiary  shall fully  cooperate with Bank and perform all
additional  acts  requested  by Bank to  effect  the  purposes  of this  Section
6.01(g)(i),  including without limitation, execution and delivery of agreements,
instruments,  UCC-1 financing statements,  documents,  certificates and opinions
all in form and substance satisfactory to Bank.

             (ii) The Borrowers will cause each of their Subsidiaries  hereafter
formed or acquired on or after the Commitment  Termination  Date, to execute and
deliver  to the Bank a  Subsidiary  Joinder in the form of  Attachment  1 to the
Guaranty,  to cause such Subsidiary to become a Guarantor under the Guaranty and
a Grantor under the Security Agreement.  The Borrowers and such Subsidiary shall
fully  cooperate with Bank and perform all additional  acts requested by Bank to
effect the purposes of this Section  6.01(g)(ii),  including without limitation,
execution and delivery of agreements,  instruments,  UCC-1 financing statements,
documents,  certificates and opinions all in form and substance  satisfactory to
Bank.

                                   ARTICLE VII
                                   -----------

                        NEGATIVE AND FINANCIAL COVENANTS
                        --------------------------------

7.01. Negative Covenants. So long as the Obligations remain outstanding:
         (a) Name;  Location  of Chief  Executive  Office.  No  Borrower  shall,
without  thirty (30) days prior written notice to Bank,  change its name,  chief
executive office or principal place of business.

         (b) Liens. No Borrower shall,  nor shall it permit its Subsidiaries to,
create,  incur,  assume  or suffer to exist any Lien of any kind upon any of its
properties or assets, whether tangible or intangible,  whether real, personal or
mixed, whether now owned or hereafter acquired, except Permitted Liens.

         (c) Dispositions of Assets.  No Borrower shall, nor shall it permit its
Subsidiaries  to, convey,  sell,  offer to sell,  lease,  transfer,  exchange or
otherwise dispose of (collectively,  a "Transfer") all or any part of its assets
to any Person,  other than:  (i)  Transfers  of  worn-out,  obsolete or unneeded
equipment;  (ii) Transfers from any Borrower to Chadmoore or a Borrower


                                      -24-
<PAGE>

which is a wholly-owned  Subsidiary of Chadmoore;  (iii) Transfers in compliance
with Section 5.03, (iv) Transfers of Licenses listed on the Disclosure  Schedule
to  non-wholly-owned  Subsidiaries  solely  pursuant  to the  terms of  existing
agreements with the holders of minority  interests in such  Subsidiaries,  which
agreements  are  listed  on the  Disclosure  Schedule,  (v) other  Transfers  of
property for fair  consideration in an amount not exceeding ten percent (10%) of
Adjusted  Consolidated  Tangible Net Worth in any fiscal year, (vi) Transfers of
Excluded  Assets (as defined in the Nextel  Agreement) and (vii) pursuant to the
Nextel Agreement.

         (d)  Distributions.   No  Borrower  shall,  nor  shall  it  permit  its
Subsidiaries  to, (i) pay any dividends or make any  distributions on its Equity
Securities;  (ii) purchase,  redeem,  retire,  defease or otherwise  acquire for
value any of its Equity  Securities  (other than  repurchases by cancellation of
indebtedness  pursuant to the terms of employee stock purchase  plans,  employee
restricted stock  agreements or similar  arrangements in an aggregate amount not
to exceed  $100,000);  (iii)  return  any  capital  to any  holder of its Equity
Securities as such;  (iv) make any  distribution of assets,  Equity  Securities,
obligations or securities to any holder of its Equity Securities as such; or (v)
set apart any sum for any such purpose;  provided,  however,  that (A) Chadmoore
may pay  dividends  payable  solely in its common stock,  (B) any  Subsidiary of
Chadmoore  may  pay  dividends  and  make   distributions   to  Chadmoore  or  a
wholly-owned  Subsidiary  of  Chadmoore,  (C)  Chadmoore may redeem its Series C
Preferred Stock in accordance with the terms of such Series C Preferred Stock as
set forth in its  Certificate of Designation of Rights and Preferences of Series
C  Preferred  Stock in  effect as of the date  hereof,  (D) each  Subsidiary  of
Chadmoore which is a limited  liability  company may make  distributions  in any
fiscal  year to its  members in an amount not to exceed  such  Subsidiary's  net
income for such fiscal and the tax  liabilities  of its members  arising  during
such fiscal year solely from their ownership  interests in such Subsidiary,  and
(E)  Chadmoore  may  make   distributions   to  effectuate  the   reorganization
contemplated by the Nextel Agreement.

         (e) Mergers or  Acquisitions.  Except to effectuate the  reorganization
contemplated by the Nextel Agreement, no Borrower shall, nor shall it permit its
Subsidiaries  to, merge or consolidate  with or into any other Person or acquire
all or  substantially  all of the  capital  stock or assets of  another  Person;
provided,  that any Borrower may merge with and into  Chadmoore and any Borrower
may merge  with and into any  Borrower  which is a  wholly-owned  Subsidiary  of
Chadmoore  so  long as no  Default  or  Event  of  Default  shall  exist  either
immediately prior to or after giving effect thereto.

         (f)  Transactions  With  Affiliates.  No Borrower  shall,  nor shall it
permit its  Subsidiaries  to,  enter into any  contractual  obligation  with any
Affiliate  or engage in any other  transaction  with any  Affiliate  except upon
terms at least as  favorable  to Borrower  as an  arms-length  transaction  with
unaffiliated Persons.

         (g) Indebtedness  Payments.  No Borrower shall, nor shall it permit its
Subsidiaries to, (i) prepay, redeem,  purchase,  defease or otherwise satisfy in
any  manner  prior to the  scheduled  repayment  thereof  any  Indebtedness  for
borrowed  money (other than amounts due under this Loan  Agreement or the Notes,
or the Senior Loan  Agreement  and  related  notes) or lease  obligations,  (ii)
amend,  modify or otherwise  change the terms of any  Indebtedness  for borrowed



                                      -25-
<PAGE>

money (other than the Obligations) or lease  obligations so as to accelerate the
scheduled  repayment thereof or (iii) repay any notes to officers,  directors or
shareholders.

         (h)   Indebtedness.   No  Borrower  shall,  nor  shall  it  permit  its
Subsidiaries  to,  create,  incur,  assume or  permit to exist any  Indebtedness
except Permitted Indebtedness.

         (i)   Investments.   No  Borrower  shall,   nor  shall  it  permit  its
Subsidiaries to, make any Investment except for Permitted Investments.

         (j)  Security  Interest  in  FCC  Licenses.  The  Borrowers  and  their
Subsidiaries  shall not contest the  validity of the security  interest  granted
with respect to FCC Licenses  pursuant to the terms of the  Operative  Documents
and in compliance with FCC regulations.

7.02.    Financial Covenants.  Chadmoore shall maintain:

         (a) Consolidated Total Indebtedness to Adjusted  Consolidated  Tangible
Net Worth Ratio.  As of the last day of each  calendar  quarter,  a ratio of (i)
Consolidated Total Indebtedness minus Subordinated Indebtedness to (ii) Adjusted
Consolidated Tangible Net Worth plus Subordinated  Indebtedness of not more than
2.2:1.00 for each calendar quarter ending in 1999 and not more than 1.7 for each
calendar quarter ending thereafter;

         (b) Current Ratio. As of the last day of each calendar quarter, a ratio
of Current  Assets to Current  Liabilities  of not less than  0.7:1.00  for each
calendar quarter ending in 1999 and 2000 and not less than 1.3 for each calendar
quarter ending thereafter;

         (c) Consolidated  Operating Cash Flow to Consolidated  Interest Expense
and Principal  Repayment  Ratio.  As of the last day of each  calendar  quarter,
commencing  with  the  calendar  quarter  ending  March  31,  2000,  a ratio  of
Consolidated  Operating Cash Flow to Consolidated Interest Expense and Principal
Repayment of not less than  0.7:1.00 for each calendar  quarter  ending in 2000,
not less than  1.8:1:00 for each  calendar  quarter  ending in 2001 and not less
than 3.0 for each calendar quarter ending thereafter;

         (d) Adjusted  Tangible Net Worth. At all times,  Adjusted  Consolidated
Tangible Net Worth plus Subordinated Indebtedness of not less than $18,000,000.

                                  ARTICLE VIII
                                  ------------

                              CONDITIONS PRECEDENT
                              --------------------

8.01.  Closing.  At the time of execution  and delivery of this  Agreement,  the
Borrowers shall have duly executed and/or  delivered to Bank the items set forth
in Part I of Schedule 2.

8.02.  Other  Conditions.  The  obligation  of Bank to make each  Loan  shall be
subject to the execution  and/or delivery to Bank of each of the items set forth
in Part I of Schedule 2 and the satisfaction by the applicable  Borrower of each
condition  set forth in Part II of  Schedule 2 and, if  applicable,  Part III of
Schedule 2..



                                      -26-
<PAGE>

8.03.  Covenant  to  Deliver.  Borrower  agrees  (not  as a  condition  but as a
covenant)  to deliver to Bank each item  required to be  delivered  to Bank as a
condition to a Loan, if the Loan is advanced. Borrower expressly agrees that the
extension  of a Loan  prior to the  receipt  by Bank of any such item  shall not
constitute a waiver by Bank of Borrower's obligation to deliver such item.

                                   ARTICLE IX
                                   ----------

                              DEFAULT AND REMEDIES
                              --------------------

9.01. Events of Default.  An "Event of Default" shall mean the occurrence of one
or more of the following described events:

         (a) Any  Borrower  shall (i) default in the payment of  principal of or
interest on the Loan when the same is due, or (ii) default in the payment of any
expense or other amount payable  hereunder or thereunder for five (5) days after
receipt of written notice from Bank that the same is due; or

         (b) Any Borrower  shall breach any provision of Section  5.03,  Section
6.01(f),  Section 6.01(g),  Section 7.01 and Section 7.02, except that if Senior
Lender shall have waived or otherwise  agreed to forbear  exercising  its rights
under the  comparable  provisions  of the  Senior  Loan  Agreement,  whether  in
writing,  orally,  or through failure to act, then as to such breach there shall
not be an Event of Default hereunder; or

         (c) Any Borrower  shall  default in the  performance  of any  covenant,
agreement or obligation (other than a covenant, agreement or obligation referred
to in, Section 9.01(a) or Section 9.01(b))  contained in any Operative  Document
and such  Borrower  shall fail to cure such  default for a period of twenty (20)
days after  Borrower knew or should have known of such  default,  except that if
Senior Lender shall have waived or otherwise  agreed to forbear  exercising  its
rights under the comparable provisions of the Senior Loan Agreement,  whether in
writing,  orally, or through failure to act, then as to such default there shall
not be an Event of Default hereunder; or

         (d) Any Borrower shall have breached any material term of any agreement
with Senior Lender,  except that if Senior Lender shall have waived or otherwise
agreed to forbear  exercising  its rights  related  to such  breach,  whether in
writing,  orally,  or through failure to act, then as to such breach there shall
not be an Event of Default hereunder; or

         (e) Any  representation or warranty made herein or on a Funding Date by
any Borrower in any Operative Document, or any certificate furnished pursuant to
the  provisions  of any  Operative  Document,  shall prove to have been false or
misleading in any material respect as of the time made or furnished; or

         (f) Any  Operative  Document or any material  term thereof shall in any
material respect cease to be, or any Borrower or any Guarantor shall assert that
any Operative  Document


                                      -27-
<PAGE>

or any material  term thereof is not, a legal,  valid and binding  obligation of
such Borrower or such Guarantor,  as applicable,  enforceable in accordance with
its terms; or

         (g) A  proceeding  shall have been  instituted  in a court of competent
jurisdiction seeking a decree or order for relief in respect of a Borrower in an
involuntary  case under any applicable  bankruptcy,  insolvency or other similar
law  now  or  hereafter  in  effect,  or  for  the  appointment  of a  receiver,
liquidator,  assignee, custodian, trustee (or similar official) of a Borrower or
for any substantial  part of its property,  or for the winding-up or liquidation
of its affairs,  and such proceeding shall remain undismissed or unstayed and in
effect for a period of sixty (60)  consecutive  days or such court shall enter a
decree or order granting the relief sought in such proceeding; or

         (h) Any Borrower  shall  commence a voluntary case under any applicable
bankruptcy,  insolvency or other  similar law now or hereafter in effect,  shall
consent  to the entry of an order for  relief in an  involuntary  case under any
such law,  or shall  consent to the  appointment  of or taking  possession  by a
receiver,  liquidator,  assignee, trustee, custodian (or other similar official)
of a  Borrower  or for any  substantial  part of its  property,  or shall make a
general assignment for the benefit of creditors,  or shall fail generally to pay
its debts as they become due, or shall take any corporate  action in furtherance
of any of the foregoing.

9.02.    Consequences of Event of Default.

         (a) If an Event of Default  specified  under and of clauses (a) through
(f) of Section  9.01 shall  occur and be  continuing,  Bank may (i)  declare the
Loans,  together  with  interest  thereon,  and  all  other  liabilities  of the
Borrowers  hereunder  and  under  the other  Operative  Documents  to be due and
payable  180 days  after  the Event of  Default,  without  presentment,  demand,
protest or further notice of any kind, all of which are hereby expressly waived,
and (ii) terminate its commitment to make the Loans and terminate any commitment
to  advance  money or  extend  credit  to or for the  benefit  of the  Borrowers
pursuant to any other agreement or commitment extended by Bank to Borrowers.

         (b) If an Event of Default specified under clause (g) or (h) of Section
9.01 shall occur,  then  immediately and without notice (i) the Loans,  together
with interest thereon,  and all other liabilities of the Borrowers hereunder and
under the other Operative Documents shall automatically  become due and payable,
without  presentment,  demand,  protest or notice of any kind,  all of which are
hereby expressly waived,  and (ii) Bank's commitment  hereunder to make the Loan
and any other  commitment  of Bank to the  Borrowers to advance  money or extend
credit pursuant to any other agreement or commitment shall be terminated.

9.03.  Rights Regarding  Collateral.  The Borrowers agree that when any Event of
Default  has  occurred  and is  continuing,  in addition to the rights set forth
above,  Bank shall have the rights,  options,  duties and  remedies of a secured
party as permitted by law and as set forth in the Security  Agreement,  subject,
however, to all FCC Rules.



                                      -28-
<PAGE>

9.04.  Reinstatement of Rights. This Agreement and the other Operative Documents
shall remain in full force and effect and  continue to be  effective  should any
petition  be filed by or  against  a  Borrower  or any of its  Subsidiaries  for
liquidation or  reorganization,  should a Borrower  become  insolvent or make an
assignment  for the  benefit of  creditors  or should a  receiver  or trustee be
appointed for all or any significant  part of a Borrower's  property and assets,
and shall continue to be effective or be  reinstated,  as the case may be, if at
any time payment and  performance of the  Obligations,  or any part thereof,  is
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee of the  Obligations,  whether as a "voidable
preference,"  "fraudulent  conveyance," or otherwise, all as though such payment
or  performance  had not been made.  In the event that any payment,  or any part
thereof, is rescinded,  reduced,  restored or returned, the Obligations shall be
reinstated  and deemed  reduced  only by such amount paid and not so  rescinded,
reduced, restored or returned. If Bank shall have proceeded to enforce any right
under this Agreement or any other Operative Document by foreclosure, sale, entry
or otherwise, and such proceedings shall have been discontinued or abandoned for
any reason or shall have been determined adversely,  then and in every such case
(unless otherwise ordered by a court of competent  jurisdiction),  Bank shall be
restored  to its  former  position  and  rights  hereunder  with  respect to the
property subject to the security interest created under this Agreement.

                                   ARTICLE X
                                   ---------

                                  MISCELLANEOUS
                                  -------------

10.01.  Modifications,  Amendments or Waivers.  The  provisions of any Operative
Document may be modified,  amended or waived only by a written instrument signed
by the parties thereto.

10.02. No Implied Waivers;  Cumulative Remedies;  Writing Required.  No delay or
failure of Bank in exercising any right,  power or remedy hereunder shall affect
or operate as a waiver thereof; nor shall any single or partial exercise thereof
or any abandonment or discontinuance of steps to enforce such a right,  power or
remedy  preclude any further  exercise  thereof or of any other right,  power or
remedy.  The  rights  and  remedies  hereunder  of Bank are  cumulative  and not
exclusive of any rights or remedies which it would  otherwise  have. Any waiver,
permit,  consent or approval of any kind or character on the part of Bank of any
breach or default  under this  Agreement or any such waiver of any  provision or
condition of this  Agreement  must be in writing and shall be effective  only in
the specified instance and to the extent specifically set forth in such writing.

10.03.  Expenses;  Indemnification.  The  Borrowers  shall pay on demand (i) all
reasonable fees and expenses, including reasonable attorneys' fees and expenses,
incurred by Bank in connection with the preparation,  execution and delivery of,
and the exercise of its duties under,  this  Agreement  and the other  Operative
Documents,   (ii)  all  reasonable  fees  and  expenses,   including  reasonable
attorneys'  fees  and  expenses,   incurred  by  Bank  in  connection  with  the
preparation,  execution  and delivery of  amendments  and waivers  hereunder and
(iii) all reasonable fees and expenses, including reasonable attorneys' fees and
expenses,  incurred by


                                      -29-
<PAGE>

Bank in  connection  with  the  enforcement  or  attempted  enforcement  of this
Agreement or any of the  Obligations  or in preserving  any of Bank's rights and
remedies (including,  without limitation, all such fees and expenses incurred in
connection with any "workout" or restructuring affecting the Operative Documents
or the  Obligations  or any  bankruptcy  or  similar  proceeding  involving  any
Borrower or any of its Affiliates). The Borrowers shall indemnify, reimburse and
hold Bank,  each of Bank's  members,  and each of their  respective  successors,
assigns,  agents,  officers,  directors,  shareholders,   servants,  agents  and
employees harmless from and against all liabilities,  losses, damages,  actions,
suits,  demands,  claims of any kind and nature  (including  claims  relating to
environmental  discharge,   cleanup  or  compliance),  all  costs  and  expenses
whatsoever  to the extent they may be  incurred or suffered by such  indemnified
party  in  connection  therewith  (including   reasonable  attorneys'  fees  and
expenses),  fines,  penalties  (and  other  charges of  applicable  governmental
authorities),  licensing fees relating to any item of  Collateral,  damage to or
loss of use of property  (including  consequential  or special  damages to third
parties or damages to a Borrower's  property),  or bodily  injury to or death of
any person  (including  any agent or employee of a Borrower)  (each, a "Claim"),
directly or indirectly  relating to or arising out of the use of the proceeds of
the Loan,  the  falsity of any  representation  or  warranty  of a Borrower or a
Borrower's  failure  to  comply  with the terms of this  Agreement  or any other
Operative Document during the Term. The foregoing indemnity shall cover, without
limitation, (i) any Claim in connection with a design or other defect (latent or
patent) in any item of equipment included in the Collateral,  (ii) any Claim for
infringement of any patent, copyright,  trademark or other intellectual property
right,  (iii) any Claim  resulting  from the presence on or under or the escape,
seepage,  leakage,  spillage,  discharge,  emission or release of any  Hazardous
Materials  on the  premises  of a  Borrower,  including  any Claims  asserted or
arising under any Environmental  Law, or (iv) any Claim for negligence or strict
or absolute liability in tort; provided,  however,  that the Borrowers shall not
indemnify  Bank for any  liability  incurred by Bank as a result of Bank's gross
negligence or willful misconduct.  Such indemnities shall continue in full force
and effect,  notwithstanding  the expiration or  termination of this  Agreement.
Upon Bank's written demand,  the Borrowers shall assume and diligently  conduct,
at its sole cost and expense,  the entire defense of Bank,  each of its members,
and  each  of  their  respective,   agents,  employees,   directors,   officers,
shareholders,  successors and assigns,  using counsel  reasonably  acceptable to
such indemnitee against any indemnified Claim. The Borrowers shall not settle or
compromise  any Claim against or involving Bank without first  obtaining  Bank's
written consent thereto,  which consent shall not be unreasonably  withheld.  If
Bank elects to assume its own defense in connection  with an indemnified  Claim,
then Bank shall not settle or  compromise  such Claim  without  first  obtaining
Borrower's  written  consent  thereto,  which consent shall not be  unreasonably
withheld,  provided  that if Borrower  does not consent  thereto,  then Borrower
shall post security or a bond in the amount of such Claim for the benefit of the
Bank.

10.04.  Waivers.  (a) Borrower shall give Bank written notice within one hundred
eighty (180) days of obtaining knowledge of the occurrence of any claim or cause
of action it  believes  it has,  or may seek to  assert to allege  against  Bank
whether such claim is based in law or equity,  arising  under or related to this
Agreement  or  any of  the  other  Operative  Documents  or to the  transactions
contemplated  hereby  or  thereby,  or any act or  omission  to act by Bank with
respect hereto or thereto, and that if it shall fail to give such notice to Bank
with  regard to any such claim


                                      -30-
<PAGE>

or cause of  action,  Borrower  shall be  deemed  to have  waived,  and shall be
forever  barred from bringing or asserting  such claim or cause of action in any
suit,  action or  proceeding in any court or before any  governmental  agency or
authority or any arbitrator.

(b)  NO  CLAIM  MAY BE  MADE  BY  ANY  BORROWER  AGAINST  BANK  OR THE  MEMBERS,
AFFILIATES,  DIRECTORS,  OFFICERS, EMPLOYEES, ATTORNEYS OF BANK FOR ANY SPECIAL,
INDIRECT,  CONSEQUENTIAL  OR PUNITIVE  DAMAGES IN RESPECT OF ANY CLAIM  (WHETHER
BASED UPON ANY BREACH OF CONTRACT,  TORT,  BREACH OF STATUTORY DUTY OR ANY OTHER
THEORY OF LIABILITY) ARISING OUT OF OR RELATED TO THE TRANSACTIONS  CONTEMPLATED
BY THIS  AGREEMENT,  OR ANY ACT,  OMISSION  OR  EVENT  OCCURRING  IN  CONNECTION
THEREWITH AND EACH BORROWER  HEREBY WAIVES,  RELEASES AND AGREES NOT TO SUE UPON
ANY CLAIM FOR ANY SUCH  DAMAGES,  WHETHER OR NOT NOW  ACCRUED AND WHETHER OR NOT
KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

10.05. Notices;  Payments.  (a) All notices and other communications given to or
made upon any party hereto in connection with this Agreement shall be in writing
(including  telexed,  telecopied or  telegraphic  communication)  and mailed (by
certified or registered mail), telexed, telegraphed,  telecopied or delivered to
the respective parties, as follows:

              Borrowers:       At the address set forth on the cover page of
                               this Agreement.

              with a
              copy to:         Gray Cary Ware & Freidenrich LLP
                               400 Capitol Mall
                               Suite 2400
                               Sacramento, California  95814
                               Attention:  Gilles S. Attia, Esq.

              Bank:            BARCLAYS BANK PLC
                               222 Broadway
                               New York, New York  10038
                               Telephone No.:  212-412-3355
                               Telecopier No.:  212-412-5306 or 07 or 08
                               Attention: Central Loan Administration/Manager,
                                         Agent Section

or in accordance with any subsequent  written direction from either party to the
other.  All such  notices and other  communications  shall,  except as otherwise
expressly  herein  provided,  be  effective  when  received;  or in the  case of
delivery  by  messenger  or  overnight  delivery  service,   when  left  at  the
appropriate address.

         (b) Unless Bank specifies  otherwise in writing,  all payments shall be
made by wire transfer to:



                                      -31-
<PAGE>

                  Federal Reserve Bank of New York
                  Account No. 026002574 in the name of Barclays Bank PLC
                  Central Loan Administration
                  Control Account No. 050-01910-4
                  Central Loan


10.06.   Termination.  This Agreement shall terminate at the end of the Term.

10.07. Severability.  If any provision of any Operative Document is held invalid
or  unenforceable  to any extent or in any  application,  the  remainder of such
Operative Document and all other Operative Documents, or the application of such
provision to different  Persons or circumstances or in different  jurisdictions,
shall not be affected thereby.

10.08.  Survival. All covenants and agreements of the Borrowers contained herein
or made in writing in  connection  herewith  shall  survive  the  execution  and
delivery of the Operative Documents, the making of Loans hereunder, the granting
of security  and the  issuance of the Notes.  All  representations  and warrants
shall be made upon the  execution  and delivery of the  Operative  Documents and
upon the  making of each  Loan;  provided  that the right to declare an Event of
Default or bring an action  for  damages or  exercise  any other  remedy if such
representations  and  warranties  are found to have been  false in any  material
respect when made shall  survive the  execution  and  delivery of the  Operative
Documents and the making of each Loan.

10.09.  Governing Law. This  Agreement,  the other  Operative  Documents and the
rights and  obligations  of the parties  hereto and thereto shall be governed by
and construed and enforced in accordance with the laws of the State of New York.

10.10.  Successors and Assigns. This Agreement and the other Operative Documents
shall be binding  upon and inure to the benefit of Bank,  all future  holders of
the Notes, the Borrowers and their respective  successors and permitted assigns,
except  that no  Borrower  may assign or transfer  its rights  hereunder  or any
interest  herein  other than as  contemplated  by Section  7.03(f) of the Nextel
Agreement  without the prior written consent of Bank. Bank may sell to any other
entity (a  "Participant")  participation  interests in Bank's  rights under this
Agreement and the other Operative  Documents;  provided that notwithstanding the
sale of participation  or assignment of rights by Bank hereunder,  the Borrowers
shall continue to deal solely and directly with one Bank in connection with this
Agreement  and the other  Operative  Documents.  Bank may disclose the Operative
Documents and any other financial or other information relating to the Borrowers
or any Subsidiary to any potential  Participant,  provided that such Participant
agrees to protect the  confidentiality  of such documents and information  using
the same measures that it uses to protect its own confidential information.




                                      -32-
<PAGE>

10.11.   Counterparts.   This  Agreement  may  be  executed  in  any  number  of
counterparts and by different parties hereto on separate  counterparts,  each of
which,  when so  executed  and  delivered,  shall be an  original,  but all such
counterparts shall together constitute one and the same instrument.

10.12. Further Assurances.  Each Borrower will, at its own expense, from time to
time do, execute,  acknowledge and deliver all further acts, deeds, conveyances,
transfers and  assurances,  and all financing and  continuation  statements  and
similar  notices,  reasonably  necessary  or proper  for the  perfection  of the
security interest being herein provided for in the Collateral, whether now owned
or hereafter acquired.

10.13.  Confidentiality.  All information  (other than periodic reports filed by
Chadmoore  with  the  Securities  and  Exchange  Commission)  disclosed  by  the
Borrowers to Bank in writing or through  inspection  pursuant to this  Agreement
shall be considered confidential.  Bank agrees to use the same degree of care to
safeguard and prevent  disclosure of such confidential  information as Bank uses
with  its  own  confidential  information,  but  in any  event  no  less  than a
reasonable degree of care. Bank shall not disclose such information to any third
party  (other than  Bank's  members,  Bank's or Bank's  member's  attorneys  and
auditors  subject to the same  confidentiality  obligation set forth herein) and
shall use such  information  only for purposes of evaluation of its extension of
credit to Borrower and the exercise of Bank's rights and the  enforcement of its
remedies  under  this  Agreement  and  the  other  Operative   Agreements.   The
obligations of  confidentiality  shall not apply to any information that (a) was
known to the public prior to disclosure by a Borrower under this Agreement,  (b)
becomes known to the public  through no fault of Bank,  (c) is disclosed to Bank
by a third  party'  having a legal  right  to make  such  disclosure,  or (d) is
independently developed by Bank.

10.14.  Jury Trial.  EACH BORROWER AND BANK, TO THE FULLEST EXTENT  PERMITTED BY
APPLICABLE LAW, HEREBY  IRREVOCABLY  WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY
ISSUE RELATING HERETO IN ANY ACTION,  PROCEEDING, OR COUNTERCLAIM ARISING OUT OF
OR RELATING TO THIS AGREEMENT.

10.15.  Payments Free of Taxes,  Etc. All payments  made by the Borrowers  under
this  Agreement  shall be made by the  Borrowers  free and clear of and  without
deduction for any and all present and future taxes, levies, charges,  deductions
and withholdings.  In addition, the Borrowers shall pay upon demand any stamp or
other  taxes,  levies  or  charges  of  any  jurisdiction  with  respect  to the
execution,   delivery,   registration,   performance  and  enforcement  of  this
Agreement.  If any taxes,  levies,  charges or other  amounts are required to be
withheld from any amounts payable to Bank, hereunder,  the amounts so payable to
Bank shall be increased to the extent  necessary to yield to Bank (after payment
of all  such  amounts)  any  such  amounts  payable  hereunder  in the  amounts,
specified in this  Agreement.  Upon request by Bank, the Borrowers shall furnish
evidence  satisfactory to Bank that all requisite  authorizations  and approvals
by, and


                                      -33-
<PAGE>

notices to and filings with, governmental authorities and regulatory bodies have
been  obtained and made and that all  requisite  taxes,  levies and charges have
been paid.

10.16. Consent to Jurisdiction;  Venue. All judicial proceedings with respect to
this Agreement and the other Operative  Documents may be brought in any state or
federal court of competent  jurisdiction  in the Borough of Manhattan,  City and
State of New  York,  and by  execution  and  delivery  of this  Agreement,  each
Borrower accepts for itself and in connection with its properties, generally and
unconditionally,  the nonexclusive  jurisdiction of such courts, and irrevocably
agrees to be bound by any  judgment  rendered  thereby in  connection  with this
Agreement.  Each Borrower irrevocably waives any right it may have to assert the
doctrine  of forum  non  conveniens  or to  object  to venue to the  extent  any
proceeding is brought in accordance with this Section. Any action with regard to
Collateral,  may be brought wherever such Collateral is located.  Nothing herein
shall affect the right of Bank to bring proceedings against a Borrower in courts
of any jurisdiction.

         [Remainder of page intentionally left blank]
























                                      -34-
<PAGE>

         IN WITNESS  WHEREOF,  the parties hereto,  by their officers  thereunto
duly authorized, have executed this Agreement as of the day and year first above
written.

Bank:                                       BARCLAYS BANK PLC


                                            By: /s/ Philip Capparis
                                            Name:  Philip Capparis
                                            Title:  Director


Borrowers:                                  CHADMOORE WIRELESS GROUP, INC.



                                            By: /s/ Robert W. Moore
                                            Name: Robert W. Moore
                                            Title: President










                                      -35-
<PAGE>

SCHEDULES

1        List of Subsidiaries
2        Conditions Precedent


EXHIBITS

A        Form of Secured Promissory Note
A-1      Form of Pledge Letter
B        Form of Borrower Joinder
C        Form of Guaranty
D        Form of Security Agreement

<PAGE>

                                   SCHEDULE 1

                              LIST OF SUBSIDIARIES

                  CHADMOORE COMMUNICATIONS, INC.

                  PTT TANNER, INC.

                  PTT BEACON HILL, INC.

                  PTT OF NEVADA, INC.

                  CMRS SYSTEMS, INC.

                  CHADMOORE COMMUNICATIONS OF TENNESSEE, INC.

                  PTT COMMUNICATIONS OF RICHMOND, LLC

                  PTT MAPLE, INC.

                  PTT COMMUNICATIONS OF HUNTSVILLE, LLC

                  PTT BURTON, INC.

                  PTT COMMUNICATIONS OF FORT WAYNE, LLC

                  PTT COMMUNICATIONS OF ROANOKE, LLC

                  PTT TRISTAN, INC.

                  PTT COMMUNICATIONS OF AUSTIN, LLC

                  PTT COMMUNICATIONS OF JACKSONVILLE, LLC

                  PTT COMMUNICATIONS OF VIRGINIA BEACH, LLC

                  PTT ROSELAND, INC.

                  PTT ARTINA, INC.

                  PTT FRANKLIN, INC.

                  PTT CHACO, INC.

                  800 SMR NETWORK, INC.

                  PTT COMMUNICATIONS OF BATON ROUGE LIMITED


<PAGE>

                  PTT COMMUNICATIONS OF LAKE CHARLES, LLC

                  PTT COMMUNICATIONS OF BAY CITY, LLC


<PAGE>
                                   SCHEDULE 2

                              CONDITIONS PRECEDENT


PART I:
------

         At the time of execution  and delivery of this  Agreement,  there shall
also have been delivered to Lender:

         (a) The Guaranty;

         (b) The Security Agreement;

         (c) The Subordination Agreement;

         (d) An Initial Pledge Letter;

         (e) A favorable opinion of corporate  counsel for the Borrowers,  dated
             as of the  closing  date,  in form and  substance  satisfactory  to
             Lender.

         (f) Copies,  certified  by the  Secretary  or  Assistant  Secretary  of
             Chadmoore  as of the  closing  date,  of all  documents  evidencing
             action taken by such Borrower  authorizing the execution,  delivery
             and  performance  of the Operative  Documents to which  Borrower or
             such Guarantor is a party,  in form and substance  satisfactory  to
             Lender and its counsel;

         (g) Good  standing  certificates  for  Chadmoore  from (i) such party's
             state of  incorporation,  and (ii) the state in which such  party's
             principal place of business is located,  together with certificates
             of the applicable  governmental  authorities  that Borrower or such
             Guarantor is in compliance with the franchise tax laws of each such
             state, each dated as of a recent date;

         (h) All necessary consents of shareholders and other third parties with
             respect  to  the  execution,   delivery  and  performance  of  this
             Agreement,  the Guaranty, the Security Agreement, the Notes and the
             other Operative Documents;

         (i) Schedules  and  Exhibits  to the  Agreement  in form and  substance
             satisfactory to Lender;

         (j) True and correct copies of schedules to Senior Credit Agreement;

         (k) Loan  Request  (timely  made in  advance  of  funding  as if Credit
             Agreement then in effect)

         (l) A Disclosure Schedule in form and substance satisfactory to Lender.


<PAGE>

PART II
-------

         On or prior to the  Funding  Date of each  Loan,  each of the items set
forth in Part I of this  Schedule 2 shall have been  delivered to Lender and the
following conditions shall have been satisfied or waived by Lender:

         (a) Each  Borrower  shall  have  provided  to  Lender  such  documents,
             instruments   and  agreements  as  Lender  shall  have   reasonably
             requested to evidence the  perfection  and priority of the security
             interests  granted to Lender  pursuant to the  Security  Agreement,
             including  form UCC-1  Financing  Statements,  duly executed by the
             applicable Borrower;

         (b) Each new Subsidiary of Borrower  which has not previously  become a
             party to the Loan Agreement,  Security  Agreement and the Guaranty,
             shall execute and deliver and become a party to the Loan Agreement,
             Security Agreement and the Guaranty;

         (c) No  Event  of  Default  or  Default  shall  have  occurred  and  be
             continuing;

         (d) The representations and warranties  contained in this Agreement and
             the other  Operative  Documents  to which each  Borrower is a party
             shall be true and  correct in all  material  respects as if made on
             such Funding Date; and

         (e) Each of the Operative Documents remains in full force and effect.

PART III

         Conditions precedent to loans to Subsidiaries.

         (a) Resolutions;

         (b) Opinion of Counsel;

         (c) Incumbency;

         (d) The  applicable  Borrower shall have duly executed and delivered to
             Lender a Note prepared by Lender with respect to the Loan; and

         (e) UCCs.


                                      -2-
<PAGE>

                                    EXHIBIT A

                      SUBORDINATED SECURED PROMISSORY NOTE


$32,500,000                                                       Las Vegas, NV
                                                                August 31, 2000



                  Chadmoore Wireless Group, Inc., a Colorado  corporation,  (the
"Borrower"), FOR VALUE RECEIVED, hereby promises to pay to the order of Barclays
Bank PLC (the  "Bank") at its  offices  as  specified  in the  Credit  Agreement
referred to below,  or such other  place as may be  designated  by Bank,  on the
dates specified in the Credit Agreement, the principal sum of THIRTY-TWO MILLION
FIVE HUNDRED  THOUSAND DOLLARS  ($32,500,000),  or if less, the aggregate unpaid
principal  amount of all Advances,  made by the Bank to the Borrower,  in lawful
money of the  United  States of  America  and in  immediately  available  funds.
Capitalized  terms not defined  herein shall have the meanings given them in the
Credit Agreement referred to below.

                  The  Borrower  promises  also to pay  interest  on the  unpaid
principal amount hereof in like money at said office for the account of the Bank
from the date hereof until such principal  amount is paid in full at the rate or
rates per annum which shall be determined in accordance  with the  provisions of
the Credit Agreement dated as of August 31, 2000,  among Borrower,  Bank and the
other  parties  thereto (as such  Credit  Agreement  may be  amended,  restated,
modified  or  supplemented  from time to time,  the  "Credit  Agreement"),  said
interest  to be payable on the dates  specified  in the  Credit  Agreement.  All
unpaid  principal and interest shall in any event be payable not later than June
30, 2002.

                  This Note is the Secured  Promissory  Note  referred to in the
Credit  Agreement and is entitled to the benefits  thereof.  This Note evidences
Advances made by the Bank to the Borrower.  This Note is subject to  prepayment,
in whole or in part, as specified in the Credit  Agreement.  In case an Event of
Default shall occur and be continuing,  the principal of and accrued interest on
this Note may become or may be  declared to be due and payable in the manner and
with the effect provided in the Credit Agreement.

                  This Note is secured by and  entitled  to the  benefits of the
Security Agreement and reference is hereby made to the Credit Agreement and such
Security  Documents for a description of the properties  mortgaged,  pledged and
assigned,  the nature and extent of the collateral and the rights of the parties
to the Security Agreement in respect of such collateral.

                  The Borrower hereby waives  presentment,  protest or notice of
any kind in connection with this Note other than notices  required by the Credit
Agreement.

                  This  Note  shall  be  construed  in  accordance  with  and be
governed  by the  law of the  State  of New  York ,  without  giving  effect  to
principles of conflicts of law.

                                      CHADMOORE WIRELESS GROUP, INC.



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


                                      A-1
<PAGE>

                                           Title:

































                                      A-2
<PAGE>
                                                                     Schedule I

<TABLE>
<CAPTION>
                           LOAN AND REPAYMENT SCHEDULE

======================== ====================== ====================== ====================== ======================
                               Amount of Principal
                                                Repayment              Unpaid Principal       Notation Made By
Date                     Amount of Loan                                Balance
<S>                      <C>                    <C>                    <C>                    <C>
------------------------ ---------------------- ---------------------- ---------------------- ----------------------

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

======================== ====================== ====================== ====================== ======================
</TABLE>


                                      A-3
<PAGE>

                                    EXHIBIT B

                                     FORM OF

                                BORROWER JOINDER


THIS  BORROWER  JOINDER (this  "Agreement"),  dated as of  __________,  ____, is
executed by [SUBSIDIARY], a ___________ [corporation] [partnership] [etc.] ("New
Subsidiary"), in favor of BARCLAYS BANK PLC (the "Bank").

                                    RECITALS

         A. Pursuant to a Credit Agreement dated as of August 31, 2000 (as
amended from time to time, the "Loan Agreement"), among Chadmoore Wireless
Group, Inc. ("Chadmoore") and certain Subsidiaries of Chadmoore (together with
Chadmoore, the "Borrowers") listed therein and Lender, Lender has agreed to
extend loans to Borrowers upon the terms and subject to the conditions set forth
therein.

         B. The Lender's obligation to extend loans to Borrowers under the Loan
Agreement is subject, among other conditions, to receipt by lender of a
Guaranty, dated as of the August ___, 2000 (the "Guaranty"), duly executed by
Chadmoore and each of its Subsidiaries and a Security Agreement, dated as of
March 2, 1999 (the "Security Agreement") duly executed by Chadmoore and each of
its Subsidiaries.

         C. Pursuant to Section 6.01(g) of the Loan Agreement, each Subsidiary
of Chadmoore that requests a Loan under the Credit Agreement is required to
become a Borrower under the Loan Agreement, and each new Subsidiary created is
required to become a Guarantor under the Guaranty and a Grantor under the
Security Agreement, by delivering and executing this Agreement to the Lender.

         D. New Subsidiary is a [new] Subsidiary of Chadmoore and expects to
derive substantial direct and indirect benefit from the transactions
contemplated by the Loan Agreement.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration of the above recitals and for other
good and  valuable  consideration,  the receipt and adequacy of which are hereby
acknowledged, New Subsidiary hereby agrees with Lender, as follows:

         1. Definitions and Interpretation. Unless otherwise defined herein, all
capitalized terms used herein and defined in the Loan Agreement shall have the
respective meanings given

                                      C-1
<PAGE>

to those terms in the Loan Agreement. New Subsidiary acknowledges receipt of
copies of the Loan Agreement, the Guaranty, the Security Agreement and the other
Operative Documents.

         2. Representations and Warranties. On and as of the date of this
Agreement (the "Effective Date") and for the benefit of the Lender, New
Subsidiary hereby makes each of the representations and warranties made by (i)
each Borrower in the Loan Agreement, (ii) each Guarantor in the Guaranty and
(iii) each Grantor in the Security Agreement.

         3. Agreement to be Bound. New Subsidiary agrees that, on and as of the
Effective Date, it shall become a Borrower under the Loan Agreement, a Guarantor
under the Guaranty and a Grantor under the Security Agreement and shall be bound
by all the provisions of the Loan Agreement, the Guaranty and the Security
Agreement to the same extent as if New Subsidiary had executed the Loan
Agreement, the Guaranty and the Security Agreement on the Closing Date.

         4. Waiver. Without limiting the generality of the waivers in the
Guaranty, New Subsidiary specifically agrees to be bound by the Loan Agreement,
the Guaranty and the Security Agreement and waives any right to notice of
acceptance of its execution of this Agreement and of its agreement to be bound
by the Loan Agreement, the Guaranty and the Security Agreement.

         5. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.

         IN WITNESS  WHEREOF,  New  Subsidiary  has caused this  Agreement to be
executed by its duly authorized officer.

                                              [SUBSIDIARY]


                                              By: _________________________
                                                  Name:
                                                  Title:

Address:

[                              ]
[                              ]
[                              ]
Attn:
Telephone:
Facsimile:




                                      C-2
Exhibit 10.4
================================================================================





                          SUBORDINATED CREDIT AGREEMENT


                           Dated as of August 31, 2000

                                      among

                                BARCLAYS BANK PLC
                                  222 Broadway
                               New York, NY 10038

                                     as Bank

                                       and

                         CHADMOORE WIRELESS GROUP, INC.
                             a Colorado corporation
                             2875 East Patrick Lane
                             Las Vegas, Nevada 89120


              (AND ANY OF ITS SUBSIDIARIES WHO MAY BECOME PARTIES)
                                  as Borrowers


================================================================================






<PAGE>
         This SUBORDINATED  CREDIT AGREEMENT,  dated as of August 31, 2000 (this
"Agreement"), is entered into by and among BARCLAYS BANK PLC ("Bank"), CHADMOORE
WIRELESS  GROUP,  INC.  ("Chadmoore"),  and any of its  SUBSIDIARIES  LISTED  ON
SCHEDULE  1 HERETO  (collectively,  the  "Chadmoore  Subsidiaries")  who  become
parties pursuant to Section  6.01(g)(i) (such Chadmoore  Subsidiaries,  together
with Chadmoore, the "Borrowers").

                                    ARTICLE I

                                 INTERPRETATION

1.01. Certain  Definitions.  Unless otherwise indicated in this Agreement or any
other Operative  Document,  the following terms,  when used in this Agreement or
any other Operative Document, shall have the following respective meanings:

         "Adjusted Base Rate" means,  for any day, a rate per annum equal to the
greater  of (a) the Prime Rate in effect on such day and (b) the  Federal  Funds
Effective  Rate in effect on such day plus 1/2 of 1%. Any change in the Adjusted
Base Rate due to a change in the Prime Rate or the Federal Funds  Effective Rate
shall be effective  from and including the effective  date of such change in the
Prime Rate or the Federal Effective Rate, respectively.

         "Adjusted  Consolidated  Tangible Net Worth" shall mean, as of any date
of  determination,  the sum of the capital stock and additional  paid-in capital
plus  retained  earnings (or minus  accumulated  deficit) of  Chadmoore  and its
Subsidiaries  minus  intangible  assets,  on a consolidated  basis determined in
accordance with GAAP, plus the aggregate book value of all FCC Licenses owned by
Chadmoore and its Subsidiaries.

         "Adjusted LIBO Rate" means, with respect to any Eurodollar Loan for any
Interest Period, an interest rate per annum (rounded upwards,  if necessary,  to
the  next  1/16 of 1%)  equal to (a) the LIBO  Rate  for  such  Interest  Period
multiplied by (b) the Statutory Reserve Rate.

         "Affiliate"  with respect to any Person,  shall mean (i) any  director,
officer or  employee of such  Person,  (ii) any Person  directly  or  indirectly
controlling  or  controlled by or under direct or indirect  common  control with
such Person, and (iii) any Person  beneficially  owning or holding 5% or more of
any class of voting  securities of such Person or any  corporation of which such
Person beneficially owns or holds, in the aggregate,  5% or more of any class of
voting  securities  The  term  "control"  means  the  possession,   directly  or
indirectly,  of the power to direct or cause the direction of the management and
policies of a Person,  whether  through the ownership of voting  securities,  by
contract or otherwise.  The term "Affiliate," when used herein without reference
to any Person, shall mean an Affiliate of Chadmoore.

         "Agreement"  has the  meaning  given to that  term in the  introductory
paragraph hereof.

         "Bank" has the meaning given to that term in the introductory paragraph
hereof.

         "Borrowers"  has the  meaning  given to that  term in the  introductory
paragraph hereof.


                                       -1-
<PAGE>

         "Business  Day"  shall mean any day other  than a  Saturday,  Sunday or
public  holiday  under  the laws of New York or Nevada or any other day on which
banking institutions are authorized or obligated to close in New York or Nevada.

         "Chadmoore"  has the  meaning  given to that  term in the  introductory
paragraph hereof.

         "Chadmoore  Subsidiaries"  has the  meaning  given to that  term in the
introductory paragraph hereof.

         "Change in Law" means (a) the adoption of any law,  rule or  regulation
after the date of this Agreement,  (b) any change in any law, rule or regulation
or in the  interpretation or application  thereof by any Governmental  Authority
after the date of this  Agreement or (c) compliance by Bank (or, for purposes of
Section 2.06, by any lending office of Bank or by such Bank's  holding  company,
if any) with any  request,  guideline  or  directive  (whether or not having the
force of law) of any  Governmental  Authority  made or issued  after the date of
this Agreement.

         "Claim" has the meaning given to that term in Section 10.03.

         "Collateral"  has  the  meaning  given  to that  term  in the  Security
Agreement.

         "Commitment Fee" has the meaning given to that term in Section 2.10.

         "Commitment  Termination Date" means the earlier of (i) March 30, 2002,
(ii) the date of the closing under the Nextel  Agreement,  (iii)  termination of
the Nextel  Agreement  pursuant  to the terms  thereof,  or (iv) the time when a
voluntary  case is commenced  by any  Borrower or a  proceeding  is commenced by
seeking a decree or order for relief in respect of any Borrower is instituted in
a court of competent jurisdiction under any applicable bankruptcy, insolvency or
similar law.

         "Communications  Act" shall  mean the  Communications  Act of 1934,  as
amended and the rules and regulations issued thereunder,  as in effect from time
to time.

         "Consolidated  Income Tax  Expense"  shall  mean,  with  respect to any
period, the provision for federal,  state, local, foreign and other income taxes
of  Chadmoore  and  its   Subsidiaries  for  such  period  as  determined  on  a
consolidated basis in accordance with GAAP.

         "Consolidated  Interest  Expense"  shall  mean ,  with  respect  to any
period,  without  duplication,  the sum of (i) the interest expense of Chadmoore
and its  Subsidiaries  for such period as determined on a consolidated  basis in
accordance with GAAP,  including,  without  limitation,  (a) any amortization of
debt  discount,  (b)  the net  cost  under  interest  rate  hedging  arrangement
(including  any  amortization  of  discounts),  (c) the interest  portion of any
deferred payment obligation,  (d) all commissions,  discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance financing
and similar  transactions and (e) all capitalized interest and accrued interest,
(ii) the interest  component of capital leases paid, accrued and/or scheduled to
be paid or accrued by Chadmoore and its Subsidiaries during such period as



                                       -2-
<PAGE>

determined on a consolidated basis in accordance with GAAP, (iii) the portion of
any rental obligation in respect of any sale/leaseback  transaction allocable to
interest  expense  (determined as if such were treated as a capital lease),  and
(iv) the amount of dividends and  distributions in respect of Preferred Stock or
Disqualified  Stock  paid by  Chadmoore's  Subsidiaries  to a Person  other than
Chadmoore or any Subsidiary of Chadmoore or by Chadmoore during such period.

         "Consolidated  Net Income" shall mean, with respect to any period,  the
net  income  (or  loss)  of  Chadmoore  and its  Subsidiaries  for  such  period
determined on a consolidated  basis in accordance  with GAAP,  adjusted,  to the
extent  included  in  calculating  such  consolidated  net  income  (or loss) by
excluding, without duplication,  (i) all extraordinary,  unusual or nonrecurring
gains or losses  and all gains or losses  from  sales or other  dispositions  of
assets out of the ordinary  course of business (net of taxes,  fees and expenses
relating to the  transaction  giving rise  thereto) for such  period,  (ii) that
portion of such net income (or loss)  derived from or in respect of  Investments
in Persons other than Chadmoore's Subsidiaries, except to the extent of any cash
dividends actually received by Chadmoore or a Subsidiary of Chadmoore  (subject,
in the  case  of any  Subsidiary,  to the  provisions  of  clause  (vi)  of this
definition); (iii) any gain or loss, net of taxes, realized upon the termination
of any employee  pension  benefit plan during such period,  (iv) that portion of
such net income (or loss) allocable to minority  interests in any Subsidiary for
such  period,  (v) net  income  (or  loss) of any  other  Person  combined  with
Chadmoore or any Subsidiary on a "pooling of interests"  basis  attributable  to
any  period  prior to the date of  combination  and (vi) the net  income  of any
Subsidiary  for such period to the extent that the  declaration  of dividends or
similar  distributions  by that  Subsidiary  of that  income  is not at the time
permitted,  directly or indirectly,  by operation of the terms of its charter or
any  agreement,   instrument,   judgment,   decree,   order,  statute,  rule  or
governmental regulations applicable to that Subsidiary or its stockholders.

         "Consolidated  Operating  Cash Flow"  shall mean,  with  respect to any
period,   Consolidated  Net  Income  for  such  period  (a)  increased  (without
duplication),  to the extent  deducted  in  arriving  at such  Consolidated  Net
Income, by the sum of (i) Consolidated  Income tax expense for such period; (ii)
Consolidated   Interest  Expense  for  such  period;  and  (iii)   depreciation,
amortization  and any other  non-cash items for such period of Chadmoore and its
Subsidiaries  (other than any non-cash item which  requires the accrual of, or a
reserve for, cash charges for any future period), including, without limitation,
amortization of capitalized debt issuance costs for such period,  all determined
on a  consolidated  basis in  accordance  with GAAP,  and (b)  decreased  by any
non-cash items (including non-recurring gains and non-recurring items of income)
to the extent they increased  Consolidated Net Income for such period (including
any partial or complete reversal of reserves taken in a prior period).

         "Consolidated  Total  Indebtedness"  shall  mean  as  of  any  date  of
determination,  an amount equal to the aggregate  amount of all  Indebtedness of
Chadmoore and its Subsidiaries outstanding as of such date of determination.

         "Credit Amount" shall mean the maximum amount that Bank is committed to
lend under the terms of this Agreement.



                                       -3-
<PAGE>

         "Current  Assets" shall mean the aggregate amount of the current assets
of Chadmoore and its Subsidiaries  which would be set forth on the balance sheet
of Chadmoore in accordance with GAAP.

         "Current  Liabilities"  shall mean the aggregate  amount of the current
liabilities  of Chadmoore and its  Subsidiaries  which would be set forth on the
balance  sheet of Chadmoore in accordance  with GAAP,  excluding (i) the current
portion  of the Loans  made  pursuant  to this  Agreement  and (ii) the  current
portion of Indebtedness to the Senior Lender.

         "Default"  shall mean any event  which with the  passing of time or the
giving of notice or both would become an Event of Default hereunder.

         "Disclosure  Schedule" shall mean the disclosure  schedule  attached as
Schedule 3 to the Senior Loan Agreement.

         "Disqualified  Stock"  means,  with respect to any Person,  any capital
stock  which,  by its terms (or by the terms of any  security  into  which it is
convertible  or for  which it is  exchangeable),  or upon the  happening  of any
event,  matures or becomes  mandatorily  redeemable,  pursuant to a sinking fund
obligation or otherwise,  or becomes exchangeable for Indebtedness at the option
of the  holder  thereof,  or  becomes  redeemable  at the  option of the  holder
thereof,  in whole or in part,  on or prior to the  final  maturity  date of the
Loans.

         "Environmental  Law" shall mean the Resource  Conservation and Recovery
Act  of  1987,  the  Comprehensive  Environmental  Response,   Compensation  and
Liability Act, and any other federal,  state,  local,  foreign or  international
statute,  law, ordinance,  code, rule,  regulation,  order, writ,  judgment,  or
decree (in each case having the force of law) (i) regulating, imposing liability
or standards of conduct  concerning the manufacture,  processing,  distribution,
use,  treatment,  storage,  disposal,  transport,  or handling of any  Hazardous
Material,  as now or at any time hereafter in effect,  or (ii) pertaining to the
protection of the health and safety of employees or the public.

         "Equity  Securities"  of any Person  shall  mean (a) all common  stock,
preferred stock,  participations,  shares, partnership interests or other equity
interests in and of such Person (regardless of how designated and whether or not
voting or non-voting) and (b) all warrants,  options and other rights to acquire
any of the foregoing.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended from time to time,  and including any rules or  regulations  promulgated
thereunder.

         "ERISA  Affiliate"  has  the  meaning  given  to that  term in  Section
3.01(m).

         "Event of Default" has the meaning given to that term in Section 9.01.

         "Facility"  shall mean any facility being operated by the Borrowers and
their  Subsidiaries  in connection  with the  management  and operation of their
business.



                                       -4-
<PAGE>

         "FCC" shall mean the Federal Communications Commission or any successor
thereto.

         "FCC  Licenses"  shall  mean  any  FCC  license,  permit,  certificate,
ordinance, approval or other authorization,  or any renewal or extension thereof
issued by the FCC.

         "FCC Rules" shall mean the rules, regulations and policies of the FCC.

         "Federal Funds Effective Rate" means, for any day, the weighted average
(rounded  upwards,  if  necessary,  to the  next  1/100  of 1%) of the  rates on
overnight Federal funds  transactions with members of the Federal Reserve System
arranged by Federal funds brokers,  as published on the next succeeding Business
Day by the  Federal  Reserve  Bank  of New  York,  or,  if  such  rate is not so
published for any day that is a Business Day, the average (rounded  upwards,  if
necessary,  to the  next  1/100 of 1%) of the  quotations  for such day for such
transactions received by the Bank from three Federal funds brokers of recognized
standing selected by it.

         "Federal  Reserve  Board"  means the Board of  Governors of the Federal
Reserve System or any successor thereto.

         "Financial  Statements"  shall  mean,  with  respect to any  accounting
period for any Person, statements of operations, retained earnings and cash flow
of such Person for such period,  and balance sheets of such Person as of the end
of such period,  setting forth in each case in comparative  form figures for the
corresponding  period in the preceding fiscal year if such period is less than a
full fiscal year or, if such period is a full fiscal year, corresponding figures
from the  preceding  fiscal  year,  all  prepared  in  reasonable  detail and in
accordance with GAAP.  Unless otherwise  indicated,  each reference to Financial
Statements  of any  Person  shall be  deemed  to refer to  Financial  Statements
prepared on a consolidated basis.

         "Funding  Date"  shall  mean  any date on which a Loan is made to or on
account of a Borrower under this Agreement.

         "GAAP"  shall  mean  generally  accepted   accounting   principles  and
practices  as in  effect in the  United  States  of  America  from time to time,
consistently applied.

         "Governmental  Authority" shall mean any domestic or foreign  national,
state or local government,  any political  subdivision  thereof, any department,
agency,  authority  or  bureau  of any of the  foregoing,  or any  other  entity
exercising  executive,  legislative,   judicial,  regulatory  or  administrative
functions of or pertaining to government.

         "Guarantor" has the meaning given in the Guaranty.

         "Guaranty" means the Guaranty in the form attached hereto as Exhibit C.

         "Hazardous Material" means any hazardous,  dangerous or toxic material,
pollutant, waste or other substance, whether solid, liquid or gaseous in nature,
which is  regulated  by any  federal,  state,  local,  foreign or  international
governmental authority.



                                       -5-
<PAGE>

         "Indebtedness" shall mean, with respect to Chadmoore or any Subsidiary,
the aggregate amount of, without duplication, (a) all obligations of such Person
for  borrowed  money,  (b) all  obligations  of such Person  evidenced by bonds,
debentures,   notes  or  other  similar  instruments,   (c)  all  non-contingent
reimbursement or payment obligations with respect to Surety Instruments, (d) all
obligations  with  respect to capital  leases,  (e) all  obligations  created or
arising  under any  conditional  sale or other title  retention  agreement  with
respect to property acquired by such Person,  (f) all obligations of such Person
to pay the  deferred  purchase  price of property or services  (excluding  trade
payables aged less than 180 days),  (g) all obligations or liabilities of others
secured by a lien on any asset of such Person, whether or not such obligation or
liability is assumed, (h) all obligations or liabilities of others guaranteed by
such Person;  and (i) any other obligations or liabilities which are required by
GAAP to be shown as debt on the balance sheet of such Person.  Unless  otherwise
indicated,  the term "Indebtedness"  shall include all Indebtedness of Chadmoore
and the Subsidiaries.

         "Interest  Payment  Date" means (a) with respect to any Base Rate Loan,
the  last  Business  Day of each  calendar  month  and (b) with  respect  to any
Eurodollar Loan, the last Business Day of the Interest Period  applicable to the
Borrowing  of  which  such  Loan is a party  and,  in the  case of a  Eurodollar
Borrowing  with an Interest  Period of more than three  months'  duration,  each
Business  Day  prior to the last day of such  Interest  Period  that  occurs  at
intervals of three months' duration after the first day of such Interest Period.

         "Interest Period" means with respect to any Eurodollar  Borrowing,  the
period  commencing on the date of such  Borrowing and ending on the  numerically
corresponding  day in the calendar  month that is one, two,  three or six months
thereafter, as the Borrower may elect; provided, that (i) if any Interest period
would end on a day other than a Business  Day,  such  Interest  Period  shall be
extended  to the next  succeeding  Business  Day  unless  such  next  succeeding
Business Day would fall in the next calendar  month, in which case such Interest
Period shall end on the next preceding Business Day and (ii) any Interest Period
that  commences on the last  Business  Day of a calendar  month (or on a day for
which there is no  numerically  corresponding  day in the last calendar month of
such  Interest  Period)  shall end on the last Business Day of the last calendar
month of such  Interest  Period.  For purposes  hereof,  the date of a Borrowing
initially shall be the date on which such Borrowing is made and thereafter shall
be the  effective  date of the most recent  conversion or  continuation  of such
Borrowing.

         "Investment"  of any Person  shall mean any loan or advance of funds by
such Person to any other Person (other than advances to employees of such Person
for moving and travel expense,  drawing accounts and similar expenditures in the
ordinary  course of business),  any purchase or other  acquisition of any Equity
Securities or Indebtedness of any other Person, any capital contribution by such
Person to or any other investment by such Person in any other Person (including,
without  limitation,  any  Indebtedness  incurred  by such  Person  of the  type
described in clauses (a) and (b) of the definition of  "Indebtedness"  on behalf
of any other Person);  provided,  however,  that  Investments  shall not include
accounts receivable or other indebtedness owed by customers of such Person which
are  current  assets  and arose  from sales or  non-exclusive  licensing  in the
ordinary course of such Person's business.



                                       -6-
<PAGE>

         "LIBO Rate" means,  with respect to any  Eurodollar  Borrowing  for any
Interest Period,  the rate appearing on Page 3750 of the Telerate Service (or on
any  successor  or  substitute  page of such  Service,  or any  successor  to or
substitute  for such  Service,  providing  rate  quotations  comparable to those
currently provided on such page of such Service, as determined by Bank from time
to time for purposes of providing  quotations  of interest  rates  applicable to
U.S.  dollar deposits in the London  interbank  market) at  approximately  11:00
a.m.,  London time, two Business Days prior to the commencement of such Interest
Period, as the rate for U.S. dollar deposits with a maturity  comparable to such
Interest  Period.  In the event that such rate is not available at such time for
any reason,  then the "LIBO Rate" with respect to such Eurodollar  Borrowing for
such  Interest  Period  shall be the  rate at  which  U.S.  dollar  deposits  of
$5,000,000,  and for a maturity  comparable to such Interest Period, are offered
by the principal London office of the Bank in immediately available funds in the
London interbank market at approximately  11:00 a.m.,  London time, two Business
Days prior to the commencement of such Interest Period.

         "Lien" shall mean any pledge, bailment, lease, mortgage, hypothecation,
conditional sales and title retention agreements,  charge, claim, encumbrance or
other lien in favor of any Person.

         "Loan"  shall mean a loan  advanced  by Bank to a  Borrower  under this
Agreement.

         "Management  Agreement"  shall  mean any  agreement  between a Borrower
and/or any of its Subsidiaries,  on the one hand, and any Other Licensee, on the
other,  pursuant  to which a Borrower  and/or any of its  Subsidiaries  operates
and/or manages Facilities for which any FCC Licenses or Other Authorizations are
held by such Other Licensee

         "Material  Adverse Effect" shall mean a material  adverse effect on (a)
the assets of the Borrowers; (b) the ability of a Borrower to pay or perform the
Obligations  in  accordance  with the  terms  of this  Agreement  and the  other
Operative  Documents and to avoid an Event of Default,  or an event which,  with
the giving of notice or the passage of time or both,  would  constitute an Event
of  Default,  under any  Operative  Document;  or (c) the rights,  remedies  and
security interests of Bank under this Agreement,  the other Operative  Documents
or any related document, instrument or agreement or on any item of Collateral.

         "Nextel  Agreement" shall mean the Agreement and Plan of Reorganization
dated as of August 21, 2000, as it maybe amended from time to time, by and among
Nextel Communications, Inc., Nextel Finance Company and Chadmoore.

         "Nextel Note" shall mean the  Subordinated  Secured  Promissory Note of
Chadmoore in favor of Unrestricted Subsidiary Funding Company dated as of August
25, 2000.

         "Note" or "Notes" shall mean the secured  promissory  note or notes, as
applicable, of a Borrower substantially in the form of Exhibit A.

         "Obligations"  shall  mean and  include  all  Loans,  advances,  debts,
liabilities and obligations, howsoever arising, owed by the Borrowers to Bank of
every kind and description



                                       -7-
<PAGE>

(whether or not evidenced by any note or  instrument  and whether or not for the
payment of money),  now existing or hereafter  arising  under or pursuant to the
terms of this  Agreement,  the  Notes,  the  Guaranty  and the  other  Operative
Documents,  including,  all interest,  fees, charges, premium payable under this
Agreement,  expenses, reasonable attorneys' fees and costs and accountants' fees
and costs  chargeable to and payable by the Borrowers  hereunder and thereunder,
in each case,  whether  direct or indirect,  absolute or  contingent,  due or to
become due, and whether or not arising  after the  commencement  of a proceeding
under Title 11 of the United  States Code (11 U. S. C. Section 101 et seq.),  as
amended from time to time (including  post-petition interest) and whether or not
allowed or allowable as a claim in any such proceeding.

         "Operative  Documents"  shall  mean  this  Agreement,  the  Notes,  the
Guaranty,  the Security  Agreement,  the  Subordination  Agreement and all other
documents,  instruments  and  agreements  executed and  delivered in  connection
herewith  or  therewith  or in  respect  of  the  closing  of  the  transactions
contemplated hereby or thereby.

         "Other  Authorization"  shall mean any  license,  permit,  certificate,
ordinance,  approval or other authorization  specifically  related to the use of
specialized  mobile radio  frequencies or the operation of a specialized  mobile
radio  business,  or any renewal or  extension  thereof,  from any  Governmental
Authority other than the FCC.

         "Other Licensee" shall mean any party,  other than the Borrowers or any
of their  Subsidiaries,  that holds an FCC License or Other  Authorization for a
Facility being operated or managed by the Borrower or any of its Subsidiaries in
connection with the management and operation of their business.

         "Permitted Indebtedness" shall mean and include:

         (a)  Indebtedness of the Borrowers to Bank;

         (b)  Indebtedness of Borrowers to Senior Lender in a principal amount
              not to exceed the principal amount outstanding on August 31, 2000;

         (c)  Indebtedness existing on the date hereof and set forth on the
              Disclosure Schedule;

         (d)  Indebtedness of a Borrower to any other Borrower;

         (e)  Indebtedness to the FCC related to 900 MHz channels; and

         (f)  Subordinated Indebtedness, so long as no Default or Event of
              Default exists prior to the incurrence thereof or would exist
              immediately after giving effect thereto.

         "Permitted Investments" shall mean and include:

         (a)  Investments in marketable obligations issued or fully guaranteed
              by the United States and maturing not more than one (1) year from
              the date of issuance;



                                      -8-
<PAGE>

         (b)  Investments in open market commercial paper rated at least "A1" or
              "P1" or higher by a national credit rating agency and maturing not
              more than one (1) year from the creation thereof;

         (c)  Other liquid Investments  maturing not more than one (1) year from
              the date of issuance  permitted under a written  investment policy
              of  Chadmoore  approved by its Board of  Directors  and by Bank in
              writing;

         (d)  Investments  pursuant to or arising under  currency  agreements or
              interest rate  agreements  entered into in the ordinary  course of
              business;

         (e)  Investments  existing on the date of this  Agreement and disclosed
              in the Disclosure Schedule;

         (f)  Investments by a Borrower in any other Borrower;

         (g)  Investments   consisting   of  loans  and  advances  to  employees
              aggregating  not  in  excess  of  Twenty-Five   Thousand   Dollars
              ($25,000) at any time;

         (h)  Investments  consisting of deposit accounts of a Borrower in which
              Bank has a perfected security interest; and

         (i)  Other  Investments  aggregating  not  in  excess  of  One  Hundred
              Thousand Dollars ($100,000) at any time.

         "Permitted Liens" shall mean:

         (a)  The Lien created as contemplated by this Agreement;

         (b)  The Lien to Senior Lender;

         (c)  Liens  for  fees,  taxes,   levies,   imposts,   duties  or  other
              governmental  charges of any kind which are not yet  delinquent or
              which are being contested in good faith by appropriate proceedings
              which suspend the collection thereof (provided, however, that such
              proceedings  do not  involve any  substantial  danger of the sale,
              forfeiture or loss of any item of  Collateral  and that a Borrower
              has  adequately  bonded  such  Lien  or  reserves   sufficient  to
              discharge  such  Lien  have  been  provided  on the  books of such
              Borrower);

         (d)  Liens identified on the Disclosure Schedule;

         (e)  Liens  and  deposits  under  workers'  compensation,  unemployment
              insurance and social security laws or to secure the performance of
              bids, tenders, contracts (other than for the repayment of borrowed
              money) or leases, or to secure statutory  obligations or to secure
              indemnity,  performance  or other  similar  bonds in the  ordinary
              course of business;



                                      -9-
<PAGE>

         (f)  Liens upon any equipment or other personal  property acquired by a
              Borrower after the date hereof to secure (i) the purchase price of
              such  equipment or other  personal  property or (ii) capital lease
              obligations  or  indebtedness   otherwise   permitted  under  this
              Agreement  and incurred  solely for the purpose of  financing  the
              acquisition of such equipment or other personal property; provided
              that (A) such Liens are confined  solely to the equipment or other
              personal property so acquired  (together with accessions  thereto,
              substitutions  therefore  and proceeds  thereof),  and (B) no such
              Lien shall be created,  incurred,  assumed or suffered to exist in
              favor of a Borrower's officers,  directors or shareholders holding
              five percent (5%) or more of a Borrower's Equity Securities;

         (g)  Easements,   reservations,  rights  of  way,  restrictions,  minor
              defects or  irregularities  in title and other similar  charges or
              encumbrances affecting real property in a manner not materially or
              adversely affecting the value or use of such property;

         (h)  Liens arising  solely by virtue of any  contractual,  statutory or
              common law provision relating to banker's liens, rights of set-off
              or similar rights as to deposit accounts and other fund maintained
              with a  depository  institution;  provided,  that (i) such deposit
              account is not a  dedicated  cash  collateral  account  and is not
              subject to restrictions  against access by a Borrower in excess of
              those set forth by regulations  promulgated by the Federal Reserve
              Board,  and (ii) such  deposit  account  is not  intended  by such
              Borrower to provide collateral to the depository institution;

         (i)  Carriers', warehousemen's,  mechanics', landlords', materialmen's,
              repairmen's or other similar Liens arising in the ordinary  course
              of business  which are not  delinquent or remain  payable  without
              penalty  or  which  are  being  contested  in  good  faith  and by
              appropriate proceedings;

         (j)  Lien  held  by  the  FCC to  secure  payment  of the  Indebtedness
              identified   in  clause  (e)  of  the   definition   of  Permitted
              Indebtedness; and

         (k)  Non-exclusive  licenses of Intellectual  Property  entered into in
              the ordinary course of business.

         "Person"  shall  mean and  include  an  individual,  a  partnership,  a
corporation,  a business  trust,  a joint  stock  company,  a limited  liability
company,  an  unincorporated  association  or other  entity and any  domestic or
foreign national, state or local government,  any political subdivision thereof,
and any department, agency, authority or bureau of any of the foregoing.

         "Preferred  Stock"  means,  with  respect  to any  Person,  any and all
shares,  interests,  participations or other equivalents (however designated) of
such Person's  preferred or preference  stock whether now  outstanding or issued
after the date hereof, and including, without limitation, all classes and series
of preferred or preference stock of such Person.



                                      -10-
<PAGE>

         "Prime  Rate" means the rate of interest per annum  publicly  announced
from  time to time by  Barclays  Bank PLC,  as its  prime  rate in effect at its
principal  office in New York  City;  each  change in the  Prime  Rate  shall be
effective from and including the date such change is publicly announced as being
effective.

         "Security  Agreement"  shall mean the  Security  Agreement  in the form
attached hereto as Exhibit D.

         "Senior Lender" means GATX Capital Corporation, a Delaware corporation.

         "Senior Loan Agreement" means the Senior Secured Loan Agreement,  dated
as of March 2, 1999, among the Senior Lender, Chadmoore and certain Subsidiaries
of Chadmoore, as amended.

         "Solvent"  shall mean,  with respect to any Person on any date, that on
such date (a) the fair value of the  property of such Person is greater than the
fair  value  of  the  liabilities  (including,  without  limitation,  contingent
liabilities)  of such Person,  (b) the present fair saleable value of the assets
of such  Person is not less than the  amount  that will be  required  to pay the
probable  liability  of such  Person on its debts as they  become  absolute  and
matured,  (c) such Person does not intend to, and does not believe that it will,
incur debts or liabilities beyond such Person's ability to pay as such debts and
liabilities  mature  and (d) such  Person  is not  engaged  in a  business  or a
transaction,  and is not about to engage in a  business  or a  transaction,  for
which such Person's property would constitute an unreasonably small capital.

         "State PUC" shall mean any state administrative agency that has primary
jurisdiction  for  the  regulation  of  specialized  mobile  radio  services  or
telecommunications services.

         "State PUC Rules" shall mean the rules, regulations and policies of any
State PUC.

         "Statutory Reserve Rate" means a fraction (expressed as a decimal), the
numerator of which is the number one and  denominator of which is the number one
minus the aggregate of the maximum reserve percentages  (including any marginal,
special,  emergency or supplemental reserves) expressed as a decimal established
by the  Federal  Reserve  Board to which the Bank is  subject  for  eurocurrency
funding (currently referred to as "Eurocurrency  Liabilities" in Regulation D of
the Federal Reserve Board). Such reserve percentages shall include those imposed
pursuant to such  Regulation D.  Eurodollar  Loans shall be deemed to constitute
eurocurrency  funding  and to be subject to such  reserve  requirements  without
benefit of or credit for proration,  exemptions or offsets that may be available
from time to time to Bank under such Regulation D or any comparable  regulation.
The  Statutory  Reserve  Rate shall be adjusted  automatically  on and as of the
effective date of any change in any reserve percentage.

         "Subordinated   Indebtedness"   shall   mean   unsecured   Indebtedness
subordinated to the  Obligations on terms and conditions,  including no payments
of principal while the Obligations  are  outstanding,  acceptable to Bank in its
sole and absolute discretion.



                                      -11-
<PAGE>

         "Subordination   Agreement"  shall  mean  that  certain   Subordination
Agreement,  dated as of August 31, 2000,  between GATX Capital  Corporation  and
Barclays Bank, PLC.

         "Subsidiary"  shall mean, with respect to any Person, a Person of which
a majority of the outstanding  voting stock or other Equity  Securities is owned
by such Person directly or indirectly through Subsidiaries.

         "Surety  Instruments"  shall  mean all  letters  of  credit  (including
standby and commercial),  banker's acceptances, bank guaranties, shipside bonds,
surety bonds and similar instruments.

         "Term"  shall mean the period from and after the date hereof  until the
payment or satisfaction in full of all Obligations  under this Agreement and the
other Operative Documents.

         "Transfer"  shall  have  the  meaning  given  to that  term in  Section
7.01(c).

1.02.  Headings.  Headings  in this  Agreement  and each of the other  Operative
Documents  are for  convenience  of  \reference  only  and  are not  part of the
substance hereof or thereof.

1.03.  Plural Terms.  All terms defined in this Agreement or any other Operative
Document in the singular  form shall have  comparable  meanings when used in the
plural form and vice versa.

1.04. Construction.  This Agreement is the result of negotiations among, and has
been  reviewed  by,  the  Borrowers  and  Bank  and  their  respective  counsel.
Accordingly,  this  Agreement  shall be deemed to be the  product of all parties
hereto, and no ambiguity shall be construed in favor of or against the Borrowers
or Bank.

1.05.  Entire  Agreement.  This Agreement,  together with the terms set forth in
each of the other Operative Documents,  taken together,  constitute and, contain
the  entire  agreement  of the  Borrowers  and Bank  and,  with  regard to their
respective subject matters, supersede any and all prior agreements, term sheets,
negotiations,  correspondence,   understandings  and  communications  among  the
parties,  whether  written or oral,  with  respect to their  respective  subject
matters.

1.06. Other Interpretive Provisions. References in this Agreement to "Articles,"
"Sections,"  "Exhibits,"  "Schedules"  and "Annexes" are to articles,  sections,
exhibits,  schedules and annexes herein and hereto unless  otherwise  indicated.
References in this  Agreement and each of the other  Operative  Documents to any
document,  instrument or agreement  shall  include (a) all exhibits,  schedules,
annexes  and  other  attachments  thereto,  (b) all  documents,  instruments  or
agreements  issued or executed in  replacement  thereof,  and (c) such document,
instrument or agreement,  or  replacement or  predecessor  thereto,  as amended,
modified and supplemented from time to time and in effect at any given time. The
words  "hereof,"  "herein" and "hereunder" and words of similar import when used
in this Agreement or any other Operative  Document shall refer to this Agreement
or such other Operative Document,  as the case may be, as a whole and


                                      -12-
<PAGE>

not to any  particular  provision  of this  Agreement  or such  other  Operative
Document,  as the case may be. The words  "include" and "including" and words of
similar import when used in this Agreement or any other Operative Document shall
not be construed to be limiting or exclusive. Unless otherwise indicated in this
Agreement or any other  Operative  Document,  all accounting  terms used in this
Agreement or any other Operative Document shall be construed, and all accounting
and  financial  computations  hereunder  or  thereunder  shall be  computed,  in
accordance with GAAP.

                                   ARTICLE II
                                   ----------

                                   THE CREDIT
                                   ----------

2.01. Credit Facility; Notes.

         (a)  Availability.  On the terms and subject to the conditions  hereof,
Bank agrees to make Loans to the Borrowers up to an aggregate  principal  amount
of Thirty-Two Million Five Hundred Thousand Dollars ($32,500,000).

         (b)  Type of  Loans.  Subject  to  Section  2.05,  each  Loan  shall be
comprised  entirely of Base Rate Loans or  Eurodollar  Loans as the Borrower may
request in accordance herewith.

         (c) Minimum Amounts.  At the commencement of each Interest Period for a
Eurodollar  Loan,  such  request  shall  be in an  aggregate  amount  that is an
integral  multiple of $100,000  and not less than  $1,000,000.  At the time that
each Base Rate Borrowing is made, such Borrowing shall be in an aggregate amount
that  is an  integral  multiple  of  $100,000  and  not  less  than  $1,000,000.
Borrowings of more than one Type may be outstanding  at the same time;  provided
that  there  shall  not at any  time  be  more  than a  total  of 10  Eurodollar
Borrowings outstanding.

         (d)  Maximum  Amount.   The  initial  Loan  Request  shall  not  exceed
$5,200,000 plus any fees, interests, or other expenses (i) then due hereunder or
which are reasonably expected to become due in the next 30 days thereafter,  and
(ii)  payable  under a letter  agreement  dated the date of this  Agreement.  No
subsequent  Loan Request shall request a Loan of more than the sum of $1,300,000
plus any fees or interest then due hereunder or which are reasonably expected to
become due within 30 days thereafter.

         (e) Frequency. Loans shall be made to the Borrowers not more often than
monthly, on or before the fifth Business Day of a calendar month.

         (f)  Identity  of  Borrower.  Bank  shall  advance  a Loan  only to the
Borrower that will utilize the proceeds of such Loan, provided that Loans may be
advanced by Bank to any Subsidiaries of Chadmoore only if the conditions of Part
III of Schedule 2 have been satisfied.

         (g) Notes.  The obligation of a Borrower to repay the aggregate  unpaid
principal  amount  of and  interest  on  each  Loan to such  Borrower  shall  be
evidenced by a Note.  Bank may,


                                      -13-
<PAGE>

and is hereby  authorized by each Borrower to, endorse on a grid annexed to such
Note appropriate  notations  regarding such Loan;  provided,  however,  that the
failure to make,  or an error in making,  any such  notation  shall not limit or
otherwise affect the obligations of a Borrower hereunder or under such Note.

         (h) Termination of Commitment to Lend.  Notwithstanding anything to the
contrary in the Operative  Documents,  Bank's obligation to lend the undisbursed
portion  hereunder  shall  be  suspended  upon the  occurrence  and  during  the
continuation  of an Event of  Default,  and shall  terminate  on the  Commitment
Termination Date.

         (i) Maturity. All unpaid principal and interest shall, in any event, be
paid not later than June 30, 2002.

2.02.    Requests for Borrowings; Funding.

         (a) To  request a Loan,  the  Borrower  shall  notify  the Bank of such
request by telephone (i) in the case of a Eurodollar  Loan, not later than 11:00
a.m.,  New York City time,  three  Business Days before the date of the proposed
Borrowing  or (ii) in the case of a Base Rate Loan,  not later than 11:00  a.m.,
New York City time, one Business Day before the date of the proposed Loan.  Each
such  telephonic  Loan  Request  shall be  irrevocable  and  shall be  confirmed
promptly by hand delivery or telecopy of the Bank of a written Loan Request in a
form approved by the Bank and signed by the Borrower.  Each such  telephonic and
written Loan Request shall specify the following information:

             (i)  the Borrower (which,  if the Borrower is other than Chadmoore,
                  must have complied with Part III of Schedule 2);

             (ii) the aggregate amount of the Loan being requested;

             (iii)whether  such Loan is to be a Base  Rate Loan or a  Eurodollar
                  Loan;

             (iv) the  location  and number of the  Borrowers'  account to which
                  funds are to be disbursed.

         The initial Loan made hereunder,  and any other Loan if no type of Loan
is specified in the Loan Request shall be a Base Rate Borrowing.

         (b)  Bank  shall  make  each  Loan to be made  by it  hereunder  on the
proposed  date thereof by wire  transfer of  immediately  available  funds to an
account of the  Borrower  designated  by the  Borrower  in the  applicable  Loan
Request.

2.03. Use of Proceeds. The proceeds of the Loans shall be used to pay principal,
interest  and fees on  Indebtedness  to  Senior  Lender,  to pay  principal  and
interest under the Nextel Note, to pay fees and interest on Loans made hereunder
for working capital and other general corporate purposes.



                                      -14-
<PAGE>

2.04.    Interest.

         (a) Base Rate Borrowings.  Each Base Rate Loan shall bear interest at a
rate per annum equal to the Adjusted Base Rate plus 3.5%.

         (b) Eurodollar Borrowings.  Each Eurodollar Loan shall bear interest at
a rate per annum  equal to the  Adjusted  LIBO Rate for the  Interest  Period in
effect for such Loan plus 4.5%.

         (c) Default  Interest.  Notwithstanding  the foregoing,  (i) during the
period when any Event of Default  shall have  occurred  and be  continuing,  the
principal of each Loan hereunder  shall bear  Interest,  after as well as before
judgment, at a rate per annum (herein, the "Post-Default Rate") equal to 2% plus
the rate,  otherwise  applicable to such Loan as provided  above and (ii) if any
interest  on any  Loan  or any  fee or  other  amount  payable  by the  Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise,  such  overdue  amount shall bear  interest,  after as well as before
judgment,  at a rate per annum  equal to the  Post-Default  Rate for the Loan in
respect of which such interest is payable.

         (d) Payment of Interest. Accrued interest on each Loan shall be payable
in arrears  on each  Interest  Payment  Date for such  Loan;  provided  that (i)
interest accrued pursuant to paragraph (c) of this Section 2.04 shall be payable
on demand,  (ii) in the event of any repayment or  prepayment of any  Eurodollar
Loan (or the repayment or prepayment in full of the Loans),  accrued interest on
the  principal  amount  repaid or  prepaid  shall be payable on the date of such
repayment  or  prepayment,  and  (iii)  in the  event of any  conversion  of any
Eurodollar  Loan  prior  to the end of the  current  Interest  period  therefor,
accrued  interest  on such Loan shall be payable on the  effective  date of such
conversion.

         (e) Computation.  All interest hereunder shall be computed on the basis
of a year of 360  days,  except  that  interest  computed  by  reference  to the
Adjusted  Base Rate at times when the  Adjusted  Base Rate is based on the Prime
Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap
year),  and in each case shall be payable for the actual  number of days elapsed
(including the first day but excluding the last day).  The  applicable  Adjusted
Base Rate,  Adjusted LIBO Rate or LIBO Rate shall be determined by the Bank, and
such determination shall be conclusive absent manifest error.

2.05.  Alternate Rate of Interest.  If prior to the commencement of any Interest
Period for a Eurodollar Loan, the Bank determines (which  determination shall be
conclusive  absent  manifest  error) that adequate and  reasonable  means do not
exist for  ascertaining  the Adjusted LIBO Rate or the LIBO Rate, as applicable,
for such Interest  Period;  then the Bank shall give notice thereof to Chadmoore
by telephone or telecopy as promptly as  practicable  thereafter  and, until the
Bank notifies  Chadmoore  that the  circumstances  giving rise to such notice no
longer exist, (i) any Interest  Election Request that requests the conversion of
any Loan  to,  or  continuation  of any Loan  as,  a  Eurodollar  Loan  shall be
ineffective and (ii) if any Loan Request  requests a Eurodollar  Loan, such Loan
shall be made as a Base Rate Loan.



                                      -15-
<PAGE>

2.06.    Increased Costs.

         (a) Increased Costs Generally. If any Change in Law shall:

             (i) impose, modify or deem applicable any reserve,  special deposit
or similar  requirement  against assets of, deposits with or for the account of,
or credit  extended by, Bank (except any such reserve  requirement  reflected in
the Adjusted LIBO Rate); or

             (ii)  impose  on Bank or the  London  interbank  market  any  other
condition  affecting this Agreement or Eurodollar Loans made by such Bank or any
participation therein;

and the result of any of the  foregoing  shall be to  increase  the cost to such
Bank of  making  or  maintaining  any  Eurodollar  Loan (or of  maintaining  its
obligation to make any such Loan) or to reduce the amount of any sum received or
receivable by such Bank hereunder (whether of principal, interest or otherwise),
then the  Borrower  will pay to such Bank such  additional  amount or amounts as
will  compensate  such  Bank,  as the case may be,  for  such  additional  costs
incurred or reduction suffered.

         (b)  Capital  Requirements.  If any  Bank or  Issuing  Bank  reasonably
determines that any Change in Law regarding  capital  requirements  has or would
have the effect of reducing the rate of return on such Bank's  capital or on the
capital  of such  Bank's  holding  company,  if any,  as a  consequence  of this
Agreement or the Loans made by such Bank,  to a level below that which such Bank
or such Bank's  holding  company  could have achieved but for such Change in Law
(taking into  consideration such Bank's policies and the policies of such Bank's
holding  company with respect to capital  adequacy),  then from time to time the
Borrower  will pay to such  Bank,  such  additional  amount or  amounts  as will
compensate  such Bank, or such Bank's  holding  company,  for any such reduction
suffered.

         (c)  Certificates  from Banks.  A certificate of Bank setting forth the
amount or amounts  necessary to compensate such Bank or its holding company,  as
the case may be, as specified in paragraph (a) or (b) of this Section 2.06 shall
be  delivered  to  Chadmoore  and shall be  conclusive  so long as it reflects a
reasonable  basis for the  calculation of the amounts set forth therein and does
not contain any  manifest  error.  The  Borrower  shall pay such Bank the amount
shown as due on any such certificate within 10 days after receipt thereof.

         (d) Delay in  Requests.  Failure or delay on the part of Bank to demand
compensation pursuant to this Section 2.06 shall not constitute a waiver of such
Bank's right to demand such  compensation;  provided that the Borrower shall not
be required to compensate a Bank pursuant to this Section 2.06 for any increased
costs or  reductions  incurred  more than six months prior to the date that such
Bank, as the case may be, notifies the Borrower of the Change in Law giving rise
to such  increased  costs or  reductions  and of such Bank's  intention to claim
compensation  therefor;  provided further that, if the Change in Law giving rise
to such increased costs or reductions is retroactive,  then the six-month period
referred to above shall be extended to include the period of retroactive  effect
thereof.



                                      -16-
<PAGE>

2.07. Break Funding  Payments.  In the event of (a) the payment of any principal
of any  Eurodollar  Loan  other  than  one the last  day of an  Interest  Period
applicable  thereto  (including  as a result  of an Event of  Default),  (b) the
conversion  of any  Eurodollar  Loan other than on the last day of the  Interest
Period  applicable  thereof,  (c) the  failure to borrow,  convert,  continue or
prepay any Loan on the date specified in any notice  delivered  pursuant  hereto
(regardless  of whether such notice is permitted to be revocable  and is revoked
in accordance  herewith) or (d) the assignment of any Eurodollar Loan other than
on the last day of the  Interest  Period  applicable  thereto  as a result  of a
request by the Borrower  pursuant to Section 2.07,  then, in any such event, the
Borrower shall  compensate Bank for the loss,  cost and expense  attributable to
such event.

         In the case of a Eurodollar Loan, the loss to Bank  attributable to any
such event  shall be deemed to include an amount  determined  by such Bank to be
equal to the excess,  if any, of (i) the amount of interest that such Bank would
pay for a deposit equal to the principal amount of such Loan for the period from
the date of such payment,  conversion,  failure or assignment to the last day of
the then current  Interest period for such Loan (or, in the case of a failure to
borrow, convert or continue, the duration of the Interest Period that would have
resulted from such borrowing,  conversion or  continuation) if the interest rate
payable on such deposit were equal to the Adjusted  LIBO Rate for such  Interest
period,  over (ii) the  amount of  interest  that such Bank  would  earn on such
principal  amount  for such  period if such Bank were to invest  such  principal
amount for such period at the interest  rate that would be bide by such Bank (or
an  affiliate  of such Bank) for U.S.  dollar  deposits  from other banks in the
eurodollar  market at the  commencement  of such period.  A certificate  of Bank
setting  forth any  amount or  amounts  that such Bank is  entitled  to  receive
pursuant to this  Section  2.07 shall be  delivered to the Borrower and shall be
conclusive  absent manifest  error.  The Borrower shall pay such Bank the amount
shown as due on any such certificate within 10 days after receipt thereof.

2.08.    Prepayments.

         (a) Optional  Prepayments.  Borrower may make  prepayments of Loans, at
any time,  in whole or in part subject to the other  provisions  of this Section
2.08.

         (b) Mandatory Prepayments.  Subject to Borrower's obligations under the
Senior Loan Agreement, Borrower shall make prepayments of the Loans hereunder:

             (i) any time after the obligations  under the Senior Loan Agreement
have been paid in full or at any other time that Senior  Lender does not require
that such amounts be applied to obligations  under the Senior Loan Agreement and
the  Borrowers   have  aggregate   proceeds  from  sales,   exchanges  or  other
dispositions  of assets  outside  the  ordinary  course of business in excess of
$2,000,000  after  payment of any  expenses  incurred  in  connection  with such
dispositions, then, subject to the requirements of Section 2.08(c), the proceeds
shall be paid to Lender; and



                                      -17-
<PAGE>

             (ii) on the  date of any  sale,  issuance  or other  incurrence  of
Indebtedness  or sale of securities,  in an amount equal to the cash proceeds of
such  transaction  net  of  any  expenses   incurred  in  connection  with  such
transaction.

         (c) Amount to be Paid.  Any  prepayment  other than  prepayment in full
must be of a principal  amount of $2,000,000  or more, in integral  multiples of
$1,000,000  at a price  equal  to the  principal  amount  of each  Loan so to be
prepaid,  plus interest  accrued  thereon through and including the date of such
prepayment plus any amount due under Section 2.07.

         (d)  Notification  of Payments.  The Borrower  shall notify the Bank by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar  Borrowing,  not later than 11:00 a.m., New York City
time,  three  Business Days before the date of prepayment or (ii) in the case of
prepayment of a Base Rate  Borrowing,  not later than 11:00 a.m.,  New York City
time, on the date of prepayment. Each such notice shall be irrevocable and shall
specify  the  prepayment  date and the  principal  amount of each  Borrowing  or
portion  thereof to be prepaid.  Each  partial  payment of any  Borrowing  under
paragraph (a) of this Section 2.08 shall be in an amount that would be permitted
in the case of an advance of a Borrowing of the same Type as provided in Section
2.02.

2.09.    Other Payment Terms.

         (a) Place and Manner. The Borrowers shall make all payments due to Bank
in lawful money of the United States,  in immediately  available  funds,  at the
address for payments and in the manner specified in Section 10.05(b).

         (b) Date.  Whenever any payment due  hereunder  shall fall due on a day
other than a Business  Day,  such payment  shall be made on the next  succeeding
Business Day, and such extension of time shall be included in the computation of
interest or fees, as the case may be.

2.10.  Commitment Fee.  Chadmoore shall pay a fee (the "Commitment Fee") of 1.0%
per annum  payable  quarterly  in arrears on the average  unused  portion of the
amount available under Section 2.01.

                                  ARTICLE III
                                  -----------

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

3.01.  Representations  and  Warranties.  Except as set forth in the  Disclosure
Schedule,  each Borrower makes the following  representations  and warranties to
Bank as of the date hereof and again on each Funding Date:

         (a) Due  Incorporation,  Qualification,  etc. Each of such Borrower and
its  Subsidiaries  (i)  is a  corporation  or  limited  liability  company  duly
organized,  validly existing and in good standing under the laws of its state of
incorporation  or formation;  (ii) has the power and authority to own, lease and
operate its properties and carry on its business as now conducted;  and (iii) is



                                      -18-
<PAGE>

duly  qualified,  licensed  to do  business  and in good  standing  as a foreign
corporation or limited liability company in each jurisdiction  where the failure
to be so qualified or licensed  could  reasonably be expected to have a Material
Adverse Effect.

         (b) Authority. The execution, delivery and performance by such Borrower
of each Operative  Document to be executed by such Borrower and the consummation
of the  transactions  contemplated  thereby  (i) are  within  the  power of such
Borrower and (ii) have been duly authorized by all necessary actions on the part
of such Borrower.

         (c)  Enforceability.   Each  Operative  Document  executed,  or  to  be
executed,  by such Borrower has been, or will be, duly executed and delivered by
such Borrower and constitutes,  or will constitute,  a legal,  valid and binding
obligation  of such  Borrower,  enforceable  against such Borrower in accordance
with its terms,  except as limited by  bankruptcy,  insolvency  or other laws of
general  application  relating to or affecting  the  enforcement  of  creditors'
rights generally and general principles of equity.

         (d)  Non-Contravention.  The execution and delivery by such Borrower of
the  Operative  Documents  executed by such  Borrower  and the  performance  and
consummation of the  transactions  contemplated  thereby do not and will not (i)
violate the articles of  incorporation  or bylaws or certificate of formation or
limited liability  company agreement of such Borrower or any material  judgment,
order, writ, decree,  statute,  rule or regulation  applicable to such Borrower;
(ii) violate any provision of, or result in the breach or the  acceleration  of,
or entitle any other Person to accelerate (whether after the giving of notice or
lapse of time or both), any material mortgage, indenture,  agreement, instrument
or contract to which such Borrower is a party or by which it is bound;  or (iii)
result in the creation or  imposition  of any Lien upon any  property,  asset or
revenue  of such  Borrower  (other  than any Lien  arising  under the  Operative
Documents) or the suspension,  revocation, impairment, forfeiture, or nonrenewal
of any material permit,  license,  authorization or approval  applicable to such
Borrower, its business or operations, or any of its assets or properties.

         (e) Approvals.  No consent,  approval,  order or  authorization  of, or
registration,  declaration or filing with, any  Governmental  Authority or other
Person  (including,  without  limitation,  the  shareholders  of any  Person) is
required  in  connection  with  the  execution  and  delivery  of the  Operative
Documents  executed by such Borrower and the performance and consummation of the
transactions contemplated thereby.

         (f) No Violation or Default.  None of such Borrower or such  Borrower's
Subsidiaries  is in  violation of or in default with respect to (i) its articles
of  incorporation  or bylaws or  certificate  of formation or limited  liability
company agreement or any material judgment,  order, writ, decree,  statute, rule
or regulation applicable to such Person; (ii) any material mortgage,  indenture,
agreement, instrument or contract to which such Person is a party or by which it
is bound  (nor is there any  waiver in effect  which,  if not in  effect,  would
result in such a violation or default),  where,  in each case, such violation or
default,  individually,  or together with all such violations or defaults, could
reasonably be expected to have a Material  Adverse Effect.  Without limiting the
generality  of  the  foregoing,   none  of  such  Borrower  or  such  Borrower's
Subsidiaries


                                      -19-
<PAGE>

(A) has  violated  any  Environmental  Law,  (B) has  any  liability  under  any
Environmental  Law or (C) has  received  notice  or  other  communication  of an
investigation or is under  investigation  by any  Governmental  Authority having
authority  to enforce  Environmental  Law,  where such  violation,  liability or
investigation could reasonably be expected to have a Material Adverse Effect. No
Default or Event of Default has occurred and is continuing.

         (g) Nextel  Agreement.  The Nextel Agreement  remains in full force and
effect,  there has been no breach or  default  or event that (with the giving of
notice  or the  passage  of time or  both)  could  become a  breach  or  default
thereunder.  No party  thereto has given notice under Section 9.01 of the Nextel
Agreement.

                                   ARTICLE IV
                                   ----------

                             REPORTING REQUIREMENTS
                             ----------------------

4.01.    Furnishing Reports.  Chadmoore shall furnish to Bank:

         (a) Reports to Senior  Lender.  As and when delivered to Senior Lender,
true, correct and complete copies of financial statements,  reports,  notices or
other information  delivered to Senior Lender  (including,  without  limitation,
deliveries required under Article IV of the Senior Loan Agreement).

         (b) Notices  Under Nextel  Agreement.  As and when  delivered to Nextel
Finance  Company,  true,  correct and  complete  copies of any notice  delivered
pursuant to the Nextel  Agreement,  and,  promptly after management of Chadmoore
becomes  aware  thereof,  and in any event within ten (10) Business Days of such
awareness,  provide  Bank with notice of any breach or default  under the Nextel
Agreement.

         (c)  Miscellaneous.  Promptly upon request,  such other information and
reports as Bank may reasonably request from time to time.

                                   ARTICLE V
                                   ---------

                    SECURITY; GUARANTIES; CORPORATE STRUCTURE
                    -----------------------------------------

5.01.  Security  Agreement.  The  Obligations  shall be secured by the  Security
Agreement  which  shall  be  entered  into  by each of the  Borrowers  and  each
Guarantor,   provided,  however,  that  upon  the  closing  of  the  transaction
contemplated in the Nextel Agreement, Bank shall release the Collateral upon the
assumption as contemplated by Section 7.03(f) of the Nextel Agreement.

5.02.  Guaranty.  Each of the Borrowers and each new  Subsidiary  shall become a
party to the Guaranty and guaranty the Obligations of each of the Borrowers.

5.03.    Corporate Structure.



                                      -20-
<PAGE>

         (a) Formation of New Subsidiaries. Without the prior written consent of
Bank,  Chadmoore and its Subsidiaries  shall not form or suffer to exist any new
Subsidiaries.

         (b) Consolidation of Existing  Subsidiaries.  Subject to receipt of FCC
approval, Chadmoore shall use commercially reasonable efforts to (i) consolidate
all FCC  Licenses  (other than those with  respect to which the  Borrowers  have
existing  contractual  obligations  to  maintain  licenses  in  non-wholly-owned
Subsidiaries)  in one or more  non-operating  direct  Subsidiaries of Chadmoore,
(ii)  consolidate  its  operations  (except  with respect to the  operations  of
non-wholly-owned  Subsidiaries) in one or more direct Subsidiaries of Chadmoore,
and (iii)  eliminate  through  merger  or  liquidation  all  other  wholly-owned
Subsidiaries.

                                   ARTICLE VI
                                   ----------

                              AFFIRMATIVE COVENANTS
                              ---------------------

6.01.    Affirmative Covenants.

         (a) Existence; Good Standing; Maintenance. Each Borrower shall maintain
or cause to be maintained its and each of its Subsidiaries'  corporate existence
(except as permitted in Section  7.01(e)) and good standing in its  jurisdiction
of incorporation  and maintain  qualification in each  jurisdiction in which the
failure to so qualify would  reasonably  be expected to have a Material  Adverse
Effect.  Each Borrower shall maintain,  and shall cause each of its Subsidiaries
to  maintain,  in force all  licenses,  approvals  and  agreements  necessary to
construct its network  infrastructure  and otherwise  operate its business,  the
loss of which would reasonably be expected to have a Material Adverse Effect.

         (b) Government Compliance.

             (i)  Subject to the more  specific  requirements  of  clauses  (ii)
                  through (ix) below,  each  Borrower  shall  comply,  and shall
                  cause each  Subsidiary  to comply,  with all  statutes,  laws,
                  ordinances and  government  rules and  regulations,  including
                  Environmental Laws, to which it is subject, noncompliance with
                  which could  reasonably be expected to have a Material Adverse
                  Effect or a material  adverse  effect on the Collateral or the
                  priority of Bank's Lien on the Collateral. Each Borrower shall
                  meet,  and shall cause each  Subsidiary  to meet,  the minimum
                  funding  requirements  of ERISA with  respect to any  employee
                  benefit plans subject to ERISA.

             (ii) Each   Borrower  and  its   Subsidiaries   shall  operate  the
                  Facilities  in all material  respects in  accordance  with the
                  terms  and  conditions  of the  FCC  Licenses  and  the  Other
                  Authorizations,  if any,  that are  necessary  or advisable in
                  connection with the control,  management, and operation of the
                  business  of  the  Borrowers,   and  in  compliance  with  any
                  applicable   law,


                                      -21-
<PAGE>

                  including the requirements of the Communications  Act, the FCC
                  Rules, public utilities laws, and State PUC Rules.

             (iii)Each of the  Borrowers and its  Subsidiaries  shall obtain any
                  appropriate FCC Licenses and any Other Authorizations, if any,
                  necessary for it to acquire, own, lease,  control,  manage and
                  operate their business.

             (iv) Each of the Borrowers and its Subsidiaries shall comply in all
                  material  respects  with, and shall ensure that all Facilities
                  comply in all material respects with the  Communications  Act,
                  the FCC Rules, any applicable public utilities laws, State PUC
                  Rules, and the FCC Licenses and Other Authorizations,  if any,
                  that  are  necessary  or  advisable  in  connection  with  the
                  control,  management,  and  operation  of the business of such
                  Borrowers and its Subsidiaries.

             (v)  Each of Borrowers and its Subsidiaries shall duly, timely, and
                  accurately file all material reports and documents required by
                  the Communications  Act, required by the FCC Rules,  requested
                  by the FCC,  required by any applicable public utilities laws,
                  required  by any State PUC Rules,  or  requested  by any State
                  PUC.

             (vi) Each of the  Borrowers  and its  Subsidiaries  shall  take all
                  actions and  perform all  obligations  that are  necessary  or
                  advisable  to comply in all material  respects  with the terms
                  and  conditions  of all FCC  Licenses  that are  necessary  or
                  advisable  in  connection  with the control,  management,  and
                  operation   of  the   business  of  such   Borrower   and  its
                  Subsidiaries,  and to maintain such FCC Licenses in full force
                  and effect and without  adverse  modification  or  impairment.
                  Each of the  Borrowers  and its  Subsidiaries  shall  take all
                  actions and  perform all  obligations  that are  necessary  to
                  comply in all material  respects with the terms and conditions
                  of  all  Other  Authorizations  and  to  maintain  such  Other
                  Authorizations  in full force and effect and  without  adverse
                  modification or impairment.

             (vii)Each of the  Borrowers  and its  Subsidiaries  shall  take all
                  actions and  perform all  obligations  that are  necessary  or
                  advisable to  effectuate  the renewal of all FCC Licenses that
                  are  necessary or advisable  in  connection  with the control,
                  management, and operation of the business of such Borrower and
                  its  Subsidiaries  and of all  Other  Authorizations  that are
                  necessary  or  advisable  in  connection   with  the  control,
                  management, and operation of the business of such Borrower and
                  its Subsidiaries.

             (viii) Each of the  Borrowers and its  Subsidiaries  shall take all
                  actions  necessary  or advisable  to preserve  their  material
                  rights  under  the   Management   Agreements   and  shall  use
                  reasonable  efforts to cause each Other  Licensee:  to perform
                  all of its respective obligations  thereunder;  to maintain in
                  full


                                      -22-
<PAGE>

                  force  and  effect  and  without   adverse   modification   or
                  impairment  any FCC Licenses or Other  Authorizations  held by
                  such Other Licensee  applicable to any Facility being operated
                  or managed by such Borrower or its Subsidiaries; and to comply
                  with the  terms and  conditions  of any such FCC  Licenses  or
                  Other  Authorizations,  the Communications Act, the FCC Rules,
                  and any applicable public utilities laws, and State PUC Rules.

             (ix) Each of the Borrower and its  Subsidiaries  shall  operate and
                  manage the  Facilities in such a manner as to ensure that they
                  will not cause or result in exposure of workers or the general
                  public to levels of radio frequency radiation in excess of the
                  applicable  limits  stated  in the  FCC  Rules,  or any  other
                  applicable law.

         (c) Payment of Taxes,  etc. Each Borrower shall pay and discharge,  and
cause  each  Subsidiary  to  pay  and  discharge,  all  taxes,  assessments  and
governmental charges or levies imposed upon it or upon its income or profits, or
upon any properties belonging to it, prior to the date on which penalties attach
thereto, and all lawful claims which, if unpaid, might become a Lien upon any of
its properties; provided that there shall be no requirement to pay any such tax,
assessment, charge, levy or claim (i) which is being contested in good faith and
by appropriate  proceedings  or which  presents no risk of seizure,  forfeiture,
levy or other event  which could  jeopardize  any  Collateral  or (ii) for which
payment in full is bonded or reserved in  Chadmoore's  Financial  Statements  in
accordance  with GAAP.  Each Borrower  shall pay and  discharge,  and cause each
Subsidiary to pay and discharge,  each of its contractual obligations with third
parties  except to the extent that the failure to do so could not  reasonably be
expected to have a Material Adverse Effect.

         (d) Inspection Rights.  Each Borrower shall, at any reasonable time and
from time to time,  and so long as no Default or Event of Default  has  occurred
and is continuing,  upon reasonable notice from Bank and at Bank's sole expense,
permit, and shall cause each Subsidiary to permit,  Bank or any of its agents or
representatives  to inspect  the  Collateral,  to examine and make copies of and
abstracts from the records and books of account of, and visit the properties of,
such Borrower and to discuss the affairs, finances and accounts of such Borrower
with any of its officers or directors  relating in each case to Bank's  capacity
as lender and secured party hereunder and with respect to the Collateral.

         (e) Maintenance of Equipment and Other Assets. Each Borrower shall keep
and maintain, and shall cause each Subsidiary to keep and maintain, all items of
equipment and other  tangible  personal  property in good  operating  condition,
reasonable wear and tear excepted, shall make all necessary replacements thereof
and renewals thereto so that the value and operating efficiency thereof shall at
all times be maintained and  preserved.  Each Borrower shall not permit any such
material item of property to be operated or maintained in material  violation of
any  applicable  law,  statute,  rule or  regulation  or provisions of insurance
policies.  With respect to items of leased equipment,  Each Borrower shall keep,
maintain,  repair,  replace and operate such leased equipment in accordance with
the terms of the applicable lease.



                                      -23-
<PAGE>

         (f)  Nextel  Agreement.  Chadmoore  shall use  commercially  reasonable
efforts to perform its obligations under the Nextel Agreement.

         (g) New Subsidiaries; Additional Borrowers.

             (i) The Borrower(s) will cause (i) any Subsidiary that makes a Loan
Request hereunder,  prior to making such request,  to execute and deliver to the
Bank a Borrower Joinder in the form of Exhibit B attached hereto,  to cause such
Subsidiary  to become a Borrower  under this  Agreement,  (ii) if any  Chadmoore
Subsidiary becomes a Borrower hereunder,  Chadmoore will join and become a party
to  the  Guaranty  by a  form  of  joinder  in  form  and  substance  reasonably
satisfactory to Bank, and (iii) each of their  Subsidiaries  hereafter formed or
acquired prior to the payment in full of all obligations hereunder,  to become a
Guarantor  under the Guaranty and a Grantor  under the Security  Agreement.  The
Borrowers and such  Subsidiary  shall fully  cooperate with Bank and perform all
additional  acts  requested  by Bank to  effect  the  purposes  of this  Section
6.01(g)(i),  including without limitation, execution and delivery of agreements,
instruments,  UCC-1 financing statements,  documents,  certificates and opinions
all in form and substance satisfactory to Bank.

             (ii) The Borrowers will cause each of their Subsidiaries  hereafter
formed or acquired on or after the Commitment  Termination  Date, to execute and
deliver  to the Bank a  Subsidiary  Joinder in the form of  Attachment  1 to the
Guaranty,  to cause such Subsidiary to become a Guarantor under the Guaranty and
a Grantor under the Security Agreement.  The Borrowers and such Subsidiary shall
fully  cooperate with Bank and perform all additional  acts requested by Bank to
effect the purposes of this Section  6.01(g)(ii),  including without limitation,
execution and delivery of agreements,  instruments,  UCC-1 financing statements,
documents,  certificates and opinions all in form and substance  satisfactory to
Bank.

                                   ARTICLE VII
                                   -----------

                        NEGATIVE AND FINANCIAL COVENANTS
                        --------------------------------

7.01. Negative Covenants. So long as the Obligations remain outstanding:
         (a) Name;  Location  of Chief  Executive  Office.  No  Borrower  shall,
without  thirty (30) days prior written notice to Bank,  change its name,  chief
executive office or principal place of business.

         (b) Liens. No Borrower shall,  nor shall it permit its Subsidiaries to,
create,  incur,  assume  or suffer to exist any Lien of any kind upon any of its
properties or assets, whether tangible or intangible,  whether real, personal or
mixed, whether now owned or hereafter acquired, except Permitted Liens.

         (c) Dispositions of Assets.  No Borrower shall, nor shall it permit its
Subsidiaries  to, convey,  sell,  offer to sell,  lease,  transfer,  exchange or
otherwise dispose of (collectively,  a "Transfer") all or any part of its assets
to any Person,  other than:  (i)  Transfers  of  worn-out,  obsolete or unneeded
equipment;  (ii) Transfers from any Borrower to Chadmoore or a Borrower


                                      -24-
<PAGE>

which is a wholly-owned  Subsidiary of Chadmoore;  (iii) Transfers in compliance
with Section 5.03, (iv) Transfers of Licenses listed on the Disclosure  Schedule
to  non-wholly-owned  Subsidiaries  solely  pursuant  to the  terms of  existing
agreements with the holders of minority  interests in such  Subsidiaries,  which
agreements  are  listed  on the  Disclosure  Schedule,  (v) other  Transfers  of
property for fair  consideration in an amount not exceeding ten percent (10%) of
Adjusted  Consolidated  Tangible Net Worth in any fiscal year, (vi) Transfers of
Excluded  Assets (as defined in the Nextel  Agreement) and (vii) pursuant to the
Nextel Agreement.

         (d)  Distributions.   No  Borrower  shall,  nor  shall  it  permit  its
Subsidiaries  to, (i) pay any dividends or make any  distributions on its Equity
Securities;  (ii) purchase,  redeem,  retire,  defease or otherwise  acquire for
value any of its Equity  Securities  (other than  repurchases by cancellation of
indebtedness  pursuant to the terms of employee stock purchase  plans,  employee
restricted stock  agreements or similar  arrangements in an aggregate amount not
to exceed  $100,000);  (iii)  return  any  capital  to any  holder of its Equity
Securities as such;  (iv) make any  distribution of assets,  Equity  Securities,
obligations or securities to any holder of its Equity Securities as such; or (v)
set apart any sum for any such purpose;  provided,  however,  that (A) Chadmoore
may pay  dividends  payable  solely in its common stock,  (B) any  Subsidiary of
Chadmoore  may  pay  dividends  and  make   distributions   to  Chadmoore  or  a
wholly-owned  Subsidiary  of  Chadmoore,  (C)  Chadmoore may redeem its Series C
Preferred Stock in accordance with the terms of such Series C Preferred Stock as
set forth in its  Certificate of Designation of Rights and Preferences of Series
C  Preferred  Stock in  effect as of the date  hereof,  (D) each  Subsidiary  of
Chadmoore which is a limited  liability  company may make  distributions  in any
fiscal  year to its  members in an amount not to exceed  such  Subsidiary's  net
income for such fiscal and the tax  liabilities  of its members  arising  during
such fiscal year solely from their ownership  interests in such Subsidiary,  and
(E)  Chadmoore  may  make   distributions   to  effectuate  the   reorganization
contemplated by the Nextel Agreement.

         (e) Mergers or  Acquisitions.  Except to effectuate the  reorganization
contemplated by the Nextel Agreement, no Borrower shall, nor shall it permit its
Subsidiaries  to, merge or consolidate  with or into any other Person or acquire
all or  substantially  all of the  capital  stock or assets of  another  Person;
provided,  that any Borrower may merge with and into  Chadmoore and any Borrower
may merge  with and into any  Borrower  which is a  wholly-owned  Subsidiary  of
Chadmoore  so  long as no  Default  or  Event  of  Default  shall  exist  either
immediately prior to or after giving effect thereto.

         (f)  Transactions  With  Affiliates.  No Borrower  shall,  nor shall it
permit its  Subsidiaries  to,  enter into any  contractual  obligation  with any
Affiliate  or engage in any other  transaction  with any  Affiliate  except upon
terms at least as  favorable  to Borrower  as an  arms-length  transaction  with
unaffiliated Persons.

         (g) Indebtedness  Payments.  No Borrower shall, nor shall it permit its
Subsidiaries to, (i) prepay, redeem,  purchase,  defease or otherwise satisfy in
any  manner  prior to the  scheduled  repayment  thereof  any  Indebtedness  for
borrowed  money (other than amounts due under this Loan  Agreement or the Notes,
or the Senior Loan  Agreement  and  related  notes) or lease  obligations,  (ii)
amend,  modify or otherwise  change the terms of any  Indebtedness  for borrowed



                                      -25-
<PAGE>

money (other than the Obligations) or lease  obligations so as to accelerate the
scheduled  repayment thereof or (iii) repay any notes to officers,  directors or
shareholders.

         (h)   Indebtedness.   No  Borrower  shall,  nor  shall  it  permit  its
Subsidiaries  to,  create,  incur,  assume or  permit to exist any  Indebtedness
except Permitted Indebtedness.

         (i)   Investments.   No  Borrower  shall,   nor  shall  it  permit  its
Subsidiaries to, make any Investment except for Permitted Investments.

         (j)  Security  Interest  in  FCC  Licenses.  The  Borrowers  and  their
Subsidiaries  shall not contest the  validity of the security  interest  granted
with respect to FCC Licenses  pursuant to the terms of the  Operative  Documents
and in compliance with FCC regulations.

7.02.    Financial Covenants.  Chadmoore shall maintain:

         (a) Consolidated Total Indebtedness to Adjusted  Consolidated  Tangible
Net Worth Ratio.  As of the last day of each  calendar  quarter,  a ratio of (i)
Consolidated Total Indebtedness minus Subordinated Indebtedness to (ii) Adjusted
Consolidated Tangible Net Worth plus Subordinated  Indebtedness of not more than
2.2:1.00 for each calendar quarter ending in 1999 and not more than 1.7 for each
calendar quarter ending thereafter;

         (b) Current Ratio. As of the last day of each calendar quarter, a ratio
of Current  Assets to Current  Liabilities  of not less than  0.7:1.00  for each
calendar quarter ending in 1999 and 2000 and not less than 1.3 for each calendar
quarter ending thereafter;

         (c) Consolidated  Operating Cash Flow to Consolidated  Interest Expense
and Principal  Repayment  Ratio.  As of the last day of each  calendar  quarter,
commencing  with  the  calendar  quarter  ending  March  31,  2000,  a ratio  of
Consolidated  Operating Cash Flow to Consolidated Interest Expense and Principal
Repayment of not less than  0.7:1.00 for each calendar  quarter  ending in 2000,
not less than  1.8:1:00 for each  calendar  quarter  ending in 2001 and not less
than 3.0 for each calendar quarter ending thereafter;

         (d) Adjusted  Tangible Net Worth. At all times,  Adjusted  Consolidated
Tangible Net Worth plus Subordinated Indebtedness of not less than $18,000,000.

                                  ARTICLE VIII
                                  ------------

                              CONDITIONS PRECEDENT
                              --------------------

8.01.  Closing.  At the time of execution  and delivery of this  Agreement,  the
Borrowers shall have duly executed and/or  delivered to Bank the items set forth
in Part I of Schedule 2.

8.02.  Other  Conditions.  The  obligation  of Bank to make each  Loan  shall be
subject to the execution  and/or delivery to Bank of each of the items set forth
in Part I of Schedule 2 and the satisfaction by the applicable  Borrower of each
condition  set forth in Part II of  Schedule 2 and, if  applicable,  Part III of
Schedule 2..



                                      -26-
<PAGE>

8.03.  Covenant  to  Deliver.  Borrower  agrees  (not  as a  condition  but as a
covenant)  to deliver to Bank each item  required to be  delivered  to Bank as a
condition to a Loan, if the Loan is advanced. Borrower expressly agrees that the
extension  of a Loan  prior to the  receipt  by Bank of any such item  shall not
constitute a waiver by Bank of Borrower's obligation to deliver such item.

                                   ARTICLE IX
                                   ----------

                              DEFAULT AND REMEDIES
                              --------------------

9.01. Events of Default.  An "Event of Default" shall mean the occurrence of one
or more of the following described events:

         (a) Any  Borrower  shall (i) default in the payment of  principal of or
interest on the Loan when the same is due, or (ii) default in the payment of any
expense or other amount payable  hereunder or thereunder for five (5) days after
receipt of written notice from Bank that the same is due; or

         (b) Any Borrower  shall breach any provision of Section  5.03,  Section
6.01(f),  Section 6.01(g),  Section 7.01 and Section 7.02, except that if Senior
Lender shall have waived or otherwise  agreed to forbear  exercising  its rights
under the  comparable  provisions  of the  Senior  Loan  Agreement,  whether  in
writing,  orally,  or through failure to act, then as to such breach there shall
not be an Event of Default hereunder; or

         (c) Any Borrower  shall  default in the  performance  of any  covenant,
agreement or obligation (other than a covenant, agreement or obligation referred
to in, Section 9.01(a) or Section 9.01(b))  contained in any Operative  Document
and such  Borrower  shall fail to cure such  default for a period of twenty (20)
days after  Borrower knew or should have known of such  default,  except that if
Senior Lender shall have waived or otherwise  agreed to forbear  exercising  its
rights under the comparable provisions of the Senior Loan Agreement,  whether in
writing,  orally, or through failure to act, then as to such default there shall
not be an Event of Default hereunder; or

         (d) Any Borrower shall have breached any material term of any agreement
with Senior Lender,  except that if Senior Lender shall have waived or otherwise
agreed to forbear  exercising  its rights  related  to such  breach,  whether in
writing,  orally,  or through failure to act, then as to such breach there shall
not be an Event of Default hereunder; or

         (e) Any  representation or warranty made herein or on a Funding Date by
any Borrower in any Operative Document, or any certificate furnished pursuant to
the  provisions  of any  Operative  Document,  shall prove to have been false or
misleading in any material respect as of the time made or furnished; or

         (f) Any  Operative  Document or any material  term thereof shall in any
material respect cease to be, or any Borrower or any Guarantor shall assert that
any Operative  Document


                                      -27-
<PAGE>

or any material  term thereof is not, a legal,  valid and binding  obligation of
such Borrower or such Guarantor,  as applicable,  enforceable in accordance with
its terms; or

         (g) A  proceeding  shall have been  instituted  in a court of competent
jurisdiction seeking a decree or order for relief in respect of a Borrower in an
involuntary  case under any applicable  bankruptcy,  insolvency or other similar
law  now  or  hereafter  in  effect,  or  for  the  appointment  of a  receiver,
liquidator,  assignee, custodian, trustee (or similar official) of a Borrower or
for any substantial  part of its property,  or for the winding-up or liquidation
of its affairs,  and such proceeding shall remain undismissed or unstayed and in
effect for a period of sixty (60)  consecutive  days or such court shall enter a
decree or order granting the relief sought in such proceeding; or

         (h) Any Borrower  shall  commence a voluntary case under any applicable
bankruptcy,  insolvency or other  similar law now or hereafter in effect,  shall
consent  to the entry of an order for  relief in an  involuntary  case under any
such law,  or shall  consent to the  appointment  of or taking  possession  by a
receiver,  liquidator,  assignee, trustee, custodian (or other similar official)
of a  Borrower  or for any  substantial  part of its  property,  or shall make a
general assignment for the benefit of creditors,  or shall fail generally to pay
its debts as they become due, or shall take any corporate  action in furtherance
of any of the foregoing.

9.02.    Consequences of Event of Default.

         (a) If an Event of Default  specified  under and of clauses (a) through
(f) of Section  9.01 shall  occur and be  continuing,  Bank may (i)  declare the
Loans,  together  with  interest  thereon,  and  all  other  liabilities  of the
Borrowers  hereunder  and  under  the other  Operative  Documents  to be due and
payable  180 days  after  the Event of  Default,  without  presentment,  demand,
protest or further notice of any kind, all of which are hereby expressly waived,
and (ii) terminate its commitment to make the Loans and terminate any commitment
to  advance  money or  extend  credit  to or for the  benefit  of the  Borrowers
pursuant to any other agreement or commitment extended by Bank to Borrowers.

         (b) If an Event of Default specified under clause (g) or (h) of Section
9.01 shall occur,  then  immediately and without notice (i) the Loans,  together
with interest thereon,  and all other liabilities of the Borrowers hereunder and
under the other Operative Documents shall automatically  become due and payable,
without  presentment,  demand,  protest or notice of any kind,  all of which are
hereby expressly waived,  and (ii) Bank's commitment  hereunder to make the Loan
and any other  commitment  of Bank to the  Borrowers to advance  money or extend
credit pursuant to any other agreement or commitment shall be terminated.

9.03.  Rights Regarding  Collateral.  The Borrowers agree that when any Event of
Default  has  occurred  and is  continuing,  in addition to the rights set forth
above,  Bank shall have the rights,  options,  duties and  remedies of a secured
party as permitted by law and as set forth in the Security  Agreement,  subject,
however, to all FCC Rules.



                                      -28-
<PAGE>

9.04.  Reinstatement of Rights. This Agreement and the other Operative Documents
shall remain in full force and effect and  continue to be  effective  should any
petition  be filed by or  against  a  Borrower  or any of its  Subsidiaries  for
liquidation or  reorganization,  should a Borrower  become  insolvent or make an
assignment  for the  benefit of  creditors  or should a  receiver  or trustee be
appointed for all or any significant  part of a Borrower's  property and assets,
and shall continue to be effective or be  reinstated,  as the case may be, if at
any time payment and  performance of the  Obligations,  or any part thereof,  is
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee of the  Obligations,  whether as a "voidable
preference,"  "fraudulent  conveyance," or otherwise, all as though such payment
or  performance  had not been made.  In the event that any payment,  or any part
thereof, is rescinded,  reduced,  restored or returned, the Obligations shall be
reinstated  and deemed  reduced  only by such amount paid and not so  rescinded,
reduced, restored or returned. If Bank shall have proceeded to enforce any right
under this Agreement or any other Operative Document by foreclosure, sale, entry
or otherwise, and such proceedings shall have been discontinued or abandoned for
any reason or shall have been determined adversely,  then and in every such case
(unless otherwise ordered by a court of competent  jurisdiction),  Bank shall be
restored  to its  former  position  and  rights  hereunder  with  respect to the
property subject to the security interest created under this Agreement.

                                   ARTICLE X
                                   ---------

                                  MISCELLANEOUS
                                  -------------

10.01.  Modifications,  Amendments or Waivers.  The  provisions of any Operative
Document may be modified,  amended or waived only by a written instrument signed
by the parties thereto.

10.02. No Implied Waivers;  Cumulative Remedies;  Writing Required.  No delay or
failure of Bank in exercising any right,  power or remedy hereunder shall affect
or operate as a waiver thereof; nor shall any single or partial exercise thereof
or any abandonment or discontinuance of steps to enforce such a right,  power or
remedy  preclude any further  exercise  thereof or of any other right,  power or
remedy.  The  rights  and  remedies  hereunder  of Bank are  cumulative  and not
exclusive of any rights or remedies which it would  otherwise  have. Any waiver,
permit,  consent or approval of any kind or character on the part of Bank of any
breach or default  under this  Agreement or any such waiver of any  provision or
condition of this  Agreement  must be in writing and shall be effective  only in
the specified instance and to the extent specifically set forth in such writing.

10.03.  Expenses;  Indemnification.  The  Borrowers  shall pay on demand (i) all
reasonable fees and expenses, including reasonable attorneys' fees and expenses,
incurred by Bank in connection with the preparation,  execution and delivery of,
and the exercise of its duties under,  this  Agreement  and the other  Operative
Documents,   (ii)  all  reasonable  fees  and  expenses,   including  reasonable
attorneys'  fees  and  expenses,   incurred  by  Bank  in  connection  with  the
preparation,  execution  and delivery of  amendments  and waivers  hereunder and
(iii) all reasonable fees and expenses, including reasonable attorneys' fees and
expenses,  incurred by


                                      -29-
<PAGE>

Bank in  connection  with  the  enforcement  or  attempted  enforcement  of this
Agreement or any of the  Obligations  or in preserving  any of Bank's rights and
remedies (including,  without limitation, all such fees and expenses incurred in
connection with any "workout" or restructuring affecting the Operative Documents
or the  Obligations  or any  bankruptcy  or  similar  proceeding  involving  any
Borrower or any of its Affiliates). The Borrowers shall indemnify, reimburse and
hold Bank,  each of Bank's  members,  and each of their  respective  successors,
assigns,  agents,  officers,  directors,  shareholders,   servants,  agents  and
employees harmless from and against all liabilities,  losses, damages,  actions,
suits,  demands,  claims of any kind and nature  (including  claims  relating to
environmental  discharge,   cleanup  or  compliance),  all  costs  and  expenses
whatsoever  to the extent they may be  incurred or suffered by such  indemnified
party  in  connection  therewith  (including   reasonable  attorneys'  fees  and
expenses),  fines,  penalties  (and  other  charges of  applicable  governmental
authorities),  licensing fees relating to any item of  Collateral,  damage to or
loss of use of property  (including  consequential  or special  damages to third
parties or damages to a Borrower's  property),  or bodily  injury to or death of
any person  (including  any agent or employee of a Borrower)  (each, a "Claim"),
directly or indirectly  relating to or arising out of the use of the proceeds of
the Loan,  the  falsity of any  representation  or  warranty  of a Borrower or a
Borrower's  failure  to  comply  with the terms of this  Agreement  or any other
Operative Document during the Term. The foregoing indemnity shall cover, without
limitation, (i) any Claim in connection with a design or other defect (latent or
patent) in any item of equipment included in the Collateral,  (ii) any Claim for
infringement of any patent, copyright,  trademark or other intellectual property
right,  (iii) any Claim  resulting  from the presence on or under or the escape,
seepage,  leakage,  spillage,  discharge,  emission or release of any  Hazardous
Materials  on the  premises  of a  Borrower,  including  any Claims  asserted or
arising under any Environmental  Law, or (iv) any Claim for negligence or strict
or absolute liability in tort; provided,  however,  that the Borrowers shall not
indemnify  Bank for any  liability  incurred by Bank as a result of Bank's gross
negligence or willful misconduct.  Such indemnities shall continue in full force
and effect,  notwithstanding  the expiration or  termination of this  Agreement.
Upon Bank's written demand,  the Borrowers shall assume and diligently  conduct,
at its sole cost and expense,  the entire defense of Bank,  each of its members,
and  each  of  their  respective,   agents,  employees,   directors,   officers,
shareholders,  successors and assigns,  using counsel  reasonably  acceptable to
such indemnitee against any indemnified Claim. The Borrowers shall not settle or
compromise  any Claim against or involving Bank without first  obtaining  Bank's
written consent thereto,  which consent shall not be unreasonably  withheld.  If
Bank elects to assume its own defense in connection  with an indemnified  Claim,
then Bank shall not settle or  compromise  such Claim  without  first  obtaining
Borrower's  written  consent  thereto,  which consent shall not be  unreasonably
withheld,  provided  that if Borrower  does not consent  thereto,  then Borrower
shall post security or a bond in the amount of such Claim for the benefit of the
Bank.

10.04.  Waivers.  (a) Borrower shall give Bank written notice within one hundred
eighty (180) days of obtaining knowledge of the occurrence of any claim or cause
of action it  believes  it has,  or may seek to  assert to allege  against  Bank
whether such claim is based in law or equity,  arising  under or related to this
Agreement  or  any of  the  other  Operative  Documents  or to the  transactions
contemplated  hereby  or  thereby,  or any act or  omission  to act by Bank with
respect hereto or thereto, and that if it shall fail to give such notice to Bank
with  regard to any such claim


                                      -30-
<PAGE>

or cause of  action,  Borrower  shall be  deemed  to have  waived,  and shall be
forever  barred from bringing or asserting  such claim or cause of action in any
suit,  action or  proceeding in any court or before any  governmental  agency or
authority or any arbitrator.

(b)  NO  CLAIM  MAY BE  MADE  BY  ANY  BORROWER  AGAINST  BANK  OR THE  MEMBERS,
AFFILIATES,  DIRECTORS,  OFFICERS, EMPLOYEES, ATTORNEYS OF BANK FOR ANY SPECIAL,
INDIRECT,  CONSEQUENTIAL  OR PUNITIVE  DAMAGES IN RESPECT OF ANY CLAIM  (WHETHER
BASED UPON ANY BREACH OF CONTRACT,  TORT,  BREACH OF STATUTORY DUTY OR ANY OTHER
THEORY OF LIABILITY) ARISING OUT OF OR RELATED TO THE TRANSACTIONS  CONTEMPLATED
BY THIS  AGREEMENT,  OR ANY ACT,  OMISSION  OR  EVENT  OCCURRING  IN  CONNECTION
THEREWITH AND EACH BORROWER  HEREBY WAIVES,  RELEASES AND AGREES NOT TO SUE UPON
ANY CLAIM FOR ANY SUCH  DAMAGES,  WHETHER OR NOT NOW  ACCRUED AND WHETHER OR NOT
KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

10.05. Notices;  Payments.  (a) All notices and other communications given to or
made upon any party hereto in connection with this Agreement shall be in writing
(including  telexed,  telecopied or  telegraphic  communication)  and mailed (by
certified or registered mail), telexed, telegraphed,  telecopied or delivered to
the respective parties, as follows:

              Borrowers:       At the address set forth on the cover page of
                               this Agreement.

              with a
              copy to:         Gray Cary Ware & Freidenrich LLP
                               400 Capitol Mall
                               Suite 2400
                               Sacramento, California  95814
                               Attention:  Gilles S. Attia, Esq.

              Bank:            BARCLAYS BANK PLC
                               222 Broadway
                               New York, New York  10038
                               Telephone No.:  212-412-3355
                               Telecopier No.:  212-412-5306 or 07 or 08
                               Attention: Central Loan Administration/Manager,
                                         Agent Section

or in accordance with any subsequent  written direction from either party to the
other.  All such  notices and other  communications  shall,  except as otherwise
expressly  herein  provided,  be  effective  when  received;  or in the  case of
delivery  by  messenger  or  overnight  delivery  service,   when  left  at  the
appropriate address.

         (b) Unless Bank specifies  otherwise in writing,  all payments shall be
made by wire transfer to:



                                      -31-
<PAGE>

                  Federal Reserve Bank of New York
                  Account No. 026002574 in the name of Barclays Bank PLC
                  Central Loan Administration
                  Control Account No. 050-01910-4
                  Central Loan


10.06.   Termination.  This Agreement shall terminate at the end of the Term.

10.07. Severability.  If any provision of any Operative Document is held invalid
or  unenforceable  to any extent or in any  application,  the  remainder of such
Operative Document and all other Operative Documents, or the application of such
provision to different  Persons or circumstances or in different  jurisdictions,
shall not be affected thereby.

10.08.  Survival. All covenants and agreements of the Borrowers contained herein
or made in writing in  connection  herewith  shall  survive  the  execution  and
delivery of the Operative Documents, the making of Loans hereunder, the granting
of security  and the  issuance of the Notes.  All  representations  and warrants
shall be made upon the  execution  and delivery of the  Operative  Documents and
upon the  making of each  Loan;  provided  that the right to declare an Event of
Default or bring an action  for  damages or  exercise  any other  remedy if such
representations  and  warranties  are found to have been  false in any  material
respect when made shall  survive the  execution  and  delivery of the  Operative
Documents and the making of each Loan.

10.09.  Governing Law. This  Agreement,  the other  Operative  Documents and the
rights and  obligations  of the parties  hereto and thereto shall be governed by
and construed and enforced in accordance with the laws of the State of New York.

10.10.  Successors and Assigns. This Agreement and the other Operative Documents
shall be binding  upon and inure to the benefit of Bank,  all future  holders of
the Notes, the Borrowers and their respective  successors and permitted assigns,
except  that no  Borrower  may assign or transfer  its rights  hereunder  or any
interest  herein  other than as  contemplated  by Section  7.03(f) of the Nextel
Agreement  without the prior written consent of Bank. Bank may sell to any other
entity (a  "Participant")  participation  interests in Bank's  rights under this
Agreement and the other Operative  Documents;  provided that notwithstanding the
sale of participation  or assignment of rights by Bank hereunder,  the Borrowers
shall continue to deal solely and directly with one Bank in connection with this
Agreement  and the other  Operative  Documents.  Bank may disclose the Operative
Documents and any other financial or other information relating to the Borrowers
or any Subsidiary to any potential  Participant,  provided that such Participant
agrees to protect the  confidentiality  of such documents and information  using
the same measures that it uses to protect its own confidential information.




                                      -32-
<PAGE>

10.11.   Counterparts.   This  Agreement  may  be  executed  in  any  number  of
counterparts and by different parties hereto on separate  counterparts,  each of
which,  when so  executed  and  delivered,  shall be an  original,  but all such
counterparts shall together constitute one and the same instrument.

10.12. Further Assurances.  Each Borrower will, at its own expense, from time to
time do, execute,  acknowledge and deliver all further acts, deeds, conveyances,
transfers and  assurances,  and all financing and  continuation  statements  and
similar  notices,  reasonably  necessary  or proper  for the  perfection  of the
security interest being herein provided for in the Collateral, whether now owned
or hereafter acquired.

10.13.  Confidentiality.  All information  (other than periodic reports filed by
Chadmoore  with  the  Securities  and  Exchange  Commission)  disclosed  by  the
Borrowers to Bank in writing or through  inspection  pursuant to this  Agreement
shall be considered confidential.  Bank agrees to use the same degree of care to
safeguard and prevent  disclosure of such confidential  information as Bank uses
with  its  own  confidential  information,  but  in any  event  no  less  than a
reasonable degree of care. Bank shall not disclose such information to any third
party  (other than  Bank's  members,  Bank's or Bank's  member's  attorneys  and
auditors  subject to the same  confidentiality  obligation set forth herein) and
shall use such  information  only for purposes of evaluation of its extension of
credit to Borrower and the exercise of Bank's rights and the  enforcement of its
remedies  under  this  Agreement  and  the  other  Operative   Agreements.   The
obligations of  confidentiality  shall not apply to any information that (a) was
known to the public prior to disclosure by a Borrower under this Agreement,  (b)
becomes known to the public  through no fault of Bank,  (c) is disclosed to Bank
by a third  party'  having a legal  right  to make  such  disclosure,  or (d) is
independently developed by Bank.

10.14.  Jury Trial.  EACH BORROWER AND BANK, TO THE FULLEST EXTENT  PERMITTED BY
APPLICABLE LAW, HEREBY  IRREVOCABLY  WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY
ISSUE RELATING HERETO IN ANY ACTION,  PROCEEDING, OR COUNTERCLAIM ARISING OUT OF
OR RELATING TO THIS AGREEMENT.

10.15.  Payments Free of Taxes,  Etc. All payments  made by the Borrowers  under
this  Agreement  shall be made by the  Borrowers  free and clear of and  without
deduction for any and all present and future taxes, levies, charges,  deductions
and withholdings.  In addition, the Borrowers shall pay upon demand any stamp or
other  taxes,  levies  or  charges  of  any  jurisdiction  with  respect  to the
execution,   delivery,   registration,   performance  and  enforcement  of  this
Agreement.  If any taxes,  levies,  charges or other  amounts are required to be
withheld from any amounts payable to Bank, hereunder,  the amounts so payable to
Bank shall be increased to the extent  necessary to yield to Bank (after payment
of all  such  amounts)  any  such  amounts  payable  hereunder  in the  amounts,
specified in this  Agreement.  Upon request by Bank, the Borrowers shall furnish
evidence  satisfactory to Bank that all requisite  authorizations  and approvals
by, and


                                      -33-
<PAGE>

notices to and filings with, governmental authorities and regulatory bodies have
been  obtained and made and that all  requisite  taxes,  levies and charges have
been paid.

10.16. Consent to Jurisdiction;  Venue. All judicial proceedings with respect to
this Agreement and the other Operative  Documents may be brought in any state or
federal court of competent  jurisdiction  in the Borough of Manhattan,  City and
State of New  York,  and by  execution  and  delivery  of this  Agreement,  each
Borrower accepts for itself and in connection with its properties, generally and
unconditionally,  the nonexclusive  jurisdiction of such courts, and irrevocably
agrees to be bound by any  judgment  rendered  thereby in  connection  with this
Agreement.  Each Borrower irrevocably waives any right it may have to assert the
doctrine  of forum  non  conveniens  or to  object  to venue to the  extent  any
proceeding is brought in accordance with this Section. Any action with regard to
Collateral,  may be brought wherever such Collateral is located.  Nothing herein
shall affect the right of Bank to bring proceedings against a Borrower in courts
of any jurisdiction.

         [Remainder of page intentionally left blank]
























                                      -34-
<PAGE>

         IN WITNESS  WHEREOF,  the parties hereto,  by their officers  thereunto
duly authorized, have executed this Agreement as of the day and year first above
written.

Bank:                                       BARCLAYS BANK PLC


                                            By: /s/ Philip Capparis
                                            Name:  Philip Capparis
                                            Title:  Director


Borrowers:                                  CHADMOORE WIRELESS GROUP, INC.



                                            By: /s/ Robert W. Moore
                                            Name: Robert W. Moore
                                            Title: President










                                      -35-
<PAGE>

SCHEDULES

1        List of Subsidiaries
2        Conditions Precedent


EXHIBITS

A        Form of Secured Promissory Note
A-1      Form of Pledge Letter
B        Form of Borrower Joinder
C        Form of Guaranty
D        Form of Security Agreement

<PAGE>

                                   SCHEDULE 1

                              LIST OF SUBSIDIARIES

                  CHADMOORE COMMUNICATIONS, INC.

                  PTT TANNER, INC.

                  PTT BEACON HILL, INC.

                  PTT OF NEVADA, INC.

                  CMRS SYSTEMS, INC.

                  CHADMOORE COMMUNICATIONS OF TENNESSEE, INC.

                  PTT COMMUNICATIONS OF RICHMOND, LLC

                  PTT MAPLE, INC.

                  PTT COMMUNICATIONS OF HUNTSVILLE, LLC

                  PTT BURTON, INC.

                  PTT COMMUNICATIONS OF FORT WAYNE, LLC

                  PTT COMMUNICATIONS OF ROANOKE, LLC

                  PTT TRISTAN, INC.

                  PTT COMMUNICATIONS OF AUSTIN, LLC

                  PTT COMMUNICATIONS OF JACKSONVILLE, LLC

                  PTT COMMUNICATIONS OF VIRGINIA BEACH, LLC

                  PTT ROSELAND, INC.

                  PTT ARTINA, INC.

                  PTT FRANKLIN, INC.

                  PTT CHACO, INC.

                  800 SMR NETWORK, INC.

                  PTT COMMUNICATIONS OF BATON ROUGE LIMITED


<PAGE>

                  PTT COMMUNICATIONS OF LAKE CHARLES, LLC

                  PTT COMMUNICATIONS OF BAY CITY, LLC


<PAGE>
                                   SCHEDULE 2

                              CONDITIONS PRECEDENT


PART I:
------

         At the time of execution  and delivery of this  Agreement,  there shall
also have been delivered to Lender:

         (a) The Guaranty;

         (b) The Security Agreement;

         (c) The Subordination Agreement;

         (d) An Initial Pledge Letter;

         (e) A favorable opinion of corporate  counsel for the Borrowers,  dated
             as of the  closing  date,  in form and  substance  satisfactory  to
             Lender.

         (f) Copies,  certified  by the  Secretary  or  Assistant  Secretary  of
             Chadmoore  as of the  closing  date,  of all  documents  evidencing
             action taken by such Borrower  authorizing the execution,  delivery
             and  performance  of the Operative  Documents to which  Borrower or
             such Guarantor is a party,  in form and substance  satisfactory  to
             Lender and its counsel;

         (g) Good  standing  certificates  for  Chadmoore  from (i) such party's
             state of  incorporation,  and (ii) the state in which such  party's
             principal place of business is located,  together with certificates
             of the applicable  governmental  authorities  that Borrower or such
             Guarantor is in compliance with the franchise tax laws of each such
             state, each dated as of a recent date;

         (h) All necessary consents of shareholders and other third parties with
             respect  to  the  execution,   delivery  and  performance  of  this
             Agreement,  the Guaranty, the Security Agreement, the Notes and the
             other Operative Documents;

         (i) Schedules  and  Exhibits  to the  Agreement  in form and  substance
             satisfactory to Lender;

         (j) True and correct copies of schedules to Senior Credit Agreement;

         (k) Loan  Request  (timely  made in  advance  of  funding  as if Credit
             Agreement then in effect)

         (l) A Disclosure Schedule in form and substance satisfactory to Lender.


<PAGE>

PART II
-------

         On or prior to the  Funding  Date of each  Loan,  each of the items set
forth in Part I of this  Schedule 2 shall have been  delivered to Lender and the
following conditions shall have been satisfied or waived by Lender:

         (a) Each  Borrower  shall  have  provided  to  Lender  such  documents,
             instruments   and  agreements  as  Lender  shall  have   reasonably
             requested to evidence the  perfection  and priority of the security
             interests  granted to Lender  pursuant to the  Security  Agreement,
             including  form UCC-1  Financing  Statements,  duly executed by the
             applicable Borrower;

         (b) Each new Subsidiary of Borrower  which has not previously  become a
             party to the Loan Agreement,  Security  Agreement and the Guaranty,
             shall execute and deliver and become a party to the Loan Agreement,
             Security Agreement and the Guaranty;

         (c) No  Event  of  Default  or  Default  shall  have  occurred  and  be
             continuing;

         (d) The representations and warranties  contained in this Agreement and
             the other  Operative  Documents  to which each  Borrower is a party
             shall be true and  correct in all  material  respects as if made on
             such Funding Date; and

         (e) Each of the Operative Documents remains in full force and effect.

PART III

         Conditions precedent to loans to Subsidiaries.

         (a) Resolutions;

         (b) Opinion of Counsel;

         (c) Incumbency;

         (d) The  applicable  Borrower shall have duly executed and delivered to
             Lender a Note prepared by Lender with respect to the Loan; and

         (e) UCCs.


                                      -2-
<PAGE>

                                    EXHIBIT A

                      SUBORDINATED SECURED PROMISSORY NOTE


$32,500,000                                                       Las Vegas, NV
                                                                August 31, 2000



                  Chadmoore Wireless Group, Inc., a Colorado  corporation,  (the
"Borrower"), FOR VALUE RECEIVED, hereby promises to pay to the order of Barclays
Bank PLC (the  "Bank") at its  offices  as  specified  in the  Credit  Agreement
referred to below,  or such other  place as may be  designated  by Bank,  on the
dates specified in the Credit Agreement, the principal sum of THIRTY-TWO MILLION
FIVE HUNDRED  THOUSAND DOLLARS  ($32,500,000),  or if less, the aggregate unpaid
principal  amount of all Advances,  made by the Bank to the Borrower,  in lawful
money of the  United  States of  America  and in  immediately  available  funds.
Capitalized  terms not defined  herein shall have the meanings given them in the
Credit Agreement referred to below.

                  The  Borrower  promises  also to pay  interest  on the  unpaid
principal amount hereof in like money at said office for the account of the Bank
from the date hereof until such principal  amount is paid in full at the rate or
rates per annum which shall be determined in accordance  with the  provisions of
the Credit Agreement dated as of August 31, 2000,  among Borrower,  Bank and the
other  parties  thereto (as such  Credit  Agreement  may be  amended,  restated,
modified  or  supplemented  from time to time,  the  "Credit  Agreement"),  said
interest  to be payable on the dates  specified  in the  Credit  Agreement.  All
unpaid  principal and interest shall in any event be payable not later than June
30, 2002.

                  This Note is the Secured  Promissory  Note  referred to in the
Credit  Agreement and is entitled to the benefits  thereof.  This Note evidences
Advances made by the Bank to the Borrower.  This Note is subject to  prepayment,
in whole or in part, as specified in the Credit  Agreement.  In case an Event of
Default shall occur and be continuing,  the principal of and accrued interest on
this Note may become or may be  declared to be due and payable in the manner and
with the effect provided in the Credit Agreement.

                  This Note is secured by and  entitled  to the  benefits of the
Security Agreement and reference is hereby made to the Credit Agreement and such
Security  Documents for a description of the properties  mortgaged,  pledged and
assigned,  the nature and extent of the collateral and the rights of the parties
to the Security Agreement in respect of such collateral.

                  The Borrower hereby waives  presentment,  protest or notice of
any kind in connection with this Note other than notices  required by the Credit
Agreement.

                  This  Note  shall  be  construed  in  accordance  with  and be
governed  by the  law of the  State  of New  York ,  without  giving  effect  to
principles of conflicts of law.

                                      CHADMOORE WIRELESS GROUP, INC.



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


                                      A-1
<PAGE>

                                           Title:

































                                      A-2
<PAGE>
                                                                     Schedule I

<TABLE>
<CAPTION>
                           LOAN AND REPAYMENT SCHEDULE

======================== ====================== ====================== ====================== ======================
                               Amount of Principal
                                                Repayment              Unpaid Principal       Notation Made By
Date                     Amount of Loan                                Balance
<S>                      <C>                    <C>                    <C>                    <C>
------------------------ ---------------------- ---------------------- ---------------------- ----------------------

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

======================== ====================== ====================== ====================== ======================
</TABLE>


                                      A-3
<PAGE>

                                    EXHIBIT B

                                     FORM OF

                                BORROWER JOINDER


THIS  BORROWER  JOINDER (this  "Agreement"),  dated as of  __________,  ____, is
executed by [SUBSIDIARY], a ___________ [corporation] [partnership] [etc.] ("New
Subsidiary"), in favor of BARCLAYS BANK PLC (the "Bank").

                                    RECITALS

         A. Pursuant to a Credit Agreement dated as of August 31, 2000 (as
amended from time to time, the "Loan Agreement"), among Chadmoore Wireless
Group, Inc. ("Chadmoore") and certain Subsidiaries of Chadmoore (together with
Chadmoore, the "Borrowers") listed therein and Lender, Lender has agreed to
extend loans to Borrowers upon the terms and subject to the conditions set forth
therein.

         B. The Lender's obligation to extend loans to Borrowers under the Loan
Agreement is subject, among other conditions, to receipt by lender of a
Guaranty, dated as of the August ___, 2000 (the "Guaranty"), duly executed by
Chadmoore and each of its Subsidiaries and a Security Agreement, dated as of
March 2, 1999 (the "Security Agreement") duly executed by Chadmoore and each of
its Subsidiaries.

         C. Pursuant to Section 6.01(g) of the Loan Agreement, each Subsidiary
of Chadmoore that requests a Loan under the Credit Agreement is required to
become a Borrower under the Loan Agreement, and each new Subsidiary created is
required to become a Guarantor under the Guaranty and a Grantor under the
Security Agreement, by delivering and executing this Agreement to the Lender.

         D. New Subsidiary is a [new] Subsidiary of Chadmoore and expects to
derive substantial direct and indirect benefit from the transactions
contemplated by the Loan Agreement.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration of the above recitals and for other
good and  valuable  consideration,  the receipt and adequacy of which are hereby
acknowledged, New Subsidiary hereby agrees with Lender, as follows:

         1. Definitions and Interpretation. Unless otherwise defined herein, all
capitalized terms used herein and defined in the Loan Agreement shall have the
respective meanings given

                                      C-1
<PAGE>

to those terms in the Loan Agreement. New Subsidiary acknowledges receipt of
copies of the Loan Agreement, the Guaranty, the Security Agreement and the other
Operative Documents.

         2. Representations and Warranties. On and as of the date of this
Agreement (the "Effective Date") and for the benefit of the Lender, New
Subsidiary hereby makes each of the representations and warranties made by (i)
each Borrower in the Loan Agreement, (ii) each Guarantor in the Guaranty and
(iii) each Grantor in the Security Agreement.

         3. Agreement to be Bound. New Subsidiary agrees that, on and as of the
Effective Date, it shall become a Borrower under the Loan Agreement, a Guarantor
under the Guaranty and a Grantor under the Security Agreement and shall be bound
by all the provisions of the Loan Agreement, the Guaranty and the Security
Agreement to the same extent as if New Subsidiary had executed the Loan
Agreement, the Guaranty and the Security Agreement on the Closing Date.

         4. Waiver. Without limiting the generality of the waivers in the
Guaranty, New Subsidiary specifically agrees to be bound by the Loan Agreement,
the Guaranty and the Security Agreement and waives any right to notice of
acceptance of its execution of this Agreement and of its agreement to be bound
by the Loan Agreement, the Guaranty and the Security Agreement.

         5. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.

         IN WITNESS  WHEREOF,  New  Subsidiary  has caused this  Agreement to be
executed by its duly authorized officer.

                                              [SUBSIDIARY]


                                              By: _________________________
                                                  Name:
                                                  Title:

Address:

[                              ]
[                              ]
[                              ]
Attn:
Telephone:
Facsimile:




                                      C-2