Exhibit 10.2
                             SUBORDINATION AGREEMENT

         This Subordination  Agreement (this "Agreement") is made as of this 1st
day of  September,  2000,  by and between GATX CAPITAL  CORPORATION,  a Delaware
corporation  ("Senior  Creditor") having its principal place of business at Four
Embarcadero  Center,  Suite 2200, San Francisco,  California 94111, and BARCLAYS
BANK PLC, having its principal  place of business at 222 Broadway,  New York, NY
10038 ("Creditor").

                                    Recitals

         A. Chadmoore  Wireless  Group,  Inc.  ("Chadmoore")  and certain of its
subsidiaries  (collectively,  "Borrower")  have obtained  certain loans or other
credit  accommodations  from  Senior  Creditor  which are  secured by all of the
assets of Borrower,  pursuant to a Senior  Secured Loan  Agreement,  dated as of
March 2, 1999, as amended, between Borrower and Senior Creditor (as the same may
from time to time be amended, modified, supplemented,  restated or replaced, the
"Senior  Loan  Agreement")  and  the  other  documents  executed  in  connection
therewith  (together  with  the  Senior  Loan  Agreement,   the  "Senior  Credit
Documents").  All of the  Obligations  (as defined in the Senior Loan Agreement)
together  with any  obligations  arising  under this  Agreement  are referred to
herein as the "Senior  Obligations".  All capitalized terms used and not defined
herein shall have the respective meanings given to such terms in the Senior Loan
Agreement.

         B. Chadmoore has entered into an Agreement and Plan of Reorganization,
dated as of August 21, 2000, with Nextel Communications, Inc. and Nextel Finance
Company (the "Acquisition Agreement").

         C.  Creditor has extended or will extend  certain  loans to Borrower as
evidenced by a promissory and other documents from time to time (as the same may
from  time  to time  be  amended,  modified,  supplemented,  extended,  renewed,
restated  or  replaced,  the  "Subordinated  Debt") made by Borrower in favor of
Creditor.

         D. Senior  Creditor  has entered  into an  amendment to the Senior Loan
Agreement  which  permits,  among  other  things,  Borrower  to  (i)  incur  the
Subordinated  Debt to Creditor in a principal  amount not to exceed  $32,500,000
and (ii) to grant  Liens to  Creditor to secure the  Subordinated  Debt.  Senior
Creditor is further  willing to acknowledge  the Lien of Creditor in the capital
stock of the  subsidiaries  of Chadmoore  represented  by  certificates  held in
pledge by Lender  and  confirm  that it is aware of no other  Liens  held by any
Person other than those of Creditor.

         E. In order to induce Senior Creditor to continue to extend credit to
Borrower, Creditor is willing to enter into this Subordination Agreement.

         NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

         1. The  Subordinated  Debt is  hereby  expressly  subordinated,  to the
extent and in the manner hereinafter set forth, in right of payment to the prior
payment in full in cash of all of the Senior Obligations.


<PAGE>

         (a)  Insolvency  Proceedings.  If there shall  occur any  receivership,
insolvency  assignment  for the benefit of creditors,  bankruptcy  (voluntary or
involuntary),  reorganization,  or arrangements  with creditors  (whether or not
pursuant to bankruptcy or other insolvency  laws),  sale of all or substantially
all of the assets,  dissolution,  liquidation,  or any other  marshaling  of the
assets and  liabilities  of Borrower,  (i) Senior  Creditor shall be entitled to
receive  payment  in  full  in cash of all  Senior  Obligations  (including  any
interest  thereon  accruing at the contract rate after the  commencement  of any
such  proceedings,  whether or not allowed as a claim in such  proceedings) then
outstanding  before  Creditor  shall be  entitled  to  receive  any  payment  or
distribution,  whether in cash,  securities or other property, in respect of the
principal of, interest on or other amounts due with respect to the  Subordinated
Debt at the time outstanding,  and (ii) any payment or distribution,  whether in
cash, securities or other property,  which would otherwise (but for this Section
1) be payable or deliverable in respect of the amounts due under with respect to
the Subordinated Debt shall be paid or delivered directly to Senior Creditor.

         (b) Payments on Subordinated Debt. Except as set forth below in this
Section 1(b), notwithstanding any provision to the contrary contained in the
Subordinated Debt or elsewhere, until Senior Creditor has received payment in
full in cash of all Senior Obligations, unless Senior Creditor shall otherwise
consent in writing, Borrower shall not make, and Creditor shall not accept and
receive, any payments of principal, accrued interest or other amounts due with
respect to the Subordinated Debt. However:

             (i)  so long as Creditor has not received notice in writing from
                  Senior Creditor that a Default or Event of Default has
                  occurred and is continuing under the Senior Credit Documents,
                  Borrower may make and Creditor may accept and receive monthly
                  payments of interest only on then outstanding Subordinated
                  Debt during any period from the termination of the Acquisition
                  Agreement pursuant to Section 9.01 thereof until 180 days have
                  passed since such termination;

             (ii) so long as arrangements satisfactory to Senior Creditor in its
                  sole discretion have been made so that the Senior Obligations
                  will be repaid substantially contemporaneously in full in
                  cash, Borrower may repay all or a portion of the Subordinated
                  Debt on the Closing Date (as defined in the Acquisition
                  Agreement); and

             (iii) so long as Creditor has not received notice in writing from
                  Senior Creditor that a Default or Event of Default has
                  occurred and is continuing under the Senior Credit Documents,
                  then, not earlier than the date on which 180 days have passed
                  since the termination of the Acquisition Agreement under
                  Section 9.01 thereof, Borrower may repay the Subordinated Debt
                  with the proceeds of the incurrence of new debt or the sale of
                  equity securities.

         (c) Acceleration; Enforcement Rights. Creditor, prior to the payment in
full in cash of the Senior  Obligations  shall have no right to  accelerate  the
maturity of the  amounts due under the  Subordinated  Debt or  otherwise  demand
payment  thereof,  enforce  any claim with


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<PAGE>

respect to the amounts due under the Subordinated Debt, institute or attempt to
institute any bankruptcy or insolvency proceedings against Borrower or otherwise
to take any action against Borrower or Borrower's property without the prior
written consent of Senior Creditor.

         (d) Turnover of Payments.  Except for payments  permitted under Section
1(b),  should any payment or distribution  whether in cash,  securities or other
property,  be received by Creditor  upon or with respect to the amounts  payable
with  respect  to  the  Subordinated  Debt  by  any  means,  including,  without
limitation,  setoff,  prior  to the  payment  in  full  in  cash  of the  Senior
Obligations,  Creditor shall receive and hold the same in trust, as trustee, for
the benefit of Senior Creditor,  and shall forthwith  deliver the same to Senior
Creditor  in  precisely  the  form  received  for   application  to  the  Senior
Obligations (whether or not they are then due).

         (e)  Subrogation.  Subject to the prior  payment in full in cash of all
Senior  Obligations  and the  termination  of any  commitments to lend under the
Senior Loan  Agreement,  Creditor  shall be  subrogated  to the rights of Senior
Creditor (to the extent of the payments or distributions made to Senior Creditor
pursuant  to  the  provisions  of  this  Section  1)  to  receive  payments  and
distributions  of assets of Borrower  applicable to the Senior  Obligations.  No
such payments or distributions  applicable to the Senior  Obligations  shall, as
between Borrower and its creditors, other than the Senior Creditor and Creditor,
be deemed to be a payment by Borrower to or on account of the Subordinated Debt;
and for purposes of such  subrogation,  no payments or distributions to Creditor
to which Creditor would be entitled  except for the provisions of this Section 1
shall, as between Borrower and its creditors, other than the Senior Creditor and
Creditor,  be deemed to be a payment by  Borrower to or on account of the Senior
Obligations.

         (h) No Impairment.  Subject to the rights,  if any, of Senior  Creditor
under this Section 1 to receive cash,  securities or other properties  otherwise
payable or deliverable to Creditor and the other  restrictions set forth in this
Section  1, the  provisions  of this  Section 1 shall  not  impair,  as  between
Borrower and  Creditor,  the  obligation  of Borrower,  subject to the terms and
conditions  hereof,  to  pay to  Creditor  the  principal  and  interest  on the
Subordinated  Debt as and when the same become due and payable or shall  prevent
Creditor,  upon the  occurrence  of a default under the  Subordinated  Debt from
exercising  all rights,  powers and remedies  provided  therein or by applicable
law.

         (i) Lien Subordination.  Any Lien of Creditor on any assets or property
of Borrower or any proceeds or revenues therefrom which Creditor may have at any
time as  security  for any  amounts  due and  obligations  with  respect  to the
Subordinated  Debt shall be subordinate to all liens and security  interests now
or hereafter  granted to Senior Creditor by Borrower or by law,  notwithstanding
the date or order of attachment or perfection of any such Lien or the provisions
of any  applicable  law.  Until  payment  in full  in cash of all of the  Senior
Obligations, Creditor agrees that a Senior Creditor may dispose of any or all of
the collateral for the Senior Obligations free and clear of any and all Liens in
favor of Creditor in accordance  with  applicable law including  taking title to
such collateral after notice to Creditor.  Creditor agrees that any such sale or
other  disposition by Senior Creditor as is necessary to satisfy in full, all of
the  Senior  Obligations  shall be made  free and clear of any Lien  granted  to
Creditor  provided the entire proceeds (after deducting  reasonable  expenses of
sale) are applied to reduce the Senior  Obligations.  Upon the request of Senior
Creditor,  Creditor  shall  execute

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<PAGE>

and deliver or cause to be executed and delivered any releases or other
documents and agreements that Senior Creditor may reasonably request to dispose
of the collateral for the Senior Obligations free of any Lien of Creditor in
such collateral.

         (j)  Continuing  Subordination.  The  subordination  effected  by these
provisions is a continuing  subordination  and may not be modified or terminated
by Creditor until payment in full in cash of the Senior Obligations. At any time
and from time to time,  without  consent of or notice to  Creditor,  and without
impairing or affecting the obligations of Creditor  hereunder:  (i) the time for
Borrower's  performance of, or compliance with any agreement  relating to Senior
Obligations may be modified or extended or such performance may be waived;  (ii)
Senior  Creditor may exercise or refrain  from  exercising  any rights under any
agreement  relating to the Senior  Obligations;  (iii) so long as the  aggregate
principal  amount of the Senior  Obligations  is not  increased,  any  agreement
relating to the Senior Obligations may be revised, amended or otherwise modified
for the purpose of adding or changing any  provision  thereof or changing in any
manner the rights of Borrower, Senior Creditor or any guarantor thereunder; (iv)
payment of Senior  Obligations  or any  portion  thereof may be  accelerated  or
extended or refunded or any instruments evidencing the Senior Obligations may be
renewed in whole or in part;  (v) any Person liable in any manner for payment of
the Senior  Obligations may be released by Senior Creditor;  (vi) so long as the
aggregate  principal amount of the Senior  Obligations is not increased,  Senior
Creditor may make loans or otherwise  extend  credit to Borrower  whether or not
any default or event of default exists with respect to such Senior  Obligations;
and (vii) Senior  Creditor  may take and/or  release any Lien at any time on any
collateral now or hereafter  securing the Senior Obligations and take or fail to
take any action to perfect any Lien at any time  granted  therefor,  and take or
fail to take any action to enforce such Liens. Notwithstanding the occurrence of
any of the foregoing,  these subordination provisions shall remain in full force
and effect  with  respect to the Senior  Obligations,  as the same may have been
modified,  extended,  renewed or refunded.  Creditor has  established  adequate,
independent means of obtaining from Borrower on a continuing basis financial and
other information  pertaining to Borrower's  financial  condition.  Creditor has
received copies of the Senior Credit Documents.

         (k)  Creditor's  Waivers.  Creditor  hereby  expressly  waives  for the
benefit of Senior Creditor (i) all notices not specifically required pursuant to
the terms of the Subordinated Debt whatsoever,  including without limitation any
notice of the  incurrence of Senior  Obligations;  (ii) any claim which Creditor
may now or hereafter  have against  Senior  Creditor  arising out of any and all
actions which Senior Creditor in good faith, takes or omits to take with respect
to the Senior  Obligations  (including,  without  limitation,  (A) actions  with
respect  to the  creation,  perfection  or  continuation  of  Liens in or on any
collateral security for the Senior Obligations,  (B) actions with respect to the
occurrence of an Event of Default,  (C) actions with respect to the  foreclosure
upon, sale,  release, or depreciation of, or failure to realize upon, any of the
collateral  security for the Senior  Obligations and (D) actions with respect to
the collection of any claim for all or any part of the Senior Obligations or the
valuation,  use, protection or release of any collateral security for the Senior
Obligations);  and (iii) any right to require  holders of Senior  Obligations to
exhaust any collateral or marshall any assets.

         2.  Until the  Senior  Obligations  are paid in full in cash,  Creditor
irrevocably appoints Senior Creditor as Creditor's attorney-in-fact,  and grants
to Senior Creditor a power of attorney


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<PAGE>

with full power of substitution, in the name of Creditor or in the name of
Senior Creditor, for the use and benefit of Senior Creditor, without notice to
Creditor, in any bankruptcy, insolvency or similar proceeding involving Borrower
to (i) file the appropriate claim or claims in respect of the Subordinated Debt,
if Senior Creditor elects, in its sole discretion, to file such claim or claims,
if Creditor does not do so prior to 30 days before the expiration of the time to
file claims in such proceeding, and (ii) accept or reject any plan or
reorganization or arrangement on behalf of Creditor and to otherwise vote
Creditor's claims in respect of any Subordinated Debt in any manner that Senior
Creditor deems appropriate for the enforcement of its rights hereunder if
Creditor has not accepted or rejected any plan of reorganization or arrangement
or otherwise voted its claims on the date three (3) business days prior to the
deadline for doing so. If Senior Creditor files such claims as permitted
hereunder, Creditor hereby agrees to promptly take such actions as may be
requested at any time and from time to time by Senior Creditor to assist in the
collection of Creditor's claims for the account of Senior Creditor until the
Senior Obligations have been paid in full in cash and to file appropriate proofs
of claim in respect thereof, to execute and deliver such powers of attorney,
assignments and other instruments as Senior Creditor may request in order to
enable it to collect and receive any and all payments or distributions which may
be payable or deliverable at any time upon or in respect of such Creditor's
claims; provided, that if after collection on account of the claims of Senior
Creditor and on account of the claims of Creditor of an amount sufficient to pay
in full in cash the Senior Obligations, any excess amount so collected and
received on account of Creditor's claims or Senior Creditor's claims shall be
paid over to Creditor or to whomever else a court of competent jurisdiction may
direct.

         3.  Creditor  shall  immediately  affix  a  legend  to the  instruments
evidencing the Subordinated Debt stating that the instruments are subject to the
terms of this Agreement. No amendment of the documents evidencing or relating to
the Subordinated Debt shall directly or indirectly modify the provisions of this
Agreement in any manner which might terminate or impair the subordination of the
Subordinated  Debt or the  subordination  of the security  interest or lien that
Creditor  may  have  in any  property  of  Borrower.  By way  of  example,  such
instruments  shall not be  amended to (i)  increase  the rate of  interest  with
respect  to the  Subordinated  Debt,  or  (ii)  accelerate  the  payment  of the
principal or interest or any other portion of the Subordinated Debt.

         4. This Agreement  shall remain  effective for so long as Borrower owes
any  Senior  Obligations.  If, at any time  after  payment in full of the Senior
Debt,  any payments of the Senior Debt must be disgorged by Senior  Creditor for
any reason (including,  without  limitation,  a proceeding  described in Section
1(a)),  this  Agreement and the relative  rights and priorities set forth herein
shall be  reinstated as to all such  disgorged  payments as though such payments
had not been made and Creditor shall immediately pay over to Senior Creditor all
payments  received with respect to the Subordinated Debt to the extent that such
payments  would have been  prohibited  hereunder and to the extent such payments
are not similarly required to be disgorged.

         5. This  Agreement  shall bind any  successors or assignees of Creditor
and shall benefit any successors or assignees of Senior Creditor. This Agreement
is solely  for the  benefit of  Creditor  and  Senior  Creditor  and not for the
benefit of Borrower or any other party.

         6. This Agreement may be executed in two or more counterparts,  each of
which shall be deemed an original and all of which together shall constitute one
instrument.  This Agreement shall become  effective only when it shall have been
executed by Creditor and Senior Creditor  (provided,  however, in no event shall
this Agreement become effective until signed by an officer


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<PAGE>

of Senior Creditor in California). Each provision of this Agreement shall be
severable from every other provision of this Agreement for the purpose of
determining the legal enforceability of any specific provision.

         7. This Agreement shall be governed by and construed in accordance with
the laws of the State of  California  without  giving effect to conflicts of law
principles. Creditor and Senior Creditor submit to the exclusive jurisdiction of
the state and federal  courts  located in the City and County of San  Francisco,
California. CREDITOR AND SENIOR CREDITOR WAIVE THEIR RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY  CLAIM  OR  CAUSE  OF  ACTION  BASED  UPON OR  ARISING  OUT OF THIS
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN.

         8. This Agreement  represents the entire  agreement with respect to the
subject matter hereof,  and  supersedes all prior  negotiations,  agreements and
commitments.  This Agreement is the result of negotiations  between and has been
reviewed by each of Senior Creditor and Creditor as of the date hereof and their
respective  counsel;  accordingly,  this  Agreement  shall be  deemed  to be the
product of the parties  hereto,  and no ambiguity shall be construed in favor of
or against  either  party.  Creditor  is not relying on any  representations  by
Senior Creditor or Borrower in entering into this Agreement.  This Agreement may
be amended only by written instrument signed by Creditor and Senior Creditor.

         9. In the event of any legal  action to  enforce  the rights of a party
under this Agreement,  the party prevailing in such action shall be entitled, in
addition  to such  other  relief as may be  granted,  all  reasonable  costs and
expenses, including reasonable attorneys' fees, incurred in such action.

         10.  Promptly  upon a  default  under  the  instruments  governing  the
Subordinated Debt, Creditor shall provide Senior Creditor with written notice of
such default.

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

" Creditor"                                         "Senior Creditor"

BARCLAYS BANK PLC                                   GATX CAPITAL CORPORATION


By:     /s/ Philip Capparis                         By:    /s/Michael Liebsch
Title:   Director                                   Title:  Managing Director


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<PAGE>

The undersigned approves of the terms of this Agreement.

"Borrower"

CHADMOORE WIRELESS GROUP, INC.
as Representative for the Borrowers under
the Senior Loan Agreement


By:     /s/Robert W. Moore

Title:   President

























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