AMENDED AND RESTATED EMPLOYMENT AGREEMENT
                    -----------------------------------------

         This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is
made and entered into as of July 1, 2000, by and between CHADMOORE WIRELESS
GROUP, INC., a Colorado corporation (the "Corporation"), and Vincent F. Hedrick
(the "Executive").

         WHEREAS, the Corporation and the Executive previously entered into an
Employment Agreement, dated as of May 17, 1999 (the "Prior Agreement"), pursuant
to which Executive has been employed by the Corporation as Senior Vice President
Sales & Marketing;

         WHEREAS, Executive and the Corporation desire to amend and restate the
Prior Agreement in its entirety pursuant to the terms of this Agreement; and

         WHEREAS, Executive desires to be employed by the Corporation and the
Corporation desires to employ the Executive under the terms and conditions set
forth in this Agreement;

         NOW, THEREFORE, in consideration of the foregoing and the covenants and
agreements hereinafter set forth, the parties hereto, intending to be legally
bound, agree to the following terms and conditions, which shall be effective
from and after the date hereof:

1.       RETENTION, TERM AND DUTIES

         1.1     Retention. The Corporation hereby employs the Executive as
Senior Vice President Sales & Marketing and the Executive hereby accepts such
employment, upon the terms and subject to the conditions of this Agreement.

         1.2     The Term. The term of employment of the Executive by the
Corporation shall be for the period commencing on July 1, 2000 (the
"Commencement Date") and ending on June 30, 2002, (the "Term"), unless this
Agreement is sooner terminated pursuant to Section 5 herein. Notwithstanding
anything contained herein to the contrary, the term of employment will be
automatically extended for successive one (1) year periods commencing July 1,
2002 ("Extended Term"), unless either party to this Agreement elects to
terminate this Agreement by providing notice pursuant to Section 12 hereof of
such election to the other party during the sixty (60) day period commencing
prior to the expiration of the then applicable Term or Extended Term.

         1.3     Duties. The Executive shall be the Senior Vice President Sales
& Marketing of the Corporation, with duties and responsibilities commensurate
with such position, and with the offer/acceptance letter between the parties
dated March 9, 1999. The Executive shall report to the Corporation's
President/CEO. The Executive shall perform the duties regularly associated with
this position at the Corporation's corporate headquarters in Las Vegas, Nevada.
Any change in Executive duties or work location shall be mutually agreed upon by
Corporation and Executive.

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<PAGE>

2.       SCOPE OF SERVICES
         ------------------

         2.1     Services.  The  Executive  agrees that he or she shall  perform
Executive's services to the best of his/her ability. During the term of this
Agreement the Executive shall not render any services for others in any line of
business in which the Corporation or its subsidiaries are significantly engaged
without first obtaining the Corporation's written consent. Executive shall
devote his/her full business time, care, attention and best efforts to the
Corporation's business and shall conduct himself/herself in a manner so as to
reflect credit upon himself/herself and the Corporation.

3.       COMPENSATION
         ------------

         3.1     Base. The Corporation shall pay to the Executive an annual base
salary of One Hundred Thirty Five Thousand Dollars ($135,000) (the "Base
Salary"), payable in equal installments (in accordance with the Corporation's
standard practices, but no less often than semi-monthly) subject to all
withholding for income, FICA and other similar taxes, to the extent required by
applicable law. Salary for a portion of any period will be prorated. The
Corporation agrees to provide an annual written performance review of the
Executive by the Executive's direct supervisor, and to subsequently review the
then current Base Salary of the Executive. Said Base Salary may be increased by
the supervisor, subject to the concurrence of the Board of the Corporation or
the Compensation Committee, at the sole discretion of the Corporation.

         3.2     Bonus.  In addition to the Base Salary payable to the Executive
pursuant to Section 3.1 hereof, the Corporation (i) shall make available to the
Executive a bonus in the amount of $40,000 (Forty Thousand Dollars) based on
meeting performance standards or targets set reasonably and in good faith by the
President & CEO and as approved by the Board of Directors or the Compensation
Committee thereof, and (ii) may pay any additional amounts as, in the discretion
of the Board of the Corporation or the Compensation Committee, it may desire as
a result of the Executive's services. These amounts shall be referred to as
"Bonus".

         3.3     Employee Stock Option Plan. In addition to the Base Salary
payable to the Executive pursuant to Section 3.1 hereof, and the Bonus payable
to the Executive pursuant Section 3.2 hereof, the Corporation may issue stock
options, in the sole discretion of the Corporation's Board of Directors or the
Compensation Committee, it may desire as a result of the Executive's services.

4.       OTHER BENEFITS
         ---------------

         4.1     Insurance Benefits. The Executive shall be entitled to
participate in all other employee benefit programs of the Corporation in effect
from time to time, on the same availability and basis as other employees of a
similar level of employment as Executive, as determined at the sole discretion
of the Corporation or as required by applicable laws, subject to a determination
of eligibility under the terms of said plan in accordance with its respective
terms. The Corporation maintains the exclusive right, at its sole discretion, to
change, alter, modify, or


                                       2                    EXE______,CWG______
<PAGE>
eliminate any or all of said employee benefits at any time consistent with other
similarly situated executives of the Corporation. Upon termination of Employment
for any reason, the Executive may, at the Executive's discretion, elect to
acquire any desired benefit plans which are convertible to the Executive in
accordance with the terms and conditions of the particular benefit plan(s),
consistent with applicable Corporation policies, and all federal, state, and
local laws, including COBRA.

         4.2     Expenses. The Corporation shall reimburse the Executive for all
reasonable and customary expenses which the Executive shall incur in connection
with the Executive's services to the Corporation or any subsidiary pursuant to
this Agreement. To obtain reimbursement, Executive shall comply with the
Corporation's reimbursement policies including documentation of expenses. All
additional benefits are to be authorized by and subject to approval by the
Corporation's Board of Directors.

         4.3     Vacation; Sick Leave. The Corporation shall provide to the
Executive such paid vacation and paid sick leave in accordance with the
Corporation's AMTO policy as modified by the Board of Directors or Corporation
Committee (if any) for employees of a similar level of employment as Executive.
In accordance with the policies of the Corporation, Executive may use vacation
and sick leave, provided it does not materially interfere with the Executive's
performance of his/her obligations hereunder.

5.       TERMINATION
         -----------

                  This Agreement may be terminated by either party prior to the
Expiration Date only in accordance with the following provisions:

       5.1         Death. In the event of the Executive's death, the Executive's
employment with the Corporation shall be deemed to be terminated as of the date
of death. Upon death, the Executive's estate or other legal representative shall
be entitled to receive any Base Salary accrued and unpaid at the time of death.
All other compensation or benefits shall cease at the date of death, except for
any prior vested benefits due the Executive under any benefit program of the
Corporation in which the Executive was enrolled, and such other benefits as may
be available to the spouse and/or dependents of the Executive in accordance with
the terms and conditions of the particular benefit plan(s), consistent with
applicable Corporation policies, and all federal, state, and local laws,
including COBRA.

         5.2     Termination by the Corporation. Corporation may terminate the
Executive's employment hereunder, by delivering to the Executive a Notice of
Termination (defined hereinafter), as follows:

                 1) At will, without cause, with payment of twelve (12) months
         of Base Salary as severance remuneration in equal bi-monthly or
         semi-monthly installments to coincide with the Corporation's normal
         payroll cycle. No other benefits except Base Salary will be paid or
         will accrue or vest during this twelve (12) month installment severance
         period. All Executive Options granted to Executive shall immediately
         vest upon the date of termination at will, without cause.



                                       3                    EXE______,CWG______
<PAGE>
                 2) For cause, at any time during employment, without any
         additional remuneration or severance, with cause having any of the
         following meanings:

                       (i)  conviction of any felony or other crime involving
                            moral turpitude;

                       (ii) the use of illegal drugs; the use of alcohol or
                            abuse of legal drugs which materially impairs the
                            Executive's performance of his or her duties;

                       (iii) malfeasance or gross negligence by the Executive in
                            the performance of his or her duties;

                       (iv) a material violation by the Executive of any
                            provision of this Agreement;

                       (v)  willful or gross misconduct by the Executive
                            injurious to the Corporation.

         5.3     Voluntary Termination. Executive may voluntarily terminate his
or her employment with the Corporation at any time, with a minimum of thirty
(30) days notice, by giving the Corporation a Notice of Termination (defined
hereinafter). If the Executive voluntarily terminates his or her Employment with
the Corporation under this Agreement, the Executive shall receive only the
compensation and benefits accrued at the date of termination. For salary,
Executive will be paid salary accrued to the date of termination, but no
additional salary. For bonus, Executive will be paid bonus amounts (if any) as
determined in the sole discretion of the Board of Directors or the Compensation
Committee (if any). Stock options shall be governed by the Corporation's Option
Plan and the offer/acceptance letter between the parties dated December 16,
1999. In the event Executive voluntarily terminates employment due to inability
of Corporation to meet payroll obligations for 31 consecutive days, all employee
stock options and/or stock appreciation rights granted to Executive will vest at
date of termination. Also, the Executive may elect to acquire or assume any
desired benefit plans which are convertible to the Executive, in accordance with
the terms and conditions of the benefit plan consistent with applicable
Corporation policies, and all applicable federal, state and local laws,
including COBRA.

         5.4     Termination Following Change of Ownership. If, within one year
following a "change in the ownership" (as defined below) of the Corporation,
this Agreement is terminated by the Corporation or its successor(s) or
assign(s), or Executive is required to relocate more than fifty (50) miles from
Las Vegas, Nevada, or there is a reduction in the Executive's compensation
(including base salary, bonus and benefits), or there is an adverse change in
Executive's duties, responsibilities and/or authorities, or Executive is
required by the Corporation or its successors or assigns to travel outside of a
fifty (50) mile radius of Las Vegas, Nevada, for in excess of ten (10) business
days during any thirty (30) day period or during any calendar month, and in lieu
of the benefits provided for in Section 5.2, the Corporation shall pay to
Executive a lump sum payment equal to 2.99 times the average annual compensation
paid by the Corporation and includable by Executive in his gross income during
the lesser of (i) the period of time employed by the Corporation but shall be
not less than a multiple of 1 times the Executive's annualized base salary,
including Executive's bonus per Section 3.2 and any other compensation detailed
in any preceding "offer letter" executed by the Corporation and the Executive or
(ii) the


                                       4                    EXE______,CWG______
<PAGE>

five tax years ended prior to the tax year in which such change in ownership or
control occurs. In addition, in the event of a "change of ownership, the vesting
of all Executive Stock Options shall be fully accelerated as of the date of the
change of ownership. For purposes of this Section 5.4, a "change in the
ownership" of the Corporation will be deemed to have (i) occurred upon the
completion of a transaction resulting in a consolidation, merger, combination or
other transaction in which the common stock of the Corporation is exchanged for
or changed into other stock or securities, cash and/or any other property and
the holders of the Corporation's common stock immediately prior to completion of
such transaction are not, immediately following completion of such transaction,
the owners of at least a majority of the voting power of the surviving entity,
(ii) a tender or exchange offer by any person or entity other than Executive
and/or his affiliates for fifty percent (50%) of the outstanding shares of
common stock of the Corporation is successfully completed, (iii) the Corporation
has sold all or substantially all of the Corporation's assets or, (iv) during
any period of twenty-four (24) consecutive months, individuals who at the
beginning of such period constituted the board of directors of the Corporation
(together with any new or replacement directors whose election by the board of
directors, or whose nomination for election, was approved by a vote of at least
a majority of the directors then still in office who were either directors at
the beginning of such period or whose election or nomination for reelection was
previously so approved) cease for any reason to constitute a majority of the
directors then in office. In the event that Executive shall become entitled to
payments and/or benefits provided by this Agreement or any other amounts in the
"nature of compensation" (whether pursuant to the terms of this Agreement or any
other plan, arrangement or agreement with the Corporation, any person whose
actions result in a change of ownership or effective control covered by Section
280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), or any
person affiliated with the Corporation or such person) as a result of such
change in ownership or effective control (collectively the "Corporation
Payments"), and such Corporation Payments will be subject to the tax (the
"Excise Tax") imposed by Section 4999 of the Code, the Corporation shall pay to
Executive, subject to required withholding, at the time specified in the last
sentence of this paragraph, an additional amount (the "Gross-up Payment") such
that the net amount retained by Executive, after deduction of any Excise Tax on
the Corporation Payments and on the Gross-Up Payment provided for under this
paragraph and any U.S. federal, state, and local income or payroll tax upon the
Gross-up Payment provided for by this paragraph shall be equal to the
Corporation Payments. In the event that the Excise Tax is subsequently
determined by the Corporation to be less than the amount taken into account
hereunder at the time the Gross-up Payment is made, Executive shall repay to the
Corporation or, in the event that the Corporation shall have then already been
liquidated or dissolved, any then-existing liquidating trust of which some or
all of the shareholders of the Corporation are beneficiaries, at the time that
the amount of such reduction in Excise Tax is finally determined, the portion of
the prior Gross-up Payment attributable to such reduction (plus the portion of
the Gross-up Payment attributable to the Excise Tax and U.S. federal, state and
local income tax imposed on the portion of the Gross-up Payment being repaid by
Executive). In the event that the Excise Tax is later determined by the
Corporation or the Internal Revenue Service to exceed the amount taken into
account hereunder at the time the Gross-up Payment is made (including by reason
of any payment the existence or amount of which cannot be determined at the time
of the Gross-up Payment), the Corporation or, in the event that the Corporation
shall have then already been liquidated or dissolved, any then-existing
liquidating trust established for the purpose of repaying or otherwise
discharging the debts of the Corporation, shall make an additional Gross-


                                       5                    EXE______,CWG______
<PAGE>

up Payment in respect of such excess (plus any interest or penalties payable
with respect to such excess) at the time that the amount of such excess is
finally determined. The Gross-up Payment or portion thereof provided for in this
paragraph shall be paid not later than the thirtieth (30th) day following
delivery by Executive to the Corporation of notice that an event that subjects
Executive to the Excise Tax has occurred; provided, however, that if the amount
of such Gross-up Payment or portion thereof cannot be finally determined on or
before such day, the Corporation shall pay to Executive on such day an estimate,
as determined in good faith by the Corporation, of the minimum amount of such
payments and shall pay the remainder of such payments (together with interest at
the rate provided in Section 1274(b)(2)(B) of the Code) promptly following such
time as the amount thereof has been determined.

         5.5     Notice of Termination. For purposes of this Agreement, the term
"Notice of Termination" shall mean a written document delivered to the Executive
(if termination is by the Corporation) or to the Corporation (if a voluntary
termination by the Executive), which shall specify the section of this Agreement
under which the termination occurs. Termination shall be effective on the date
that the Notice of Termination is effective, or any date specified by the
Corporation (if termination is by the Corporation). Notwithstanding the
foregoing, the Notice of Termination shall be effective immediately upon
termination for "cause."

6.       INDEMNIFICATION AND INSURANCE
         ------------------------------

         6.1     Obligation. The Corporation shall indemnity and hold harmless,
and in any action, suit or proceeding, defend the Executive (with the Executive
having the right to use counsel of his choice) against all expenses, costs,
liabilities and losses (including attorneys' fees, judgments and fines, and
amounts paid or to be paid in any settlement) (collectively, "Indemnified
Amounts") reasonably incurred or suffered by the Executive in connection with
the Executive's service as an employee of the Corporation or any affiliate to
the full extent permitted by the By-laws of the Corporation as in effect on the
date of this Agreement, or, if greater, as permitted by the general corporation
law of the jurisdiction of the Corporation's incorporation (the "GCL"), provided
that the indemnity afforded by the Corporation's By-laws shall never be greater
than permitted by the GCL. The Corporation shall advance on behalf of Executive
all Indemnified Amounts as they are incurred. To the extent a change in the GCL
(whether by statute or judicial decision) permits greater indemnification than
is now afforded by the By-laws and a corresponding amendment shall not be made
in said By-laws, it is the intent of the parties hereto that the Executive shall
enjoy the greater benefits so afforded by such change.

         6.2     Determination. A determination that indemnification with
respect to any claims by the Executive pursuant to this Section 6 is proper
shall be made by independent legal counsel selected by he Board of Directors of
the Corporation and set forth in a written opinion furnished by such counsel to
the Board of Directors, the Corporation and the Executive. In the event it is
determined by such counsel that Executive is not entitled to indemnification
pursuant to this Section 6 (and if contested by Executive, such determination is
confirmed by the final non-appealable order of a court of competent
jurisdiction), or if a court of competent jurisdiction determines in a final
non-appealable order that Executive is not entitled to indemnification pursuant
to this Section 6, Executive shall promptly reimburse the Corporation for all
such advances of Indemnified Amounts made by the Corporation on Executive's
behalf.



                                       6                    EXE______,CWG______
<PAGE>

         6.3     Notice of Claims. The Executive shall advise promptly the
Corporation in writing of the institution of any action, suit or proceeding
which is or may be subject to this Section 6, provided that Executive's failure
to so advise the Corporation shall not affect the indemnification provided for
herein, except to the extent such failure has a material and adverse effect on
the Corporation's ability to defend such action, suit or proceeding.

         6.4     Indemnification Insurance. The Executive shall be covered by
insurance, to the same extent as other employees of the Corporation are covered
by insurance, with respect to (a) directors and officers liability, (b) errors
and omissions, and (c) general liability insurance. The Corporation shall
maintain reasonable and customary insurance of the type specified in parts (b)
and (c) in the preceding sentence. The Executive shall be a named insured or
additional insured, without right of subrogation against him or her, under any
policies of insurance carried by the Corporation. The Corporation will, in good
faith, make efforts to maintain insurance coverage of the type specified in part
(a) above at commercially reasonable rates, but the failure to obtain such
coverage shall not constitute a breach of the Corporation's obligations
hereunder.

7.       CONFIDENTIAL INFORMATION: NONDISCLOSURE ETC.
         ---------------------------------------------

         7.1     Confidentiality. During the Term, any Extended Term and
thereafter for a period of two (2) years, Executive shall keep secret and retain
in strictest confidence and shall not, without the prior written consent of the
Corporation, furnish, make available or disclose to any third party or use for
the benefit of himself or herself or any third party any Confidential
Information. Confidential Information is information related to or concerning
the Corporation and its businesses which is confidential, proprietary or not
generally known to and cannot be readily ascertained through proper means by
persons or entities (including any of the Corporation's present competitors),
who can gain any type of competitive advantage from its disclosure or use.
Confidential Information includes without limitation, all secret, confidential
or proprietary information, knowledge or data relating to the Corporation, such
as operational methods; financial data, marketing or development proposals,
plans or strategies; pricing strategies; business or property acquisition or
development proposals or plans; new personnel acquisition proposals or plans;
customer lists and any descriptions or data concerning current or prospective
customers; provided, however, while employed by the Corporation and in
furtherance of the business and for the benefit of the Corporation, Executive
may provide Confidential Information as appropriate to attorneys, accountants,
financial institutions and other persons or entities engaged in business with
the Corporation and authorized to receive such information in the ordinary
course of business.

         7.2    Return of Documents. Promptly upon termination of this
Agreement for any reason, or whenever requested by the Board of Directors of the
Corporation, the Executive shall return or cause to be returned to the
Corporation all Confidential Information in any form or format, or any other
property of the Corporation in the Executive's possession or custody or at his
or her disposal, which he or she has obtained or been furnished, without
retaining any copies thereof.



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<PAGE>

8.       NON-COMPETITION
         ----------------

         8.1     Restriction. Subject to Section 2 hereof, the Executive shall
not, (i) throughout the Term or Extended Term of this Agreement, as the case may
be, and (ii) for a period of 12 months thereafter, in each case without the
Corporation's prior written consent, render services to a business, or plan for
or organize a business, which is materially competitive with the Corporation or
of any of its subsidiaries by becoming an owner, officer, director, shareholder
(owning more than 4.9% of such business' equity interests), partner, associate,
employee, agent or representative or consultant or serve in any other capacity
in any such business.

         8.2     Trade Secrets. Subject to Section 2 hereof, all ideas and
improvements which are protectable by patent or copyright, or as trade secrets
as defined in NRS 600A.030(4)(a) conceived or reduced to practice (actually or
constructively) during the Term or Extended Term of this Agreement by the
Executive, shall be the property of the Corporation; provided, however, that the
provisions of this Section 8.2 shall not apply to an invention for which no
equipment, supplies, facility or trade secret information of the Corporation was
used and which was developed entirely on the Executive's own time, and (a) which
does not relate to (i) the business of the Corporation or any of its
subsidiaries or (ii) the actual or demonstrably anticipated research or
development by the Corporation of any of its subsidiaries (b) or which does not
result from any work performed by the Executive pursuant to this Agreement.

9.       REMEDIES

         9.1     Arbitration. In the event of any dispute or controversy arising
under, out of or relating to this Agreement or the breach hereof other than
under Section 7 or 8 hereunder for which the Corporation may seek injunctive
relief, it shall be determined by arbitration in Las Vegas, Nevada to be heard
by a single arbitrator chosen by the Corporation and the Executive, provided
that if the Corporation and the Executive cannot agree on a single arbitrator,
each shall select one arbitrator and the arbitrators so selected shall select a
third arbitrator, and the panel of three arbitrators shall determine the
dispute. Such arbitration and any award made therein shall be binding upon the
Corporation and the Executive.

         9.2     Injunctive Relief The Executive acknowledges and agrees that
any material breach which occurs or which is threatened of Section 7 or 8 hereof
shall cause substantial and irreparable damage to the Corporation in an amount
and of a character difficult to ascertain. Accordingly, in addition to any other
relief to which the Corporation may otherwise be entitled at law, in equity or
by statute, or under this Agreement, the Corporation shall also be entitled to
and Executive hereby consents to the issuance of an injunction preventing or
prohibiting such breach or threatened breach of Section 7 or 8 hereof.

         9.3     Fees. If any action at law or in equity or arbitration is
necessary to enforce or interpret the terms and conditions of this Agreement,
the prevailing party shall be entitled to reasonable attorney's, accountant's
and expert's fees, costs and necessary disbursements in addition to any other
relief to which it or he or she may be entitled.



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<PAGE>
         9.4     Reasonableness and Severabilitv of Executive Covenants. The
Executive acknowledges and agrees that the Executive's covenants under Sections
7 and 8 hereof are necessary for the protection of the Corporation's legitimate
interests, are reasonable and valid in
duration and geographical scope, and in all other respects. If any court
determines that any of the Executive covenants under Sections 7 and 8 hereof, or
any part thereof, is invalid or unenforceable, the remainder of them shall not
thereby be affected and shall be given full effect without regard to the invalid
portions.

         9.5     Blue-Penciling. If any court determines that any of the
Executive's venants under Sections 7 and 8 hereof, or any part thereof, is
unenforceable because of the duration or geographical scope of such provision,
such court shall have the power to reduce the duration or scope of such
provision, as the case may be, and, in its reduced form, such provision shall
then be enforceable.

10.      NOTICES

                  All notices required or permitted hereunder shall be in
writing and shall be delivered in person, by facsimile, telex or equivalent form
of written communication, or sent by certified or registered mail, return
receipt requested, postage prepaid, as follows:

         To Corporation:

         Chadmoore Wireless Group, Inc.
         2875 E. Patrick Lane, Suite G
         Las Vegas, Nevada 89120
         Attention: President
         Fax: 702-740-5646

         To the Executive:

         Vincent F. Hedrick
         95 Teton Pines Drive
         Henderson, NV 89014

or such other party and/or address as either party may designate in a written
notice delivered to the other party in the manner provided herein. All notices
required or permitted hereunder shall be deemed duly given and received on the
date of delivery, if delivered in person or by facsimile, telex or other
equivalent written telecommunication, or on the seventh day next succeeding the
date of mailing if sent by certified or registered mail.

11.      FURTHER ACTION
         ---------------

                  The Corporation and the Executive each agrees to execute and
deliver such further documents as may be reasonably necessary by the other in
order to give effect to the intentions expressed in this Agreement.



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<PAGE>

12.      HEADING; INTERPRETATIONS
         -------------------------

                  The headings and captions used in this Agreement are for
convenience only and shall not be construed in interpreting this Agreement.

13.      ASSIGNABILITY

                 a)   By Corporation. This Agreement is binding upon, and shall
inure to the benefit of the Corporation, and any successors or assigns, and may
be assigned in whole or in part by the Corporation, its successors and assigns.

                 b)   By Executive. This Agreement is a personal services
contract, and the Executive may not assign this Agreement, or any part hereof,
without the prior, written consent of the Corporation, which consent may be
withheld for any reason.

14.      ENTIRE AGREEMENT
         -----------------

                  This Agreement contains the entire agreement and understanding
of the parties with respect to the matters herein, and supersedes all existing
negotiations, representations or agreements, including, without limitation, the
Prior Agreement, and all other oral, written and other communications between
them concerning the subject matter of this Agreement.

15.      AMENDMENTS
         ----------

                  This Agreement may be amended or modified in whole or in part
only by an agreement in writing signed by the Corporation and the Executive.

16.      WAIVER AND SEVERABILITY
         ------------------------

                  The waiver by either party of a breach of any terms or
conditions of this Agreement shall not operate or be construed as a waiver of
any subsequent breach by such party. In the event that one or more provisions of
this Agreement shall be declared to be invalid, illegal or unenforceable under
any law, rule or regulation, such invalidity, illegality or unenforceability
shall not affect the validity, legality or enforceability of the other
provisions of this Agreement.

17.      GOVERNING LAW
         --------------

                  This Agreement and the rights of the parties under it shall be
governed by and construed in accordance with laws of the State of Nevada,
including all matters of construction, validity, performance and enforcement and
without giving effect to the principles of conflict of laws, except that matters
of corporate law and governance shall be governed by and construed in accordance
with the laws of the State of Nevada.

18.      COUNTERPARTS
         ------------

                  This Agreement may be executed in any number of counterparts,
each of which shall be an original, and all of which together shall constitute
one and the same instrument.


                                       10                   EXE______,CWG______
<PAGE>

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


EXECUTIVE:



     /s/ Vincent F. Hedrick
----------------------------------------
By: Vincent F. Hedrick, individually





CORPORATION:
Chadmoore Wireless Group, Inc.



      /s/ Robert W. Moore
-----------------------------------------
By:   Robert W. Moore, President/CEO
















                                       11                   EXE______,CWG______