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                                SILICON VALLEY BANK
                                          
                            LOAN AND SECURITY AGREEMENT

BORROWER:     Metro One Telecommunications, Inc.
        
ADDRESS:      8405 S.W. Nimbus Avenue
              Beaverton, OR 97008
        
DATE:         June 24 1998

       THIS LOAN AND SECURITY AGREEMENT is entered into on the above date
between SILICON VALLEY BANK ("Silicon"), whose address is 3003 Tasman Drive,
Santa Clara, California 95054 and the borrower named above (the "Borrower"),
whose chief executive office is located at the above address ("Borrower's
Address").

       1.     LOANS.

       1.1    LOANS. Silicon will make loans to the Borrower (the "Loans") in
amounts determined by Silicon up to the amounts (the "Credit Limits") shown on
the Schedule to this Agreement (the "Schedule") as the Credit Limit for the
Loans. The terms of the Schedule are incorporated into this Agreement. The
Borrower is responsible for monitoring the total amount of Loans and other
Obligations outstanding from time to time, and the Borrower shall not permit
that amount, at any time, to exceed the applicable Credit Limit. If at any time
the total of all outstanding Loans and all other Obligations exceeds the
applicable Credit Limit, the Borrower shall immediately pay the amount of the
excess to Silicon, without notice or demand.

       1.2    INTEREST; DEBIT TO DEPOSIT ACCOUNTS. All Loans and all other
monetary Obligations shall bear interest at the applicable rates shown on the
Schedule hereto. Interest shall be payable monthly, on the due date shown on the
monthly billing from Silicon to the Borrower. The Borrower shall regularly
deposit all funds received from its business activities in accounts maintained
by the Borrower at Silicon. The Borrower hereby requests and authorizes Silicon
to debit any of the Borrower's accounts with Silicon, including without
limitation account no. 09003193-70, for payments of interest and principal due
on the Loans and all other obligations owing by the Borrower to Silicon. Silicon
shall promptly notify the Borrower of all debits which Silicon makes against the
Borrower's accounts. Any such debit against the Borrower's accounts shall in no
way be deemed a setoff by Silicon.

       1.3    FEES. The Borrower shall pay to Silicon at closing a commitment
fee and other fees in the amounts shown on the Schedule (less any amounts
previously paid). These fees are in addition to all interest and other sums
payable to Silicon and are not refundable.

       1.4    ADDITIONAL COSTS. In case any law, regulation, treaty or official
directive or the interpretation or application thereof by any court or any
governmental authority charged with the

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administration thereof or the compliance with any guideline or request of any
central bank or other govern mentalauthority (whether or not having the force
of law):

              (a)    subjects Silicon to any tax with respect to payments of
principal or interest or any other amounts payable hereunder by the Borrower or
otherwise with respect to the transactions contemplated hereby (except for taxes
on the overall net income of Silicon imposed by the United States of America or
any political subdivision thereof);

              (b)    imposes, modified or deems applicable any deposit
insurance, reserve, special deposit or similar requirement against assets held
by, or deposits in or for the account of, or loans by, Silicon; or

              (c)    imposes upon Silicon any other condition with respect to
its performance under this Agreement,

and the result of any of the foregoing is to increase the cost to Silicon,
reduce the income receivable by Silicon or impose any expense upon Silicon with
respect to any loans, Silicon shall notify the Borrower thereof. Borrower agrees
to pay to Silicon the amount of such increase in cost, reduction in income or
additional expense as and when such cost, reduction or expense is incurred or
determined, upon presentation by Silicon of a statement of the amount and
setting forth Silicon's calculation thereof, all in reasonable detail, which
statement shall be deemed true and correct absent manifest error. The statement,
which shall be signed by an authorized officer of Silicon, will also state that,
to the best of such officer's knowledge, a majority of Silicon's borrowers with
legal obligations to Silicon similar to the Borrower's obligations and in a
similar fact situation as the Borrower (as it relates to this Section 1.4) has
also received statements requesting payments under this Section.

       2.     GRANT OF SECURITY INTEREST.

       2.1    OBLIGATIONS. The term "Obligations" as used in this Agreement
means the following: the obligation to pay all Loans and all interest thereon
when due, and to pay and perform when due all other present and future
indebtedness, liabilities, obligations, guarantees, covenants, agreements,
warranties and representations of the Borrower to Silicon, whether joint or
several, monetary or non-monetary, and whether created pursuant to this
Agreement or any other present or future agreement (such as future agreements
relating to letters of credit issued by Silicon) or otherwise executed in
connection with this Agreement, including, without limitation, any and all
amendments, supplements, and modifications of the foregoing. Provided that
Silicon gives Borrower written notice, Silicon may, in its discretion, require
that the Borrower pay monetary Obligations in cash to Silicon, or charge them to
Borrowers' Loan account, in which event they shall bear interest at the rates
applicable to the Loans.

       2.2    COLLATERAL. As security for all Obligations, the Borrower hereby
grants Silicon a continuing security interest in all of the Borrower's assets,
including but not limited to all of the Borrower's interest in the types of
property described below, whether now owned or hereafter acquired, and wherever
located (collectively, the "Collateral"): (a) All accounts, contract rights,
chattel paper, letters of credit, documents, securities, money, and instruments,
and all other obligations now or in the future owing to the Borrower; (b) All
inventory, goods, merchandise, materials, raw materials, work in process,
finished goods, farm products, advertising, packaging and shipping materials,
supplies, and all other tangible personal property

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which is held for sale or lease or furnished under contracts of service or
consumed in the Borrower's business, and all warehouse receipts and other
documents; (c) All equipment, including without limitation all machinery,
fixtures, trade fixtures, vehicles, furnishings, furniture, materials, tools,
machine tools, office equipment, computers and peripheral devices, appliances,
apparatus, parts, dies, and jigs; (d) All general intangibles including, but not
limited to, deposit accounts, goodwill, names, trade names, trademarks and the
goodwill of the business symbolized thereby, trademark applications, trade
secrets, drawings, blueprints, customer lists, patents, patent applications,
copyrights, copyright applications, security deposits, loan commitment fees,
federal, state and local tax refunds and claims, all rights in all litigation
presently or hereafter pending for any cause or claim (whether in contract, tort
or otherwise), and all judgments now or hereafter arising therefrom, all claims
of the Borrower against Silicon, all rights to purchase or sell real or personal
property, all rights as a licensor or licensee of any kind, all royalties,
licenses, processes, telephone numbers, proprietary information, purchase
orders, and all insurance policies and claims (including without limitation
credit, liability, property and other insurance), and all other rights,
privileges and franchises of every kind; (e) All books and records, whether
stored on computers or otherwise maintained; (f) All of the Borrower's cash; and
(g) All substitutions, additions and accessions to any of the foregoing, and all
products, proceeds and insurance proceeds of the foregoing, and all guaranties
of and security for the foregoing; and all books and records relating to any of
the foregoing. Silicon's security interest in any present or future technology
(including patents, trade secrets, and other technology) shall be subject to any
licenses or rights now or in the future granted by the Borrower to any third
parties in the ordinary course of the Borrower's business; provided that if the
Borrower proposes to sell, license or grant any other rights with respect to any
technology in a transaction that, in substance, conveys a major part of the
economic value of that technology, Silicon shall first be requested to release
its security interest in the same, and Silicon may withhold such release in its
discretion,

3.     REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER.

       The Borrower represents and warrants to Silicon as follows, and the
Borrower covenants that the following representations shall continue to be true,
and that the Borrower shall comply with all of the following covenants:

       3.1    CORPORATE EXISTENCE AND AUTHORITY. The Borrower is and shall
continue to be duly authorized, validly existing and in good standing under the
laws of the state of Oregon. The Borrower is and shall continue to be qualified
and licensed to do business in all jurisdictions in which any failure to do so
would have a material adverse effect on the Borrower. The execution, delivery
and performance by the Borrower of this Agreement, and all other documents
contemplated hereby have been duly and validly authorized, are enforceable
against the Borrower in accordance with their terms, and do not violate any law
or any provision of, and are not grounds for acceleration under, any agreement
or instrument which is binding upon the Borrower.

       3.2    NAME, TRADE NAMES AND STYLES. The name of the Borrower set forth
in the heading to this Agreement is its correct name. Listed on the Schedule
hereto are all prior names of the Borrower and all of the Borrower's present and
prior trade names. The Borrower shall give Silicon 15 days' prior written notice
before changing its name or doing business under any other name. The Borrower
has complied, and shall in the future comply, with all laws relating to the
conduct of business under a fictitious business name.

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       3.3    PLACE OF BUSINESS; LOCATION OF COLLATERAL. The address set forth
in the heading to this Agreement is the chief executive office for the Borrower.
In addition, the Borrower has places of business only at, and Collateral of the
Borrower is located only at, the locations set forth on the Schedule to this
Agreement. The Borrower shall give Silicon at least 15 days prior written notice
before changing its chief executive office or moving Collateral to any location
other than a location listed on the Schedule.

       3.4    TITLE TO COLLATERAL; PERMITTED LIENS. The Borrower is now, and
shall at all times in the future be, the sole owner of all the Collateral,
except for items of equipment which are leased by the Borrower. The Collateral
now is and shall remain free and clear of any and all liens, charges, security
interests, encumbrances and adverse claims, except for the following ("Permitted
Liens"): (i) any liens existing on the date hereof and disclosed on the attached
Exhibit B; (ii) purchase money security interests in specific items of
equipment, other than equipment financed by the Loans described in the Schedule;
(iii) leases of specific items of equipment; (iv) liens for taxes not yet
payable; (v) additional security interests and liens consented to in writing by
Silicon in its sole discretion; and (vi) security interests being terminated
substantially concurrently with this Agreement. Silicon shall have the right to
require, as a condition to its consent under subparagraph (v) above, that the
holder of the additional security interest or lien sign an intercreditor
agreement on terms satisfactory to Silicon in its sole discretion, acknowledge
that the holder's security interest is subordinate to the security interest in
favor of Silicon, and that the Borrower agrees that any uncured default in any
obligation secured by the subordinate security interest shall also constitute an
Event of Default under this Agreement. Silicon now has, and shall continue to
have, a first priority, perfected and enforceable security interest in all of
the Collateral. The Collateral shall not be subject to any other liens or
security interests of any type except for the Permitted Liens. The Borrower
shall at all times defend Silicon and the Collateral against all claims of
others. None of the Collateral now is or shall be affixed to any real property
in such a manner, or with such intent, as to become a fixture.

       3.5    MAINTENANCE OF COLLATERAL. The Borrower shall maintain the
Collateral in good working condition. The Borrower shall not use the Collateral
for any unlawful purpose. The Borrower shall immediately advise Silicon in
writing of any material loss or damage to the Collateral.

       3.6    BOOKS AND RECORDS. The Borrower has maintained and shall maintain
at the Borrower's Address complete and accurate books and records, comprising an
accounting system in accordance with generally accepted accounting principles.

       3.7    FINANCIAL CONDITION AND STATEMENTS. All financial statements now
or in the future delivered to Silicon have been, and shall be, prepared in
conformity with generally accepted accounting principles and now and in the
future shall completely and accurately reflect the financial condition of the
Borrower, at the times and for the periods therein stated. Since the last date
covered by any such statement, there has been no material adverse change in the
financial condition or business of the Borrower. The Borrower is now and shall
continue to be solvent. The Borrower shall provide Silicon: (i) within 20 days
after the end of each month, except as provided below, an accounts receivable
report and an accounts payable report, in such form as Silicon shall reasonably
specify; (ii) within 20 days after the end of each month, except as provided
below, a Borrowing Base Certificate in the form attached to this Agreement as
Exhibit A, as Silicon may reasonably modify such Certificate from time to time,
signed by the Chief Financial Officer or Controller of the Borrower; (iii)
within 45 days after the end of each quarter, a Compliance Certificate in such
form as Silicon shall reasonably specify, signed by the Chief Financial Officer
or Controller of the Borrower, setting forth calculations showing compliance (at
the end of each such calendar quarter) with the financial

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covenants set forth on the Schedule hereto, and certifying that throughout 
such quarter the Borrower was in full compliance with all other terms and 
conditions of this Agreement and the Schedule, and providing such other 
information as Silicon shall reasonably request; (iv) within 90 days 
following the end of the Borrower's fiscal year, complete annual CPA-audited 
financial statements, such audit being conducted by independent certified 
public accountants reasonably acceptable to Silicon; (v) within 45 days after 
the end of each quarter, Borrower's Form 10-Q; and (vi) within 90 days after 
fiscal year end, Borrower's Form 10-K. The financial information referenced 
in subsections (i) and (ii) above shall only be required when Borrower 
utilizes the Secured Accounts Receivable Line of Credit on a Formula 
Borrowing basis, as defined in the Schedule

       3.8    TAX RETURNS AND PAYMENTS; PENSION CONTRIBUTIONS. The Borrower has
timely filed, and shall timely file, all tax returns and reports required by
foreign, federal, state and local law. The Borrower has timely paid, and shall
timely pay, all foreign, federal, state and local taxes, assessments, deposits
and contributions now or in the future owed by the Borrower. The Borrower may,
however, defer payment of any contested taxes, provided that the Borrower (i) in
good faith contests the Borrower's obligation to pay the taxes by appropriate
proceedings promptly and diligently instituted and conducted, (ii) notifies
Silicon in writing of the commencement of, and any material development in, the
proceedings, and (iii) posts bonds or take any other steps required to keep the
contested taxes from becoming a lien upon any of the Collateral. The Borrower is
unaware of any claims or adjustments proposed for any of the Borrower's prior
tax years which could result in additional taxes becoming due and payable by the
Borrower. The Borrower has paid, and shall continue to pay all amounts necessary
to fund all present and future pension, profit sharing and deferred compensation
plans in accordance with their terms. The Borrower has not and shall not
withdraw from participation in, permit partial or complete termination of, or
permit the occurrence of any other event with respect to, any such plan which
could result in any liability of the Borrower, including, without limitation,
any liability to the Pension Benefit Guaranty Corporation or its successors or
any other governmental agency.

       3.9    COMPLIANCE WITH LAW. Except for actions described in the June 15,
1995 Rescission Offer filed on Form SB-2, the Borrower has complied, and shall
comply, in all material respects, with all provisions of all foreign, federal,
state and local laws and regulations relating to the Borrower, including, but
not limited to, those relating to ownership of real or personal property,
conduct and licensing of the Borrower's business, and environmental matters.

       3.10   LITIGATION. Except as disclosed in the Schedule hereto, there is
no claim, suit, litigation, proceeding or investigation pending or (to best of
the Borrower's knowledge) threatened by or against or affecting the Borrower in
any court or before any governmental agency (or any basis therefor known to the
Borrower) which may result, either separately or in the aggregate, in any
material adverse change in the financial condition or business of the Borrower,
or in any material impairment in the ability of the Borrower to carry on its
business in substantially the same manner as it is now being conducted. The
Borrower shall promptly inform Silicon in writing of any claim, proceeding,
litigation or investigation in the future threatened or instituted by or against
the Borrower involving amounts in excess of $250,000.

       3.11   USE OF PROCEEDS. All proceeds of all Loans shall be used solely
for lawful business purposes.

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       3.12   NO PATENTS OR TRADEMARKS. The Borrower does not own, and the
Borrower does not have pending any application for the registration of, any
patent or trademark with the U.S. Patent and Trademark Office or any similar
office or agency of any state, of the United States of America or of any foreign
jurisdiction except as disclosed in the Schedule.

       3.13   HAZARDOUS SUBSTANCES. The terms "hazardous  waste," "hazardous 
substance," "disposal," "release," and "threatened release," as used in this 
Agreement, shall have the same meanings as set forth in the Comprehensive 
Environmental Response, Compensation, and Liability Act of 1980, as amended, 
42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and 
Reauthorization Act of 1986, Pub L. No. 99-499 ("SARA"), the Hazardous 
Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource 
Conservation and Recovery Act, 49 U.S.C. Section 6901, et seq., or other 
applicable state or Federal laws, rules, or regulations adopted pursuant to 
any of the foregoing. The Borrower represents and warrants that: None of 
Borrower's or any Subsidiary's properties or assets has ever been used by 
Borrower or any Subsidiary or, to the best of Borrower's knowledge, by 
previous owners or operators, in the disposal of, or to produce, store, 
handle, treat, release, or transport, any hazardous waste or hazardous 
substance other than in accordance with applicable law; to the best of 
Borrower's knowledge, none of Borrower's properties or assets has ever been 
designated or identified in any manner pursuant to any environmental 
protection statute as a hazardous waste or hazardous substance disposal site, 
or a candidate for closure pursuant to any environmental protection statute; 
no lien arising under any environmental protection statute has attached to 
any revenues or to any real or personal property owned by Borrower or any 
Subsidiary; and neither Borrower nor any Subsidiary has received a summons, 
citation, notice, or directive from the Environmental Protection Agency or 
any other federal or state governmental agency concerning any action or 
omission by Borrower or any Subsidiary resulting in the releasing, or 
otherwise disposing of hazardous waste or hazardous substances into the 
environment.

4.     ADDITIONAL DUTIES OF THE BORROWER.

       4.1    FINANCIAL AND OTHER COVENANTS. The Borrower shall at all times
comply with the financial and other covenants set forth in the Schedule to this
Agreement.

       4.2    OVERADVANCE; PROCEEDS OF ACCOUNTS. If for any reason the total 
of all outstanding Loans and all other Obligations exceeds the total Credit 
Limit, as stated in the Schedule, without limiting Silicon's other remedies, 
and whether or not Silicon declares an Event of Default, the Borrower shall 
remit to Silicon all checks and other proceeds of the Borrower's accounts and 
general intangibles, in the same form as received by the Borrower, within one 
day after the Borrower's receipt of the same, to be applied to the 
Obligations in such order as Silicon shall determine in its discretion.

       4.3    INSURANCE. The Borrower shall at all times insure all of the 
tangible personal property Collateral and carry such other business 
insurance, with insurers reasonably acceptable to Silicon, in such form and 
amounts as Silicon may reasonably require. All such insurance policies shall 
name Silicon as an additional loss payee, and shall contain a lenders loss 
payee endorsement in form reasonably acceptable to Silicon. Upon receipt of 
the proceeds of any such insurance, Silicon shall apply such proceeds in 
reduction of the Obligations as Silicon shall determine in its sole and 
absolute discretion, except that, provided no Event of Default has occurred, 
Silicon shall release to the Borrower insurance proceeds with respect to 
equipment totaling less than $1,000,000, which shall be utilized by the 
Borrower for the replacement of the equipment with respect to which the 
insurance proceeds were paid. Silicon may require reasonable

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assurance that the insurance proceeds so released shall be so used. If the
Borrower fails to provide or pay for any insurance, Silicon may, but is not
obligated to, obtain the same at the Borrower's expense. The Borrower shall
promptly deliver to Silicon copies of all reports made to insurance companies.
Statutory notice regarding insurance:

                                      WARNING

       Unless Borrower provides Silicon with evidence of the insurance 
coverage as required by this Loan Agreement, Silicon may purchase insurance 
at Borrower's expense to protect Silicon's interest. This insurance may, but 
need not, also protect Borrower's interests. If the collateral becomes 
damaged, the coverage Silicon purchases may not pay any claim Borrower makes 
or any claim made against Borrower. Borrower may later cancel this coverage 
by providing evidence that Borrower has obtained property coverage elsewhere.

       Borrower is responsible for the cost of any insurance purchased by
Silicon. The cost of this insurance may be added to Borrower's loan balance. If
the cost is added to Borrower's loan balance, the interest rate on the
underlying loan will apply to this added amount The effective date of coverage
may be the date Borrower's prior coverage lapsed or the date Borrower failed to
provide proof of coverage.

       This coverage Silicon purchases may be considerably more expensive than
insurance Borrower can obtain on Borrower's own and may not satisfy any need for
property damage coverage or any mandatory liability insurance requirements
imposed by applicable law.

       4.4    REPORT. The Borrower shall provide Silicon with such written
reports with respect to the Borrower as Silicon shall from time to time
reasonably specify.

       4.5    ACCESS TO COLLATERAL, BOOKS AND RECORDS. If Borrower utilizes 
the Secured Accounts Receivable Line of Credit on a Formula Borrowing basis, 
as defined in the Schedule, upon five business days' written notice, Silicon, 
or its agents, shall have the right to inspect the Collateral, and the right 
to audit and copy the Borrower's accounting books, records, ledgers, 
journals, or registers and the Borrowers books and records relating to the 
Collateral, provided that on and after an Event of Default the five business 
day period referred to above shall be reduced to no notice. Silicon shall 
take reasonable steps to keep confidential all information obtained in any 
such inspection or audit in accordance with Silicon's standard business 
practices regarding such information, but Silicon shall have the right to 
disclose any such information to its auditors, regulatory agencies and 
attorneys, and pursuant to any subpoena or other legal process. In the event 
that Silicon is requested or required by oral questions, interrogatories, 
requests for information or documents, subpoenas or other lawful, civil 
investigative demand or similar process, to disclose any such confidential 
information, Silicon agrees to notify Borrower of any such event or 
circumstances in a timely manner. The foregoing audits shall be at Silicon's 
expense, except that the Borrower shall reimburse Silicon for its reasonable 
out of pocket costs for such accounts receivable audits in an amount not to 
exceed $1,250 per audit. If Borrower is in compliance with all financial 
covenants, Silicon shall not conduct more than one (1) such audit in each 
calendar year. If Borrower is not in compliance with all financial covenants, 
Silicon shall conduct no more than four (4) such audits in each calendar 
year. (This shall not be construed as a waiver of any default created by a 
failure to comply with the applicable financial covenants.) Silicon may debit 
the Borrower's deposit accounts with Silicon for the cost of such audits, in 
which event Silicon shall send notification thereof to the Borrower.

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       4.6    NEGATIVE COVENANTS. Except as may be permitted in the Schedule 
hereto, the Borrower shall not, without Silicon's prior written consent, do 
any of the following: (i) merge or consolidate with another corporation, 
except that the Borrower may merge or consolidate with another corporation if 
the Borrower is the surviving corporation in the merger and the aggregate 
value of the assets acquired in the merger do not exceed 25% of the 
Borrower's Tangible Net Worth (as defined in the Schedule hereto) as of the 
end of the month prior to the effective date of the merger, and the assets of 
the corporation acquired in the merger are not subject to any liens or 
encumbrances, except Permitted Liens; (ii) acquire any assets, including 
stock of any other entity, outside the ordinary course of business for an 
aggregate purchase price (whether paid in cash, in stock of the Borrower or 
other consideration) exceeding 25% of the Borrower's Tangible Net Worth (as 
defined in the Schedule hereto) as of the end of the month prior to the 
effective date of the acquisition; (iii) enter into any other material 
transaction outside the ordinary course of business (except as permitted by 
the other provisions of this Section); (iv) sell or transfer any Collateral, 
except for the sale of finished inventory in the ordinary course of the 
Borrower's business, and except for the sale of obsolete or unneeded 
equipment in the ordinary course of business; (v) make any additional loans 
of any money or any other assets to shareholders, employees or any other 
person except in the ordinary course of business; (vi) incur any additional 
debts that are outside the ordinary course of business or that would have a 
material, adverse effect on the Borrower or on the prospect of repayment of 
the Obligations, or incur any debt to any shareholder of the Borrower unless 
such indebtedness is subordinated to the Loans in a written agreement 
satisfactory to Silicon, (vii) guarantee or otherwise become liable with 
respect to the obligations of another party or entity; (viii) pay or declare 
any dividends on the stock of the Borrower (except for dividends payable 
solely in stock of the Borrower); (ix) redeem, retire, purchase or otherwise 
acquire, directly or indirectly, any of the stock of the Borrower (except for 
purchases of the stock of the Borrower, in an amount not to exceed $700,000 
in the aggregate, resulting from a threatened claim or litigation against the 
Borrower arising from the failure of the Borrower to comply with applicable 
securities laws as it relates to the past sales of securities); (x) make any 
change (other than changes specifically permitted under this Section) in the 
Borrower's capital structure which has a material adverse effect on that 
Borrower or on the prospect of repayment of the Obligations; or (xi) dissolve 
or elect to dissolve. Transactions permitted by the foregoing provisions of 
this Section are only permitted if no Event of Default and no event which 
(with notice or passage of time or both) would constitute an Event of Default 
would occur as a result of such transaction.

       4.7    LITIGATION COOPERATION. Should any third-party suit or proceeding
be instituted by or against Silicon with respect to any Collateral or in any
manner relating to the Borrower, the Borrower shall, without expense to Silicon,
make available the Borrower and its officers, employees and agents and the
Borrower's books and records to the extent that Silicon may deem them reasonably
necessary in order to prosecute or defend any such suit or proceeding.

       4.8    VERIFICATION. Silicon may, from time to time, following seven
days' prior notification to the Borrower and consent of the Borrower (which
consent shall not be unreasonably withheld), verify directly with the respective
account debtors the validity, amount and other matters relating to the
Borrower's accounts, by means of mail, telephone or otherwise, either in the
name of the Borrower or Silicon or such other name as Silicon may reasonably
choose, provided that only one day prior notification shall be required (and the
Borrower's consent shall not be required) following an Event of Default. Silicon
shall be required to obtain the Borrower's consent as provided above prior to
any such verification of accounts unless an Event of Default has occurred.

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       4.9    EXECUTE ADDITIONAL DOCUMENTATION. The Borrower agrees, at its
expense, on request by Silicon, to execute from time to time all documents in
form satisfactory to Silicon, as Silicon may deem reasonably necessary or useful
in order to perfect and maintain Silicon's perfected security interest in the
Collateral, and in order to fully consummate all of the transactions
contemplated by this Agreement.

5.     TERM.

       5.1    MATURITY DATE. This Agreement shall continue in effect until 
the payment in full of the Obligations, provided, however, that the Borrower 
shall repay in full the Secured Accounts Receivable Line of Credit described 
on the Schedule, with all accrued but unpaid interest on that loan, not later 
than the "Maturity Date" for each such loan set forth on the Schedule.

       5.2    EARLY TERMINATION. Subject to Section 5.3, this Agreement may be
terminated, without penalty, prior to the Maturity Date as follows: (i) by the
Borrower, effective three business days after written notice of termination is
given to Silicon; or (ii) by Silicon at any time after the occurrence of an
Event of Default, without notice, effective immediately.

       5.3    PAYMENT OF OBLIGATION . On the due dates stated in the Schedule,
or on any earlier effective date of termination, the Borrower shall pay and
perform in full all Obligations, whether evidenced by installment notes or
otherwise, and whether or not all or any part of such Obligations are otherwise
then due and payable. Notwithstanding any termination of this Agreement, all of
Silicon's security interests in all of the Collateral and all of the terms and
provisions of this Agreement shall continue in full force and effect until all
Obligations have been paid and performed in full; provided that, without
limiting the fact that Loans are discretionary on the part of Silicon, Silicon
may, in its sole discretion, refuse to make any further Loans after termination.
No termination shall in any way affect or impair any right or remedy of Silicon,
nor shall any such termination relieve the Borrower of any Obligation to
Silicon, until all of the Obligations have been paid and performed in full. Upon
payment and performance in full of all the Obligations, Silicon shall promptly
deliver to the Borrower termination statements, requests for reconveyances and
such other documents as may be required to fully terminate any of Silicon's
security interests.

6.     EVENTS OF DEFAULT AND REMEDIES.

       6.1    EVENTS OF DEFAULT. The occurrence of any of the following events
shall constitute an "Event of Default" under this Agreement, and the Borrower
shall give Silicon immediate written notice thereof (a) any warranty,
representation, statement, report or certificate made or delivered to Silicon by
the Borrower or any of the Borrower's officers or employees, now or in the
future, shall be untrue or misleading in any material respect; or (b) the
Borrower shall fail to pay when due any Loan or any interest thereon or any
other monetary Obligation; or (c) the total Loans and other Obligations
outstanding at any time exceed the applicable Credit Limit; or (d) the Borrower
shall fail to comply with any of the financial covenants set forth in the
Schedule to this Agreement or shall fail to perform any other non-monetary
Obligation which by its nature cannot be cured; or (e) the Borrower shall fail
to pay or perform any other non-monetary Obligation, under this Agreement or any
other agreement or document relating to the Loans; or (f) any levy, assessment
attachment, seizure, lien or encumbrance is made on all or any part of the
Collateral; or (g) dissolution, termination of existence, insolvency or business
failure of the Borrower, or appointment of a receiver, trustee or custodian, for
all or any part of the property of, assignment for the benefit of creditors by,
or the commencement of any proceeding by the Borrower under any reorganization,
bankruptcy,

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insolvency, arrangement, readjustment of debt, dissolution or liquidation law 
or statute of any jurisdiction, now or in the future in effect; or (h) the 
commencement of any proceeding against the Borrower or any guarantor of any 
of the Obligations under any reorganization, bankruptcy, insolvency, 
arrangement, readjustment of debt, dissolution or liquidation law or statute 
of any jurisdiction, now or in the future in effect, which is not cured by 
the dismissal thereof within 30 days after the date commenced; or (i) 
revocation or termination of, or limitation of liability upon, any guaranty 
of the Obligations; or (j) commencement of proceedings by any guarantor of 
any of the Obligations under any bankruptcy or insolvency law; or (k) the 
Borrower makes any payment on account of any indebtedness or obligation which 
has been subordinated to the Obligations, unless such payment is permitted in 
the applicable subordination agreement, or if any person who has subordinated 
such indebtedness or obligations terminates or in any way limits his 
subordination agreement; or (l) the Borrower shall generally not pay its 
debts as they become due; or the Borrower shall conceal, remove or transfer 
any part of its property, with intent to hinder, delay or defraud its 
creditors, or make or suffer any transfer of any of its property which may be 
fraudulent under any bankruptcy, fraudulent conveyance or similar law; or (m) 
either the Borrower or any other party thereto shall breach any subordination 
agreement executed in connection with the Loans; or (n) there shall be a 
change in the record or beneficial ownership of voting stock of the Borrower, 
such that more than 20% of such voting stock is owned or controlled by a 
person or entity who is not a shareholder of the Borrower as of the date of 
this Agreement without the prior written consent of Silicon, PROVIDED it is 
understood and agreed that, with respect to this clause (n), no Event of 
Default shall arise if there is a change in the controlling interest of the 
Borrower resulting from the consummation of a public offering or private 
placement of shares of Borrower. Notwithstanding clause (k) above, provided 
that there is no pending Event of Default at the time and that such payments 
will not cause an Event of Default under the financial covenants stated in 
the Schedule, the Borrower shall be permitted to make scheduled or 
unscheduled payments on the Borrower's subordinated indebtedness outstanding 
as of the date of this Agreement. If any of the foregoing defaults, other 
than a failure to pay money and breach of any financial covenant set forth in 
the Schedule, is curable, it may be cured if Borrower, after discovery or 
notice of such default cures the failure within fifteen days (or within 
thirty days in the case of clause (h) of this Section 6.1). Silicon may cease 
making any Loans hereunder during the above cure periods, and thereafter if 
an Event of Default has occurred.

       6.2    REMEDIES. Upon the occurrence of any Event of Default and the
expiration of any applicable cure period under Section 6.1, and at any time
thereafter, Silicon, at its option, and without notice or demand of any kind
(all of which are hereby expressly waived by the Borrower), may do any one or
more of the following: (a) Cease making Loans or otherwise extending credit to
the Borrower under this Agreement or any other document or agreement; (b)
Accelerate and declare all or any part of the Obligations to be immediately due,
payable, and performable, notwithstanding any deferred or installment payments
allowed by any instrument evidencing or relating to any Obligation; (c) Take
possession of any or all of the Collateral wherever it may be found, and for
that purpose the Borrower hereby authorizes Silicon without judicial process to
enter onto any of the Borrower's premises without interference to search for,
take possession of, keep, store, or remove any of the Collateral, and remain on
the premises or cause a custodian to remain on the premises in exclusive control
thereof without charge for so long as Silicon deems it reasonably necessary in
order to complete the enforcement of its rights under this Agreement or any
other agreement; provided, however, that should Silicon seek to take possession
of any or all of the Collateral by Court process, the Borrower hereby
irrevocably waives: (i) any bond and any surety or security relating thereto
required by any statute, court rule or otherwise as an incident to such
possession; (ii) any demand for possession prior to the commencement of any suit
or action to recover possession thereof; and (iii) any

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<PAGE>

requirement that Silicon retain possession of and not dispose of any such 
Collateral until after trial or final judgment; (d) Require the Borrower to 
assemble any or all of the Collateral and make it available to Silicon at 
places designated by Silicon which are reasonably convenient to Silicon and 
the Borrower, and to remove the Collateral to such locations as Silicon may 
deem advisable; (e) Require the Borrower to deliver to Silicon, in kind, all 
checks and other payments received with respect to all accounts and general 
intangibles, together with any necessary indorsements, within one day after 
the date received by the Borrower; (f) Complete the processing, manufacturing 
or repair of any Collateral prior to a disposition thereof and, for such 
purpose and for the purpose of removal, Silicon shall have the right to use 
the Borrower's premises, vehicles, hoists, lifts, cranes, equipment and all 
other property without charge; (g) Sell, lease or otherwise dispose of any of 
the Collateral in its condition at the time Silicon obtains possession of it 
or after further manufacturing, processing or repair, at any one or more 
public and/or private sales, in lots or in bulk, for cash, exchange or other 
property, or on credit, and to adjourn any such sale from time to time 
without notice other than oral announcement at the time scheduled for sale. 
Silicon shall have the right to conduct such disposition on the Borrower's 
premises without charge, for such time or times as Silicon deems reasonable, 
or on Silicon's premises, or elsewhere and the Collateral need not be located 
at the place of disposition. Silicon may directly or through any affiliated 
company purchase or lease any Collateral at any such public disposition, and 
if permissible under applicable law, at any private disposition. Any sale or 
other disposition of Collateral shall not relieve the Borrower of any 
liability the Borrower may have if any Collateral is defective as to title or 
physical condition or otherwise at the time of sale; (h) Demand payment of, 
and collect any accounts and general intangibles comprising Collateral and, 
in connection therewith, the Borrower irrevocably authorizes Silicon to 
endorse or sign the Borrowers name on all collections, receipts, instruments 
and other documents, to take possession of and open mail addressed to the 
Borrower and remove therefrom payments made with respect to any item of the 
Collateral or proceeds thereof, and, in Silicon's sole discretion, to grant 
extensions of time to pay, compromise claims and settle accounts and the like 
for less than face value; (i) Offset against any sums in any general, special 
or other deposit accounts maintained by the Borrower with Silicon; and (j) 
Demand and receive possession of any of the Borrower's federal and state 
income tax and the books and records utilized in the preparation thereof or 
referring thereto. All reasonable fees of professionals (including attorneys' 
fees), expenses, costs, liabilities and obligations incurred by Silicon with 
respect to the foregoing shall be added to and become part of the 
Obligations, shall be due on demand, and shall bear interest at a rate equal 
to the highest interest rate applicable to any of the Obligations. Without 
limiting any of Silicon's rights and remedies, from and after the occurrence 
of any Event of Default, the interest rate applicable to the Obligations 
shall be increased by an additional two percent per annum, above the rate 
otherwise applicable.

       6.3    STANDARDS FOR DETERMINING COMMERCIAL REASONABLENESS. The 
Borrower and Silicon agree that a sale or other disposition (collectively, 
"sale") of any Collateral which complies with the following standards shall 
conclusively be deemed to be commercially reasonable: (i) Notice of the sale 
is given to the Borrower at least seven days prior to the sale, and, in the 
case of a public sale, notice of the sale is published at least seven days 
before the sale in a newspaper of general circulation in the county where the 
sale is to be conducted; (ii) Notice of the sale describes the Collateral in 
general, non-specific terms; (iii) The sale is conducted at a place 
designated by Silicon, with or without the Collateral being present; (iv) The 
sale commences at any time between 8:00 a.m. and 6:00 p.m; (v) Payment of the 
purchase price in cash or by cashier's check or wire transfer is required; 
(vi) With respect to any sale of any of the Collateral, Silicon may (but is 
not obligated to) direct any prospective purchaser to ascertain directly from 
the Borrower any and all information concerning the same. Silicon may employ 
other methods of noticing and selling the Collateral, in its discretion, if 
they are commercially reasonable.

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<PAGE>

       6.4    POWER OF ATTORNEY.  Upon the occurrence of any Event of Default
without limiting Silicon's other rights and remedies, the Borrower grants to
Silicon an irrevocable power of attorney coupled with an interest, authorizing
and permitting Silicon (acting through any of its employees, attorneys or
agents) at any time, at its option, but without obligation, with or without
notice to the Borrower, and at the Borrower's expense, to do any or all of the
following, in the Borrower's name or otherwise: (a) Execute on behalf of the
Borrower any documents that Silicon may, in its sole and absolute discretion,
deem advisable in order to perfect and maintain Silicon's security interest in
the Collateral, or in order to exercise a right of the Borrower or Silicon, or
in order to fully consummate all the transactions contemplated under this
Agreement, and all other agreements executed in connection with this Agreement,
each as amended from time to time; (b) demand, collect, receive, receipt for,
sue and recover all sums of money or other property which may now or hereafter
become due, owing or payable from the Collateral; (c) execute, sign and endorse
any and all claims, instruments, receipts, checks, drafts or warrants issued in
payment of any or all of the Collateral; (d) settle or compromise any and all
claims arising under the Collateral, and, in the place and stead of Borrower, to
execute and deliver its release and settlement for the claim; and (e) to file
any claim or claims or to take any action or institute or take part in any
proceedings, either in its own name or in the name of Borrower, or otherwise,
which in the discretion of Silicon may seem to be necessary or advisable.
Silicon shall exercise the foregoing powers in a commercially reasonable manner.
Any and all reasonable sums paid and any and all reasonable costs, expenses,
liabilities, obligations and attorneys' fees incurred by Silicon with respect to
the foregoing shall be added to and become part of the Obligations, shall be
payable on demand, and shall bear interest at a rate equal to the highest
interest rate applicable to any of the Obligations. In no event shall Silicon's
rights under the foregoing power of attorney or any of Silicon's other rights
under this Agreement be deemed to indicate that Silicon is in control of the
business, management or properties of the Borrower.

       6.5    APPLICATION OF PROCEEDS. All proceeds realized as the result of
any sale of the Collateral shall be applied by Silicon first to the costs,
expenses, liabilities, obligations and attorneys' fees incurred by Silicon in
the exercise of its rights under this Agreement, second to the interest due upon
any of the Obligations, and third to the principal of the Obligations, in such
order as Silicon shall determine in its sole discretion. Any surplus shall be
paid to the Borrower or other persons legally entitled thereto; the Borrower
shall remain liable to Silicon for any deficiency. If Silicon, in its sole
discretion, directly or indirectly enters into a deferred payment or other
credit transaction with any purchaser at any sale or other disposition of
Collateral, Silicon shall have the option, exercisable at any time, in its sole
discretion, of either reducing the Obligations by the principal amount of
purchase price or deferring the reduction of the Obligations until the actual
receipt by Silicon of the cash therefor.

       6.6    REMEDIES CUMULATIVE. In addition to the rights and remedies set 
forth in this Agreement, Silicon shall have all the other rights and remedies 
accorded a secured party under the Oregon Uniform Commercial Code and under 
all other applicable laws, and under any other instrument or agreement now or 
in the future entered into between Silicon and the Borrower, and all of such 
rights and remedies are cumulative and none is exclusive. Exercise or partial 
exercise by Silicon of one or more of its rights or remedies shall not be 
deemed an election, nor bar Silicon from subsequent exercise or partial 
exercise of any other rights or remedies. The failure or delay of Silicon to 
exercise any rights or remedies shall not operate as a waiver thereof, but 
all rights and remedies shall continue in full force and effect until all of 
the Obligations have been fully paid and performed.

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<PAGE>

7.     GENERAL PROVISIONS.

       7.1    NOTICES. All notices to be given under this Agreement shall be in
writing and shall be given either personally or by regular first-class mail, or
certified mail return receipt requested, addressed to Silicon or the Borrower at
the addresses shown in the heading to this Agreement, or at any other address
designated in writing by one party to the other party. All notices shall be
deemed to have been given upon delivery in the case of notices personally
delivered to the Borrower or to Silicon, or at the expiration of two business
days following the deposit thereof in the United States mail, with postage
prepaid.

       7.2    SEVERABILITY. Should any provision of this Agreement be held by
any court of competent jurisdiction to be void or unenforceable, such defect
shall not affect the remainder of this Agreement, which shall continue in full
force and effect.

       7.3    INTEGRATION. This Agreement and such other written agreements, 
documents and instruments as may be executed in connection herewith are the 
final, entire and complete agreement between the Borrower and Silicon and 
supersede all prior and contemporaneous negotiations and oral representations 
and agreements, all of which are merged and integrated in this Agreement. 
WASHINGTON STATUTORY NOTICE: ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN 
MONEY, EXTEND CREDIT, OR FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT 
ENFORCEABLE UNDER WASHINGTON LAW. OREGON STATUTORY NOTICE: UNDER OREGON LAW, 
MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY SILICON AFTER OCTOBER 3, 
1989. CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR 
PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S 
RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY SILICON 
TO BE ENFORCEABLE.

       7.4    WAIVERS. The failure of Silicon at any time or times to require
the Borrower to strictly comply with any of the provisions of this Agreement or
any other present or future agreement between the Borrower and Silicon shall not
waive or diminish any right of Silicon later to demand and receive strict
compliance therewith. Any waiver of any default shall not waive or affect any
other default, whether prior or subsequent thereto. None of the provisions of
this Agreement or any other agreement now or in the future executed by the
Borrower and delivered to Silicon shall be deemed to have been waived by any act
or knowledge of Silicon or its agents or employees, but only by a specific
written waiver signed by an officer of Silicon and delivered to the Borrower.
The Borrower waives demand, protest, notice of protest and notice of default or
dishonor, notice of payment and nonpayment, release, compromise, settlement,
extension or renewal of any commercial paper, instrument, account, general
intangible, document or guaranty at any time held by Silicon on which the
Borrower is or may in any way be liable, and notice of any action taken by
Silicon, unless expressly required by this Agreement.

       7.5    NO LIABILITY FOR ORDINARY NEGLIGENCE. Neither Silicon, nor any of
its directors, officers, employees, agents, attorneys or any other person
affiliated with or representing Silicon shall be liable for any claims, demands,
losses or damages, of any kind whatsoever, made, claimed, incurred or suffered
by the Borrower or any other party through the ordinary negligence of Silicon,
or any of its directors, officers, employees, agents, attorneys or any other
person affiliated with or representing Silicon.

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<PAGE>

       7.6    AMENDMENT. The terms and provisions of this Agreement may not be
waived or amended, except in a writing executed by the Borrower and a duly
authorized officer of Silicon.

       7.7    TIME OF ESSENCE. Time is of the essence in the performance by the
Borrower of each and every obligation under this Agreement.

       7.8    ATTORNEYS' FEES AND COSTS. The Borrower shall reimburse Silicon 
for all reasonable attorneys' fees and fees of other professionals, and all 
filing, recording, search, title insurance, appraisal, audit, and other 
reasonable costs incurred by Silicon, pursuant to, or in connection with, or 
relating to this Agreement (whether or not a lawsuit is filed), including, 
but not limited to, any reasonable attorneys' fees and costs Silicon incurs 
in order to do the following: prepare and negotiate this Agreement and the 
documents relating to this Agreement, obtain legal advice in connection with 
this Agreement; enforce, or seek to enforce, any of its rights; prosecute 
actions against, or defend actions by, account debtors; commence, intervene 
in, or defend any action or proceeding (including any appeal or review); 
initiate any complaint to be relieved of the automatic stay in bankruptcy; 
file or prosecute any probate claim, bankruptcy claim, third-party claim, or 
other claim; examine, audit, copy, and inspect any of the Collateral or any 
of the Borrower's books and records; protect, obtain possession of, lease, 
dispose of, or otherwise enforce Silicon's security interest in, the 
Collateral and otherwise represent Silicon in any litigation relating to the 
Borrower. If either Silicon or the Borrower file any lawsuit against the 
other predicated on a breach of this Agreement, the prevailing party in such 
action shall be entitled to recover its reasonable costs and professionals' 
fees, including (but not limited to) reasonable attorneys' fees and costs 
incurred in the enforcement of, execution upon or defense of any order, 
decree, award or judgment and in any appeal or review by an appellate court. 
All fees and costs to which Silicon may be entitled pursuant to this 
Paragraph shall immediately become part of the Borrower's Obligations and 
shall be due on demand.

       7.9    BENEFIT OF AGREEMENT.  The provisions of this Agreement shall be
binding upon and inure to the benefit of the respective successors, assigns,
heirs, beneficiaries and representatives of the parties hereto; provided,
however, that the Borrower may not assign or transfer any of their rights under
this Agreement without the prior written consent of Silicon, and any prohibited
assignment shall be void. No consent by Silicon to any assignment shall release
the Borrower from its liability for the Obligations. The Borrower agrees and
consents to Silicon's sale or transfer, whether now or later, of one or more
participation interests in the Loans to one or more purchasers, whether related
or unrelated to Silicon, but the Borrower does not consent to the outright
assignment of the Loans to a third party. Silicon may provide, without any
limitation whatsoever, to any one or more purchasers of participation interests,
or potential purchasers of participation interests, any information or knowledge
Silicon may have about the Borrower or about any other matter relating to the
Loans and the Borrower hereby waives any rights to privacy it may have with
respect to such matters, provided, however, that all purchasers and potential
purchasers of participation interests in the Loans shall be bound by a written
confidentiality agreement in form acceptable to the Borrower. The Borrower
additionally waives any and all notices of sale of participation interests, as
well as a notices of any repurchase of such participation interests, provided,
however that Silicon shall give the Borrower written notice if as a result of a
sale of a participation interest in the Loans Silicon must obtain the consent of
the participant for approval of events other than extensions of the maturity of
the Loans, reduction of interest rate, forgiveness of principal or interest, or
sale of any material portion of the Collateral.

Page 14 - LOAN AND SECURITY AGREEMENT

 <PAGE>

       7.10   PARAGRAPH HEADINGS; CONSTRUCTION. Paragraph headings are only used
in this Agreement for convenience. The Borrower acknowledges that the headings
may not describe completely the subject matter of the applicable paragraph, and
the headings shall not be used in any manner to construe, limit define or
interpret any term or provision of this Agreement. This Agreement has been fully
reviewed and negotiated between the parties and no uncertainty or ambiguity in
any term or provision of this Agreement shall be construed strictly against
Silicon or the Borrower under any rule of construction or otherwise.

       7.11   MUTUAL WAIVER OF JURY TRIAL. 

       7.12   GOVERNING LAW; JURISDICTION; VENUE. This Agreement and all acts 
and transactions hereunder and all rights and obligations of Silicon and the 
Borrower shall be governed by, and construed in accordance with, the laws of 
the State of Oregon. Any undefined term used in this Agreement that is 
defined in the Oregon Uniform Commercial Code shall have the meaning assigned 
to that term in the Oregon Uniform Commercial Code. As a material part of the 
consideration to Silicon to enter into this Agreement, the Borrower (i) 
agrees that all actions and proceedings relating directly or indirectly 
hereto shall at Silicon's option, be litigated in courts located within 
Oregon, and that the exclusive venue therefor shall be, at Silicon's option, 
Multnomah County or Washington County; (ii) consents to the jurisdiction and 
venue of any such court and consents to service of process in any such action 
or proceeding by personal delivery or any other method permitted by law; and 
(iii) waives any and all rights the Borrower may have to object to the 
jurisdiction of any such court, or to transfer or change the venue of any 
such action or proceeding.

                            BORROWER:

                                   METRO ONE TELECOMMUNICATIONS, INC.

                                   By: /s/ Timothy A. Timmins
                                      ------------------------------------
                                   Title: President and CEO
                                          --------------------------------

                                   By: /s/ Stebbins B. Chandor, Jr.
                                      ------------------------------------
                                   Title: SVP & CFO
                                          --------------------------------

                            SILICON:

                                   SILICON VALLEY BANK

                                   By: /s/ Bruce Helberg
                                      ------------------------------------
                                   Title: VP
                                          --------------------------------

Page 15 - LOAN AND SECURITY AGREEMENT

<PAGE>

                      SCHEDULE TO LOAN AND SECURITY AGREEMENT

Borrower:           Metro One Telecommunications, Inc.

Address:            8405 S.W. Nimbus Avenue
                    Beaverton, OR 97008

SECURED ACCOUNTS RECEIVABLE LINE OF CREDIT

CREDIT LIMIT:       An amount not to exceed the lesser of: (i) $6,000,000 at any
                    one time outstanding; or (ii) the amount of the "Borrowing
                    Base", as defined below. For purposes of this Schedule, the
                    "Borrowing Base" shall mean the sum of 80% of the Net Amount
                    of Borrower's eligible accounts receivable ("Formula
                    Borrowing"). With respect to Borrower's accounts, "Net
                    Amount" means the gross amount of the account, minus all
                    applicable sales, use, excise and other similar taxes and
                    minus all discounts, credits and allowances of any nature
                    granted or claimed. During such time as Borrower maintains a
                    Quick Ratio (defined below) of at least 2.00: 1.00, the
                    Secured Accounts Receivable Line of Credit will not be
                    subject to the Borrowing Base limitation stated above
                    ("Non-Formula Borrowing"), but the aggregate outstanding
                    amount of such Line of Credit shall not exceed $6,000,000 at
                    any time. 

                    Without limiting the fact that the determination of which 
                    accounts are eligible for borrowing is a matter of
                    Silicon's discretion, the following shall not be deemed
                    eligible for borrowing: accounts outstanding for more than
                    90 days from the invoice date, accounts subject to any
                    contingencies, accounts owing from an account debtor outside
                    the United States (except for approved in writing by
                    Silicon), accounts owing from governmental agencies,
                    accounts owing from one account debtor to the extent they
                    exceed 40% of the total eligible accounts outstanding,
                    accounts owing from an affiliate of the Borrower, and
                    accounts owing from an account debtor to whom the Borrower
                    is or may be liable for goods purchased from such account
                    debtor or otherwise (provided, however, that such contra
                    accounts involving account debtors in the telecommunications
                    industry may be allowed if approved in writing from time to
                    time by Silicon, and provided further that U.S. West and its
                    subsidiaries, SBC Corporation and its subsidiaries,
                    Ameritech and its subsidiaries, AT&T and its subsidiaries
                    and Sprint and its subsidiaries are hereby approved as
                    exceptions to the foregoing exclusion for contra accounts).
                    In addition, if more than 50% of the accounts owing from an
                    account debtor are outstanding more than 90 days from the
                    invoice date or are otherwise not eligible accounts, then
                    all accounts owing from that account debtor shall be deemed
                    ineligible for borrowing.

INTEREST RATE:      The interest rate applicable to the Secured Accounts
                    Receivable Line of Credit shall be a rate equal to the
                    "Prime Rate" in effect from time to time. Interest

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<PAGE>

                    calculations shall be made on the basis of a 360-day year
                    and the actual number of days elapsed. "Prime Rate" means
                    the rate announced from time to time by Silicon as its
                    "prime rate"; it is a base rate upon which other rates
                    charged by Silicon are based, and it is not necessarily the
                    best rate available at Silicon. The interest rate applicable
                    to the Obligations shall change on each date there is a
                    change in the Prime Rate (and such changes will be noted on
                    each invoice or otherwise communicated to the Borrower).

COMMITMENT
FEE:                $8,250, which is fully earned and payable at closing.

UNUSED LINE FEE:    .20% per annum of the excess of the maximum commitment
                    amount of $6,000,000 over the average daily balance of such
                    Line of Credit. This fee is payable quarterly in arrears.

MATURITY DATE:      June 24, 2000, at which time all unpaid principal and
                    accrued but unpaid interest shall be due and payable.

SECURED EQUIPMENT TERM LOAN

CREDIT LIMIT:       An amount not to exceed (i) $2,000,000 at any one time
                    outstanding; or (ii) the amount of the "Equipment Borrowing
                    Base", as defined below. For purposes of this Schedule, the
                    "Equipment Borrowing Base" shall mean 50% of the net book
                    value of equipment purchased by Borrower prior to December
                    31, 1997, plus 90% of new equipment purchased by Borrower
                    after December 31, 1997. Silicon shall have no obligation to
                    advance against taxes, freight charges, installation charges
                    or other similar amounts relating to Borrower's equipment,
                    whether or not such amounts are identified on the invoices
                    submitted to Silicon. Equipment to be included in the
                    Equipment Borrowing Base must be new equipment, at the time
                    of purchase by Borrower, owned by Borrower, in good working
                    order, must not be subject to any liens in favor of any
                    person or entity other than Silicon, and must be subject to
                    a first priority, perfected security interest in favor of
                    Silicon. Silicon shall make advances under this Secured
                    Equipment Term Loan from time to time, based on invoices and
                    other documentation as shall be requested by Silicon to
                    support such advances. The Borrower's indebtedness to
                    Silicon with respect to this Secured Equipment Term Loan
                    shall be evidenced by this Schedule and the Loan Agreement,
                    not by a separate promissory note unless required by
                    Silicon. 

                    Borrower shall submit to Silicon such invoices, advance
                    requests and other information, in form acceptable to
                    Silicon, as Silicon shall reasonably require from time to
                    time.

                    Silicon shall not have any obligation to make advances on
                    this Secured Equipment Term Loan after December 24, 1999.
                    Once the maximum amount of the principal has been advanced
                    under this Secured Equipment Term Loan,

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<PAGE>

                    Borrower is no longer entitled to further advances on this
                    Loan. Borrower shall not be entitled to reborrow any amount
                    repaid on this Secured Equipment Term Loan. Advances may be
                    requested in writing by Borrower or an authorized person.
                    Silicon may, but need not require that all oral requests be
                    confirmed in writing. The unpaid principal balance owing on
                    this Secured Equipment Term Loan at any time may be
                    evidenced by Silicon's internal records, including daily
                    computer print-outs (which Silicon shall provide to Borrower
                    periodically).

PURPOSE:            Borrowers shall use the proceeds of this Secured Equipment
                    Term Loan to finance the purchase of new and used equipment.

INTEREST RATE:      The interest rate applicable to the Secured Equipment Term
                    Loan shall be a rate equal to the "Prime Rate" (as defined
                    above) in effect from time to time, plus 0.25% per annum.
                    Interest calculations shall be made on the basis of a
                    360-day year and the actual number of days elapsed. The
                    interest rate applicable to the Obligations shall change on
                    each date there is a change in the Prime Rate.

AMORTIZATION:       Borrower shall pay Silicon monthly payments of interest on
                    the last day of each month commencing July, 1998. Commencing
                    on the last day of January, 2000, Borrower shall pay Silicon
                    42 equal monthly payments or principal, in the amount 
                    necessary to repay fully the outstanding principal of this 
                    Secured Equipment Term Loan in 42 payments, plus interest 
                    calculated as provided in this Schedule.

MATURITY DATE:      June 24, 2003, at which time all unpaid principal and
                    accrued but unpaid interest, fees and other charges shall be
                    due and payable.

COMMITMENT
FEE:                $2,750, payable at closing. This fee is fully earned at
                    closing and is non-refundable.

PRIOR NAMES OF
BORROWER:           See attached Exhibit B

TRADE NAMES OF
BORROWER:           See attached Exhibit B

TRADEMARKS OF
BORROWER:           See attached Exhibit B

OTHER LOCATIONS
AND ADDRESSES:      See attached Exhibit B

MATERIAL ADVERSE
LITIGATION:         See attached Exhibit B

Page 18 - LOAN AND SECURITY AGREEMENT

<PAGE>

FINANCIAL
COVENANTS:          The Borrower shall at all times comply with all of the
                    following covenants, all of which shall be determined and
                    measured quarterly in accordance with generally accepted
                    accounting principles, on a consolidated basis, except as
                    otherwise stated below:

TANGIBLE NET WORTH: Borrower shall maintain a Tangible Net Worth 
                    of not less than $21,000,000.

DEBT TO TANGIBLE
NET WORTH RATIO:    Borrower shall at all times maintain a ratio of total
                    liabilities to Tangible Net Worth of not more than 0.75:
                    1.00. For purposes of this calculation, total liabilities
                    shall exclude deferred revenues and debt, if any, that has
                    been subordinated to the Loans in a written subordination
                    agreement on terms satisfactory to Silicon.

PROFITABILITY:      Borrower shall not incur any Loss (as defined below) in
                    excess of $750,000 per quarter. For purposes of this
                    paragraph, "loss" means net income after taxes, as reported
                    on Borrower's financial statements.

QUICK RATIO:        Borrower shall maintain a ratio of Quick Assets (defined
                    below) to current liabilities less deferred revenue of not
                    less than 1.50:1.00.

DEBT SERVICE
COVERAGE RATIO:     Borrower shall maintain a Debt Service Coverage Ratio of not
                    less than 1.50:1.00, measured as of the end of each fiscal
                    quarter of Borrower.

DEFINITIONS:        "Debt Service Coverage Ratio" means Earnings Before
                    Interest, Taxes, Depreciation and Amortization (EBITDA) for
                    the preceding four quarters, divided by interest expense and
                    principal payments on debt and capital leases for the
                    preceding four quarters.

                    "Tangible Net Worth" means stockholders' equity plus debt,
                    if any, that has been subordinated to the Loans in a written
                    subordination agreement on terms satisfactory to Silicon,
                    and accrued interest thereon, less goodwill, patents,
                    capitalized software costs, deferred organizational costs,
                    tradenames, trademarks, and all other assets which would be
                    classified as intangible assets under generally accepted
                    accounting principles.

                    "Quick Assets" means cash on hand or on deposit in banks,
                    readily marketable securities issued by the United States,
                    readily marketable commercial paper rated "A-I" by Standard
                    & Poor's Corporation (or a similar rating by a similar
                    rating organization), certificates of deposit and banker's
                    acceptances, and accounts receivable (net of allowance for
                    doubtful accounts).

OTHER COVENANTS:    Borrower shall at all times comply with all of the following
                    additional covenants:

Page 19 - LOAN AND SECURITY AGREEMENT

<PAGE>

                    BANKING RELATIONSHIP. Borrower and its subsidiaries shall at
                    all times maintain their primary commercial banking
                    relationship with Silicon. Neither Borrower nor its
                    subsidiaries shall establish any deposit accounts of any
                    type with any bank or other financial institution other than
                    Silicon without Silicon's prior written consent.

CONDITIONS TO
CLOSING:            Without in any way limiting the discretionary nature of
                    advances under this Agreement, before requesting any such
                    advance, the Borrower shall satisfy each of the following
                    conditions:

1. LOAN DOCUMENTS:

                    Silicon shall have received this Amended and Restated
                    Schedule, executed by the Borrower, and such other loan
                    documents as Silicon shall require, each duly executed and
                    delivered by the parties thereto.

2. DOCUMENTS RELATING
TO AUTHORITY, ETC.:

                    Silicon shall have received each of the following in form
                    and substance satisfactory to it:

                    (a) Certified Copies of the Articles of Incorporation
                    and Bylaws of the Borrower;

                    (b) A Certificate of Good Standing issued by the 
                    Secretary of State of the Borrower's state of 
                    incorporation and such other states as Silicon may 
                    reasonably request with respect to the Borrower;

                    (c) A certified copy of a Resolution adopted by the Board 
                    of Directors of the Borrower authorizing the execution, 
                    delivery and performance of this Agreement, and any other 
                    documents or certificates to be executed by the Borrower 
                    in connection with this transaction; and

                    (d) Incumbency Certificates describing the office and 
                    identifying the specimen signatures of the individuals 
                    signing all such loan documents on behalf of the Borrower.

3. PERFECTION AND
PRIORITY OF SECURITY

                    Silicon shall have received evidence satisfactory to it that
                    its security interest in the Collateral has been duly
                    perfected and that such security interest is prior to all
                    other liens, charges, security interests, encumbrances and
                    adverse claims in or to

Page 20 - LOAN AND SECURITY AGREEMENT

<PAGE>

                    the Collateral other than Permitted Liens, which evidence
                    shall include, without limitation, a certificate from the
                    Oregon Secretary of State showing the due filing and first
                    priority of the UCC Financing Statements to be signed by the
                    Borrower covering the Collateral.

4. INSURANCE:       Silicon shall have received wvidence satisfactory to it
                    that all insurance required by this Agreement is in full
                    force and effect, with loss payee designations and
                    additional insured designations as required by this
                    Agreement.

5. OTHER INFORMATION:

                    Silicon shall have received such other statements, opinions,
                    certificates, documents and information with respect to
                    matters contemplated by this Agreement as it may reasonably
                    request, all of which must be acceptable to Silicon.

                    Silicon shall have conducted an examination of the 
                    Borrower's books, records, ledgers, journals, and 
                    registers, as Silicon may deem necessary, and shall be 
                    satisfied with the results of such examination in its 
                    sole discretion.

       Silicon and the Borrower agree that the terms of this Schedule 
supplement the Loan and Security Agreement between Silicon and the Borrower 
and agree to be bound by the terms of this Schedule.

                                   BORROWER:

                                   METRO ONE TELECOMMUNICATIONS, INC.


                                   By: /s/ Timothy A. Timmins
                                      ---------------------------------
                                   Title: President & CEO
                                         ------------------------------

                                   By: /s/ Stebbins B. Chandor, Jr.
                                      ------------------------------------
                                   Title: SVP & CFO
                                          --------------------------------

                                   SILICON:

                                   SILICON VALLEY BANK

                                   By: /s/ Bruce Helberg
                                      ---------------------------------
                                   Title: VP
                                         ------------------------------



Page 21 - LOAN AND SECURITY AGREEMENT

<PAGE>

                                     EXHIBIT A
                                          
                        [INSERT BORROWING BASE CERTIFICATE]





Page 22 - LOAN AND SECURITY AGREEMENT

<PAGE>

                             BORROWING BASE CERTIFICATE

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

Borrower:   Metro One Telecommunications, Inc.   Lender:  Silicon Valley Bank
            8405 S.W. Nimbus Avenue                       3003 Tasman Drive
            Beaverton, OR 97008                           Santa Clara, CA 95054
Commitment Amount:  $6,000,000

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

ACCOUNTS RECEIVABLE
1.   Accounts Receivable Book Value as of _________                   $_________
2.   Additions (please explain on reverse)                            $_________
3.   TOTAL ACCOUNTS RECEIVABLE                                        $_________

ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
4.   Amounts over 90 days due                          $_________
5.   Balance of 50% over 90 day accounts               $_________
6.   Credit balances                                   $_________
7.   Concentration Accounts*                           $_________
8.   Foreign Accounts                                  $_________
9.   Governmental Accounts                             $_________
10.  Contra Accounts (See Schedule)                    $_________
11.  Promotion or Demo Accounts                        $_________
12.  Intercompany/Employee Accounts                    $_________
13.  Other (please explain on reverse)                 $_________
14.  TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS                             $_________
15.  Eligible Accounts (#3 minus #14)                                 $_________
16.  LOAN VALUE OF ACCOUNTS (80% of #15)                              $_________

* Accounts exceeding 40% of eligible accounts receivable

BALANCES
17.  Maximum Loan Amount                               $_________
18.  Total Funds Available [Lesser of #17 or #16)                     $_________
19.  Present balance owing on Line of Credit           $_________
20.  RESERVE POSITION (#18 minus #19)                                 $_________

THE UNDERSIGNED REPRESENTS AND WARRANTS THAT THIS IS TRUE, COMPLETE AND CORRECT,
AND THAT THE INFORMATION IN THIS BORROWING BASE CERTIFICATE COMPLIES WITH THE
REPRESENTATIONS AND WARRANTIES IN THE LOAN AND SECURITY AGREEMENT BETWEEN THE
UNDERSIGNED AND SILICON VALLEY BANK.

COMMENTS:

                                                            BANK USE ONLY

                                                       Rec'd By:________________
                                                                 Auth. Signer

METRO ONE TELECOMMUNICATIONS, INC.                     Date:_________________

                                                       Verified: ______________
                                                                 Auth. Signer

                                                       Date:____________________

                                                       _________________________
By:_________________________________
                                    
Name:_______________________________
                                    
                                    
Title:______________________________

<PAGE>

                               COMPLIANCE CERTIFICATE

TO:         SILICON VALLEY BANK
            3003 Tasman Drive
            Santa Clara, CA 95054

FROM:       METRO ONE TELECOMMUNICATIONS, INC.
            8405 S.W. Nimbus Avenue
            Beaverton, OR 97008

     The undersigned authorized officer of Metro One Telecommunications, Inc.
certifies that under the terms and conditions of the Loan and Security Agreement
between Borrower and Bank (the "Agreement"), (i) Borrower is in complete
compliance for the period ending _________ with all required covenants except as
noted below and (ii) all representations and warranties in the Agreement are
true and correct in all material respects on this date. Attached are the
required documents supporting the certification. The Officer certifies that
these are prepared in accordance with Generally Accepted Accounting Principles
(GAAP) consistently applied from one period to the next except as explained in
an accompanying letter or footnotes. The Officer acknowledges that no borrowings
may be requested at any time or date of determination that Borrower is not in
compliance with any of the terms of the Agreement, and that compliance is
determined not just at the date this certificate is delivered.

  PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN.

<TABLE>
<CAPTION>
     REPORTING COVENANT            REQUIRED                      COMPLIES
     ------------------            --------                      --------
     <S>                           <C>                           <C>
     Compliance Certificate        Quarterly within 45 days      Yes  No
     Form 10-Q                     Quarterly within 45 days      Yes  No
     Form 10-K                     FYE within 90 days
     Annual (Audited)              FYE within 90 days            Yes  No
     A/R & A/P Agings*             Monthly within 20 days        Yes  No
     Borrowing Base Certificate*   Monthly within 20 days        Yes  No
</TABLE>

*  See Loan Agreement

<TABLE>
<CAPTION>
     FINANCIAL COVENANT                 REQUIRED       ACTUAL         COMPLIES
     ------------------                 --------       ------         --------
     <S>                                <C>            <C>            <C>
     Maintain on a Quarterly Basis:

     Minimum Quick Ratio                1.50:1.00      ____:1.00      Yes  No

     Debt to                            0.75:1.00      _________      Yes  No
     Tangible Net
     Worth Ratio:

     Tangible Net                       $21,000,000    $_________     Yes  No
     Worth:

     Debt Service                       1.50:1.00      ____:1.00      Yes  No
     Coverage
     Ratio:

     Profitability:                     No loss in     _________      Yes  No
                                        Excess of
                                        $750,000 per
                                        quarter
</TABLE>

<PAGE>

COMMENTS REGARDING EXCEPTIONS: See Attached.              BANK USE ONLY

Sincerely,                                        Received by:__________________
                                                              AUTHORIZED SIGNER
METRO ONE TELECOMMUNICATIONS, INC.
                                                  Date:_________________________
____________________________________
SIGNATURE                                         Verified:_____________________
                                                              AUTHORIZED SIGNER
____________________________________
TITLE                                             Date:_______________________

                                                  Compliance Status:  Yes   No
____________________________________
Date


                                          2
<PAGE>

                                     EXHIBIT B
                                          
                                     TRADENAMES

Metro One Telecommunications
db.one

                                     TRADEMARKS

Enhanced Directory Assistance-Registered Trademark-
StarBack-Registered Trademark-
AutoBack-Registered Trademark-
CallBack-SM-
NumberBack-SM-
Message Back-SM-

                                  PERMITTED LIENS

1)   Lease Agreement between Beaverton-Redmond Tech Properties and Metro One
     dated 10/8/96.
2)   Lease Agreement between Mutual Life Insurance Company of New York and Metro
     One dated 4/1/97
3)   Lease Agreement between Ambassador Associates Ltd. Partnership and Metro
     One dated 8/15/94
4)   Lease Agreement between Oakbrook Plaza, Ltd. and Metro One dated 10/2/97
5)   Lease Agreement between WHMNY Real Estate LP and Metro One date 11/14/97