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                                                                   EXHIBIT 10.16


                                    FORM OF

                              AMENDMENT NO.  1 TO
                        OFFSHORE SUBSCRIPTION AGREEMENT
                    SERIES B 8% CONVERTIBLE PREFERRED STOCK

                         CHADMOORE WIRELESS GROUP, INC.

                 THIS AMENDMENT NO. 1 TO OFFSHORE SUBSCRIPTION AGREEMENT (this
"Amendment"), dated as of the 17th day of February, 1998 by and among CHADMOORE
WIRELESS GROUP, INC. (the "Company"), a Colorado corporation, and the holder of
the Company's Series B Preferred Stock named on the signature page hereto (the
"Subscriber").

                             Preliminary Statement

                 The Company and the Subscriber are parties to the OFFSHORE
SUBSCRIPTION AGREEMENT (the "Agreement"), dated as of the 10th day of December,
1997.  Capitalized terms appearing herein have the meanings specified in the
Agreement.  The parties hereto wish to amend the Agreement to extend the
Holding Period and to provide for the issuance of additional shares of Common
Stock, Warrants and Common Stock underlying Warrants, in each case on the terms
and conditions set forth herein.  Therefore, in consideration of the foregoing,
and for other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:

                 1.       The Holding Period shall end on March 11, 1998 with
                          respect to seventy five percent (75%) of the
                          Liquidation Preference of each share of Preferred
                          Stock held by the Subscriber or any successor or
                          transferees thereof, notwithstanding anything to the
                          contrary appearing in the Certificate of Designation.
                          The Agreement, including Section 2(l)(i) or (L)
                          thereof, is hereby amended to comply with the terms
                          of this Amendment.

                 2.       Subscriber (i) as of the date hereof, hereby makes
                          each of the representations and warranties made by
                          the Subscriber in the Agreement, and (ii)
                          acknowledges that the additional Common Stock to be
                          issued under this Amendment will be issued in
                          reliance on the availability of the exemption under
                          Regulation S, and (iii) undertakes, with respect to
                          the resale of any such additional Common Stock,
                          additional Warrants and Common Stock  underlying
                          Warrants to abide by all covenants and agreements
                          pertaining to the resale of the Preferred Stock (and
                          the Common Stock underlying the Preferred Stock) set
                          forth in the Agreement, including, without
                          limitation, prohibitions on sales of the additional
                          Common Stock, additional Warrants and Common Stock
                          underlying Warrants in the United States or to a
                          United States Person within the applicable holding
                          period specified under Regulation S. The certificates
                          representing such additional Common Stock shall the
                          following legend:

                          THE COMMON STOCK REPRESENTED HEREBY (THE "COMMON
                          STOCK") HAS NOT BEEN REGISTERED UNDER THE SECURITIES
                          ACT OF 1933, AS AMENDED, TOGETHER WITH THE
                          REGULATIONS PROMULGATED THEREUNDER (THE "SECURITIES
                          ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE,
                          TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE UNITED
                          STATES (AS THAT TERM IS DEFINED IN REGULATION S
                          PROMULGATED UNDER THE SECURITIES ACT) OR TO A U.S.
                          PERSON (AS THAT TERM IS DEFINED IN REGULATION S) IN
                          THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
                          FILED UNDER THE SECURITIES ACT AND ANY