<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>chinadig8kex991092105.txt
<DESCRIPTION>FORM OF LOCKUP AGREEMENT
<TEXT>

Exhibit 99.1

                                LOCKUP AGREEMENT

         THIS  LOCKUP  AGREEMENT  (this  "Agreement")  is  entered  into  as  of
September ___, 2005, between  ______________  ("Stockholder")  and China Digital
Wireless, Inc., a Nevada corporation (the "Company").

                              W I T N E S S E T H:

         WHEREAS,  Stockholder  currently  owns shares of the  Company's  common
stock,  par value  $0.001  per share (the  "Common  Stock"),  and/or  securities
convertible into or exercisable or exchangeable for Common Stock; and

         WHEREAS,  the Company and Stockholder  desire that Stockholder agree to
certain  restrictions  on transfer  with  respect to a portion of the  Company's
securities owned by Stockholder as further set forth herein.

         NOW,  THEREFORE,   in  consideration  of  and  subject  to  the  mutual
agreements,  terms and conditions herein contained,  the receipt and sufficiency
of which are hereby acknowledged, the Company and Stockholder agree as follows:

1.       LOCKUP AGREEMENT


         1.1  Lockup.   Without  the  prior  written  consent  of  the  Company,
Stockholder  will not, from the Effective Date until the earlier of (i) 180 days
after  the date of this  Agreement  and (ii) the date  that The  American  Stock
Exchange  ("AMEX")  has approved the  Company's  application  for listing of the
Common Stock, directly or indirectly:

                  (a) offer,  pledge,  announce  the  intention  to sell,  sell,
         assign,  transfer,  encumber,  contract  to sell,  sell any  option  or
         contract to purchase,  purchase  any option or contract to sell,  grant
         any option,  right or warrant to  purchase,  or  otherwise  transfer or
         dispose of, directly or indirectly,  any Common Stock or any securities
         convertible  into or  exercisable  or  exchangeable  for  Common  Stock
         (including   without   limitation,   Common  Stock  or  any  securities
         convertible  into or exercisable or exchangeable  for Common Stock that
         may be deemed to be beneficially owned by the undersigned in accordance
         with the rules and  regulations  of the U.S.  Securities  and  Exchange
         Commission) (collectively, the "Lockup Shares");

                  (b) enter into any swap or other agreement that transfers,  in
         whole or in part, any of the economic  consequences of ownership of any
         Lockup  Shares,  whether any such  transaction  described in clause (a)
         above is to be  settled  by  delivery  of Lockup  Shares or such  other
         securities, in cash or otherwise; or

                  (c) make any demand for, or  exercise  any right with  respect
         to, the registration of any Lockup Shares;




                                       1
<PAGE>

provided that this  agreement  will not prevent the transfer of Lockup Shares by
Stockholder as a gift or gifts to family members or charitable  organizations to
the extent that any donee thereof  agrees in writing to be bound by the terms of
this Section 1; and provided  further,  that the  restrictions set forth in this
Section 1 shall only apply to 75% of the Lockup Shares owned by  Stockholder  on
the date of this  Agreement.  The  remaining  25% of the Lockup  Shares owned by
Stockholder on the date of this Agreement,  and any additional  shares of Common
Stock or any securities  convertible  into or exercisable  or  exchangeable  for
Common Stock acquired by Stockholder after the date of this Agreement, shall not
be subject to such the restrictions set forth in this Section 1.

         1.2 Consent to Decline Transfers.  Stockholder agrees and consents that
the  Company and its  transfer  agent and  registrar  are hereby  authorized  to
decline to make any transfer of Common Stock or any security convertible into or
exercisable or exchangeable for Common Stock if such transfer would constitute a
violation or breach of this Agreement.

         1.3  Release  of Shares.  At any time and from time to time  during the
term of this Agreement,  the Company may, in its sole discretion and upon notice
to Stockholder,  reduce the percentage of  Stockholder's  Lockup Shares that are
subject to the  restrictions  of this  Section 1;  provided  that any  remaining
Lockup Shares will continue to be subject to the  restrictions in this Section 1
for the remainder of the term set forth in Section 1.1.

2.       EFFECTIVE DATE OF THIS AGREEMENT

         This  Agreement  shall become  effective  (a) upon the date first above
written  or (b) upon the date  that all  persons  known to the  Company  to hold
200,000 shares or more of the Common Stock ("Major  Stockholders")  have entered
into  agreements  substantially  similar to this  Agreement or  Stockholder  has
otherwise agreed that this Agreement is effective, whichever is later.

3.       MISCELLANEOUS

         3.1 AMEX  Approval.  The Company shall promptly  notify  Stockholder if
AMEX approves the Company's  application  for listing of the Common Stock at the
physical  address  or email  address  set  forth on the  signature  page of this
Agreement.

         3.2 Waiver,  Amendment. No provision of this Agreement shall be waived,
modified,  changed,  discharged or terminated except by an instrument in writing
signed by the party against whom any waiver, modification,  change, discharge or
termination is sought.

         3.3  Assignability.  This Agreement  shall be binding upon and inure to
the benefit of the respective  parties  hereto,  their  successors and permitted
assigns,  heirs and personal  representatives.  Neither this  Agreement  nor any
right,  remedy,  obligation or liability hereunder shall be assignable by either
the  Company or  Stockholder  without  the prior  written  consent of each other
party.

         3.4 Section and Other Headings.  The section headings in this Agreement
are  for  reference   purposes  only  and  shall  not  affect  in  any  way  the
interpretation of this Agreement.




                                       2
<PAGE>

         3.5 Governing  Law. This  Agreement  shall be governed by and construed
and enforced in accordance with the laws of the State of Nevada,  without giving
effect to  principles  of  conflicts  of laws  thereof  that would  require  the
application of the law of another jurisdiction.

         3.6  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts, each of which when so executed and delivered shall be deemed to be
an  original  and all of which  together  shall be deemed to be one and the same
agreement.


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                                       3
<PAGE>

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

                                                    CHINA DIGITAL WIRELESS, INC.



                                                    By:_________________________
                                                       Name:
                                                       Title:


                                                    STOCKHOLDER



                                                    By:_________________________
                                                       Name:
                                                       Title:

                                                    Address of Stockholder:

                                                    ____________________________
                                                    ____________________________
                                                    ____________________________



                                                    Email Address:

                                                    ____________________________

</TEXT>
</DOCUMENT>
