<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>chinadig8kex992092105.txt
<DESCRIPTION>ADDITIONAL SHARE ISSUANCE & LOCKUP AGREEMENT
<TEXT>

Exhibit 99.2

                 ADDITIONAL SHARE ISSUANCE AND LOCKUP AGREEMENT
                 ----------------------------------------------

         THIS ADDITIONAL SHARE ISSUANCE AND LOCKUP AGREEMENT (this  "Agreement")
is entered into as of August ___, 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 the Company issue to
Stockholder  _______ shares (the "Shares") of Common Stock, in consideration for
Stockholder  agreeing  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.       ISSUANCE OF SHARES

         1.1  Issuance  and  Delivery  of  Shares.  Subject  to  the  terms  and
conditions  set forth herein,  the Company hereby agrees to issue to Stockholder
the  Shares.   The  Company  shall  deliver  to  Stockholder  a  certificate  or
certificates  evidencing the Shares or otherwise instruct the Company's transfer
agent to issue the Shares to Stockholder  within five days of the Effective Date
(defined below).

         1.2  Legend.  Any  certificate(s)  evidencing  the Shares  shall bear a
legend  restricting  transfer  under the Securities Act of 1933, as amended (the
"Securities  Act"),  and  acknowledging  the  restrictions on transfer set forth
herein.

2.       LOCKUP AGREEMENT


         2.1  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



                                       1
<PAGE>

         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 (1) or
         (2) 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;

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 2; and provided  further,  that the  restrictions set forth in this
Section 2 shall only apply to 75% of the Lockup Shares owned by  Stockholder  on
the date of this Agreement (after taking into account the issuance of the Shares
pursuant to 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 2.

         2.2 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.

         2.3  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 2;  provided  that any  remaining
Lockup Shares will continue to be subject to the  restrictions in this Section 2
for the remainder of the term set forth in Section 2.1.

3.       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.





                                       2
<PAGE>

4        REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company represents and warrants to Stockholder that:

         4.1  Organization,  Standing and Power.  The Company is duly organized,
validly  existing and in good standing under the laws of the State of Nevada and
has the  requisite  corporate  power and  authority  to carry on its business as
presently conducted.

         4.2 Validity;  Authorization;  No Violation.  This Agreement is a valid
and legally  binding  obligation of the Company,  enforceable in accordance with
its terms against the Company,  except as limited by bankruptcy,  insolvency and
similar laws affecting creditors generally, and by general principles of equity,
and except that enforcement of rights to indemnification contained herein may be
limited by applicable federal or state laws or the public policy underlying such
laws,  regardless of whether enforcement is considered in a proceeding in equity
or at law.  The  Shares  are duly  authorized,  validly  issued,  fully paid and
nonassessable.  The execution, delivery and performance of this Agreement by the
Company (a) have been duly  authorized by the Company,  (b) will not violate any
applicable  federal or state law, any order of any court or governmental  agency
or the  formation  documents of the Company,  (c) will not result in a breach or
default  under any  agreement by which the Company or any of its assets is bound
which would have a Material Adverse Effect and (d) will not require any consent,
approval or  authorization  of, or registration or filing with, any governmental
authority  or other  regulatory  agency  other  than such  consents,  approvals,
authorizations,  registrations  or filings which have already been made or which
are required pursuant to federal or state securities laws or requirements of any
securities  exchange on which the Company's  securities are listed. For purposes
of this Agreement,  "Material  Adverse Effect" means any material adverse effect
with  respect to the  Company,  taken as a whole,  or any change or effect  that
adversely,  or is reasonably  expected to  adversely,  affect the ability of the
Company to  maintain  its  current  business  operations  or to  consummate  the
transactions contemplated by this Agreement in any material respect.

         4.3  Capitalization.  (a) The  authorized  capital stock of the Company
consists of 100,000,000  shares of Common Stock, of which 17,018,692  shares are
issued and outstanding  immediately prior to the execution of this Agreement. No
shares of Common Stock are held by the Company in its treasury.  All outstanding
shares of Common  Stock have been duly  authorized  and  validly  issued and are
fully paid and nonassessable and not subject to preemptive or similar rights. No
bonds,  debentures,  notes or other indebtedness of the Company having the right
to vote (or convertible into, or exchangeable  for,  securities having the right
to vote) on any  matters on which the  stockholders  of the Company may vote are
issued or outstanding.  Except for this Agreement and any similar agreements the
Company may enter into with the Major  Stockholders,  the Company  does not have
any outstanding option, warrant, call, subscription or other right, agreement or
commitment  which either (a) obligates  the Company to issue,  sell or transfer,
repurchase,  redeem or otherwise acquire or vote any shares of the capital stock
of the Company or (b) restricts the voting, disposition or transfer of shares of
capital stock of the Company. There are no outstanding stock appreciation rights
or similar derivative securities or rights of the Company.



                                       3
<PAGE>

5.       REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

         Stockholder represents and warrants to the Company as follows:

         5.1 Power and  Authority.  Stockholder  hereby  represents and warrants
that it has full power and authority to enter into this agreement.

         5.2 Investment.  Stockholder is acquiring the Shares for investment for
its own  account,  not as a  nominee  or  agent,  and not with a view to, or for
resale in connection with, any  distribution  thereof.  Stockholder  understands
that the Shares have not been registered  under the Securities Act and are being
issued  pursuant  to an  exemption  from the  registration  requirements  of the
Securities Act.

         5.3 Accredited Investor Status. Stockholder is an "accredited investor"
within the meaning of Regulation D promulgated under the Securities Act.

         5.4 Restricted Securities.  Stockholder  acknowledges that it must bear
the economic risk of its  investment  in the Shares for an indefinite  period of
time since the Shares are restricted securities under the Securities Act in that
they are being acquired from the Company in a transaction not involving a public
offering,   and  that  under  the  Securities  Act  and  applicable  regulations
promulgated  thereunder the Shares may be resold without  registration under the
Securities Act only in certain limited  circumstances.  Stockholder  understands
the resale  limitations  imposed by the Securities Act and the rules promulgated
thereunder.

6.       MISCELLANEOUS

         6.1 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.

         6.2 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.

         6.3  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.

         6.4 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.

         6.5 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.





                                       4
<PAGE>

         6.6  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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                                       5
<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>
