-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 Wp0daZFii7AobSwT2GZdhwgU4E/pHbbDV2i998bdA8Y5knSFalVgfqsC3epaRzpJ
 LMA/qu93yZAOvx5S0CoCyA==

<SEC-DOCUMENT>0001010549-05-000665.txt : 20050927
<SEC-HEADER>0001010549-05-000665.hdr.sgml : 20050927
<ACCEPTANCE-DATETIME>20050927161707
ACCESSION NUMBER:		0001010549-05-000665
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20050921
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050927
DATE AS OF CHANGE:		20050927

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CHINA DIGITAL WIRELESS INC
		CENTRAL INDEX KEY:			0000721693
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-BUSINESS SERVICES, NEC [7389]
		IRS NUMBER:				900093373
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-12536
		FILM NUMBER:		051105613

	BUSINESS ADDRESS:	
		STREET 1:		429 GUANGDONG ROAD
		CITY:			SHANGHAI
		STATE:			F4
		ZIP:			200001
		BUSINESS PHONE:		86-21 6336-8686

	MAIL ADDRESS:	
		STREET 1:		429 GUANGDONG ROAD
		CITY:			SHANGHAI
		STATE:			F4
		ZIP:			200001

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BOULDER ACQUISITIONS  INC
		DATE OF NAME CHANGE:	20020430

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BOULDER BREWING CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>chinadig8k092105.txt
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                               September 21, 2005
                Date of Report (Date of earliest event reported)

                          China Digital Wireless, Inc.
             (Exact name of registrant as specified in its charter)


          Nevada                         333-120431               90-0093373
(State or other jurisdiction            (Commission           (I.R.S. Employer
     of incorporation)                  File Number)         Identification No.)

                               429 Guangdong Road
                             Shanghai, China 200001
              (Address of Principal Executive Offices and Zip Code)

                              (011) 86-21-6336-8686
              (Registrant's telephone number, including area code)

                                       N/A
          (Former Name or Former Address, if changed since Last Report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))


<PAGE>

Item 1.01     Entry into a Material Definitive Agreement


On August 9, 2005, China Digital  Wireless,  Inc. (the "Company")  announced its
intent  to apply  for  listing  on the  American  Stock  Exchange  ("AMEX").  In
connection with the AMEX application, certain persons who hold more than 200,000
shares of the  Company's  common stock  ("Common  Stock") have entered in lockup
agreements with the Company.  Under such lockup agreements the stockholders have
generally agreed to not offer,  sell, assign or otherwise  transfer a portion of
their stock or other equity  securities  of the Company  without  prior  written
consent of the  Company  until the earlier of (i) 180 days after the date of the
lockup  agreements or (ii) the date that AMEX has approved the Company's listing
application.  The lockup  agreements became effective on September 21, 2005, and
were  executed  by  ten  of the  Company's  officers  and  directors  and  three
additional    stockholders.    Under   the    lockup    agreements    with   the
non-officer/director  stockholders,  the Company  issued an aggregate of 128,576
shares of common stock in consideration.

The  form of the  lockup  agreement  that  does  not  include  the  issuance  of
additional shares (the "Lockup Agreement") is attached hereto as Exhibit 99.1.

The form of the lockup  agreement  that does include the issuance of  additional
shares (the "Additional Share Issuance and Lockup Agreement") is attached hereto
as Exhibit 99.2.

Item 5.05  Amendments to the Registrant's Code of Ethics

On  September  21, 2005,  the  Company's  board of directors  approved a Code of
Conduct and Ethics (the "Code of Ethics"),  which  revised the previous  code of
ethics.  The  revised  Code of Ethics  applies to all  directors,  officers  and
employees of the Company and its  subsidiaries.  The previously  adopted code of
ethics has been revised to be broader in scope and applicable to more persons. A
complete  copy of the Code of  Ethics  is being  filed as  Exhibit  14.1 to this
Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d)  Exhibits.

Exhibit No.               Description
- -----------               -----------

14.1                      Code of Ethics
99.1                      Form of Lockup Agreement
99.2                      Form of Additional Share Issuance and Lockup Agreement













                                       2
<PAGE>

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                           CHINA DIGITAL WIRELESS, INC.


                                           By  /s/ Tai Caihua
                                             -----------------------------------
                                             Tai Caihua
                                             President and Chairman of the Board


Dated: September 21, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-14.1
<SEQUENCE>2
<FILENAME>chinadig8kex141092105.txt
<DESCRIPTION>CODE OF ETHICS
<TEXT>

Exhibit 14.1

                          China Digital Wireless, Inc.

                           Code of Conduct and Ethics

     This Code of Conduct and Ethics (this  "Code") of China  Digital  Wireless,
Inc.  (the  "Company")  outlines  expected  behaviors  of all of our  directors,
officers and employees,  including our senior executive and financial  officers.
This Code  addresses  responsibility  for proper  behavior and the  standards to
which we hold corporate  officers and  employees.  Also included is a listing of
our standards  and values.  This Code does not cover every issue that may arise,
but it sets out basic principles to guide the directors,  officers and employees
of the Company.

     All Company  directors,  officers and employees  should conduct  themselves
accordingly  and seek to avoid even the  appearance of improper  behavior in any
way relating to the Company. Any director or officer who has any questions about
this  Code  should  consult  the  chief  executive  officer  ("CEO"),  the chief
financial   officer   ("CFO"),   or  general   counsel  as  appropriate  in  the
circumstances.  If an employee has any questions  about this Code,  the employee
should ask his or her supervisor how to handle the situation.

Scope

     This Code is intended to deter wrongdoing and to promote the following:

     o    honest and ethical  conduct,  including the ethical handling of actual
          or apparent  conflicts of interest  between  personal and professional
          relationships;

     o    full, fair, accurate,  timely and understandable disclosure in reports
          and documents  the Company  files with, or submits to, the  Securities
          and Exchange Commission (the "SEC") and in other public communications
          made by the Company;

     o    compliance with applicable  governmental rules and regulations and the
          rules of any  exchange  or  quotation  system on which  the  Company's
          securities are listed or quoted;

     o    prompt   internal   reporting  of  violations  of  this  Code  to  the
          appropriate person or persons identified in this Code; and

     o    accountability for adherence to this Code.

Responsibility for Proper Behavior

     Every  person  affiliated  with the  Company,  from  entry-level  positions
through senior management and our Board of Directors (the "Board"), plays a role
in our compliance  efforts.  As such, every person has a responsibility  to know
what is in this Code, how the compliance  program works,  and what steps to take
if something appears contrary to this Code.

     Since we take our  compliance  responsibilities  seriously,  we may have to
take  swift  and  deliberate  action if we feel that a member of the team is not
living up to their  compliance  responsibilities.  This  action can range from a
simple warning to correct  behavior,  up to and including  termination if errant
behavior  remains  uncorrected.  Therefore,  it is  important  for  everyone  to
understand his or her compliance responsibilities.

Compliance with Laws, Rules and Regulations

     All directors, officers and employees must respect and obey all laws, rules
and regulations  applicable to the Company's  business,  including local laws in
the areas in which the Company operates.



                                      -1-
<PAGE>

Conflicts of Interest

     The Company  expects that its employees,  officers and directors will avoid
conflicts of interest and that they will not act in a manner  detrimental to the
Company during the course of their tenure with the Company.

     A  conflict  of  interest  exists  when an  individual's  private  interest
interferes  in any way - or appears  to  conflict  - with the  interests  of the
Company. A conflict of interest situation can arise when a director,  officer or
employee  takes actions or has  interests  that may make it difficult to perform
his or her work on behalf of the Company in an objective and  effective  manner.
Conflicts of interest may also arise when a director,  officer or employee, or a
member of his or her family,  receives improper personal benefits as a result of
his or her position with the Company. Loans to, or guarantees of obligations of,
employees and their family members may create conflicts of interest.

     Service to the Company  should never be  subordinated  to personal gain and
advantage.  Conflicts  of interest,  whenever  possible,  should be avoided.  In
particular, clear conflict of interest situations involving directors,  officers
and employees may include the following:

     o    any significant ownership interest in any supplier or customer;

     o    any consulting or employment relationship with any customer, supplier,
          or competitor;

     o    any outside  business  activity  that  detracts  from an  individual's
          ability  to  devote  appropriate  time  and  attention  to  his or her
          responsibilities to the Company;

     o    the receipt of non-nominal gifts or excessive  entertainment  from any
          organization  with  which  the  Company  has  current  or  prospective
          business dealings;

     o    being  in  the  position  of  supervising,  reviewing  or  having  any
          influence on the job evaluation, pay, or benefit of any family member;
          and

     o    selling  anything to the Company or buying  anything from the Company,
          except  on the same  terms and  conditions  as  comparable  directors,
          officers, or employees are permitted to so purchase or sell.

     It is  almost  always a  conflict  of  interest  for a Company  officer  or
employee to work  simultaneously  for a competitor,  customer,  or supplier.  No
officer or employee may work for a competitor  as a consultant  or board member.
The best policy is to avoid any direct or indirect business  connection with the
Company's customers, suppliers, and competitors, except on the Company's behalf.

     Conflicts of interest are prohibited as a matter of Company policy,  except
under guidelines  approved by the Board of Directors.  Conflicts of interest may
not always be clear, and further review and discussions may be appropriate.  Any
director or officer who becomes aware of a conflict or potential conflict should
bring  it to  the  attention  of  the  CEO,  the  CFO  or  general  counsel,  as
appropriate.  Any employee who becomes aware of a conflict or potential conflict
should bring it to the attention of a supervisor,  manager or other  appropriate
personnel.

     Directors, officers and employees are prohibited from taking for themselves
personally  or directing  to a third party any  opportunity  that is  discovered
through the use of  corporate  property,  information  or  position  without the
consent of the Board of  Directors.  No  director,  officer or employee  may use
corporate  property,  information or position for improper personal gain, and no
director,  officer  or  employee  may  compete  with  the  Company  directly  or
indirectly.  Directors,  officers  and  employees  owe a duty to the  Company to
advance its legitimate interests when the opportunity to do so arises.




                                      -2-
<PAGE>

Insider Trading

     Directors,   officers  and  employees  who  have  access  to   confidential
information  relating  to the  Company  are not  permitted  to use or share that
information  for stock  trading  purposes  or for any other  purpose  except the
conduct of the Company's business.  All non-public information about the Company
should be considered confidential information. To use non-public information for
personal  financial  benefit or to "tip"  others  who might  make an  investment
decision  on the basis of this  information  is not only  unethical  and against
Company  policy but is also  illegal.  Directors,  officers and  employees  also
should  comply with insider  trading  standards  and  procedures  adopted by the
Company.

     SEC rules and regulations  prohibit trading  securities while in possession
of material  non-public  information  relating to such  securities or disclosing
material  non-public  information  to  enable  another  person  to trade on such
information.  The term "trading" refers to all purchases and sales of securities
for value, including purchases effected through stock option exercises,  and the
term  "securities"  includes not only common stock,  but also  preferred  stock,
bonds,  notes,  options,  warrants,  puts,  calls  and  other  equity  and  debt
instruments.

Competition and Fair Dealing

     Stealing proprietary information,  possessing trade secret information that
was obtained without the owner's  consent,  or inducing such disclosures by past
or present  employees of other companies is prohibited.  Each director,  officer
and employee  should  endeavor to respect the rights of and deal fairly with the
Company's customers, suppliers, service providers, competitors and employees. No
director, officer or employee should take unfair advantage of anyone relating to
the Company's business or operations through manipulation,  concealment or abuse
of privileged  information,  misrepresentation  of material  facts or any unfair
dealing practice.

     To maintain the Company's reputation, compliance with the Company's quality
processes  and  safety  requirements  is  essential.  In the  context of ethics,
quality   requires  that  the  Company's   services  meet  reasonable   customer
expectations. All inspection and testing documents must be handled in accordance
with all applicable regulations.

Discrimination and Harassment

     The Company will not tolerate any illegal  discrimination  or harassment of
any  kind.  Examples  include  derogatory  comments  based on  racial  or ethnic
characteristics and unwelcome sexual advances.

Health and Safety

     The Company strives to provide each employee with a safe and healthful work
environment. Each officer and employee has responsibility for maintaining a safe
and healthy workplace for all employees by following safety and health rules and
practices, and by reporting accidents, injuries and unsafe equipment,  practices
or conditions.

     Violence and threatening behavior are not permitted. Officers and employees
should  report to work in a condition  to perform  their  duties,  free from the
influence of illegal drugs or alcohol. The use of illegal drugs in the workplace
will not be tolerated.

Confidentiality

     Directors,  officers and  employees  must maintain the  confidentiality  of
confidential  information  entrusted  to them by the  Company or its  customers,
suppliers, joint venture partners or others with whom the Company is considering
a business or other  transaction,  except when  disclosure  is  authorized by an
executive  officer or required or mandated by laws or regulations.  Confidential
information includes all non-public  information that might be useful or helpful
to  competitors  or harmful to the Company or its  patients  and  suppliers,  if
disclosed.  It also  includes  information  that  suppliers  and  patients  have



                                      -3-
<PAGE>

entrusted to the Company,  as well as information  about the Company's  business
plans,  financial results or forecasts,  or other operational  information.  The
obligation to preserve confidential  information continues even after employment
ends.

Protection and Proper Use of Company Assets

     All  directors,  officers  and  employees  should  endeavor  to protect the
Company's  assets and ensure their efficient use. Theft,  carelessness and waste
have a direct impact on the Company's  profitability.  Any suspected incident of
fraud or theft should be immediately reported for investigation.  Company assets
should be used for  legitimate  business  purposes  and  should  not be used for
non-Company business.

     The  obligation to protect the Company's  assets  includes its  proprietary
information.  Proprietary  information includes intellectual  property,  such as
trade  secrets,  patents,  trademarks  and  copyrights,  as  well  as  business,
marketing and service plans, designs, databases, records, salary information and
any unpublished financial data and reports.  Unauthorized use or distribution of
this  information  would violate  Company  policy.  It could also be illegal and
result in civil or even criminal penalties.

Payments to Government Personnel

     The U.S. Foreign Corrupt  Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business.  It is strictly  prohibited to
make illegal payments to government officials of any country.

     In  addition,  the U.S.  government  has a number  of laws and  regulations
regarding business gratuities that may be accepted by U.S. government personnel.
The promise, offer or delivery to an official or employee of the U.S. government
of a gift,  favor or other  gratuity in  violation of these rules would not only
violate  Company  policy but could also be a criminal  offense.  State and local
governments, as well as foreign governments, may have similar rules.

Corporate Disclosures

     All directors,  officers and employees should support the Company's goal to
have full,  fair,  accurate and timely  disclosure in the reports required to be
filed by the Company with the SEC. Each  director,  officer and employee  should
promptly  bring to the  attention  of the CEO,  the CFO or the  Company's  Audit
Committee, as appropriate, any of the following:

     o    any material  information  to which such  individual  may become aware
          that affects the disclosures made by the Company in its public filings
          or would otherwise  assist the CEO, the CFO and the Audit Committee in
          fulfilling their responsibilities with respect to such public filings;

     o    any  information  the individual may have  concerning (a)  significant
          deficiencies  in the design or  operation  of internal  controls  that
          could  adversely  affect the  Company's  ability  to record,  process,
          summarize and report financial data, or (b) any fraud,  whether or not
          material,  that  involves  management  or other  employees  who have a
          significant role in the Company's financial reporting,  disclosures or
          internal controls;

     o    any  information  the individual may have  concerning any violation of
          this Code,  including  any actual or  apparent  conflicts  of interest
          between  personal  and  professional   relationships,   involving  any
          management  or  other  employees  who have a  significant  role in the
          Company's financial reporting, disclosures or internal controls; and

     o    any  information  the  individual  may have  concerning  evidence of a
          material   violation  of  the  securities  or  other  laws,  rules  or
          regulations  applicable  to  the  Company  and  the  operation  of its
          business,  by the Company or any agent thereof, or of any violation of
          this Code.



                                      -4-
<PAGE>

Amendments and Waivers of This Code

     Any  amendment  to this Code and any waiver of this Code for  directors  or
executive  officers may be made only by the Board of Directors or a committee of
the Board,  and will be  promptly  disclosed  to  stockholders  as  required  by
applicable laws or rules and regulations, including the rules of the SEC and any
exchange or quotation  system on which the  Company's  securities  are listed or
quoted.  Such  amendments or waivers may be posted on the  Company's  website at
www.chinadigitalwireless.com.

Reporting Any Illegal or Unethical Behavior

     Directors  and  officers  are  encouraged  to talk to the  CEO,  the CFO or
general counsel, and employees are encouraged to talk to supervisors,  managers,
or other appropriate personnel, when in doubt about the best course of action in
a particular  situation.  Directors,  officers and  employees  should report any
observed  illegal or unethical  behavior and any  perceived  violations of laws,
rules,  regulations or this Code to appropriate  personnel.  It is the policy of
the Company not to allow retaliation for reports of misconduct by others made in
good faith.  Directors,  officers  and  employees  are  expected to cooperate in
internal investigations of misconduct.

Enforcement

     The Board of Directors shall determine, or designate appropriate persons to
determine,  appropriate  actions to be taken in the event of  violations of this
Code.  Such actions  shall be  reasonably  designed to deter  wrongdoing  and to
promote  accountability for adherence to this Code. These procedures may include
(a) written  notices to the  individual  involved that the Board has  determined
that there has been a  violation,  (b)  censure by the Board,  (c)  demotion  or
re-assignment of the individual involved,  (d) suspension with or without pay or
benefits (as determined by the Board),  and (e) termination of the  individual's
employment or position.  In determining the  appropriate  action in a particular
case,  the Board of  Directors  or such  designee  shall take into  account  all
relevant  information,  including  the nature  and  severity  of the  violation,
whether the violation was a single occurrence or repeated  occurrences,  whether
the  violation  appears to have been  intentional  or  inadvertent,  whether the
individual  in question had been advised prior to the violation as to the proper
course of action,  and whether or not the  individual  in question had committed
other violations in the past.






















                                      -5-
</TEXT>
</DOCUMENT>
<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.


                  [Remainder of page intentionally left blank]

























                                       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>
<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.


                  [Remainder of page intentionally left blank]




























                                       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>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
