EXHIBIT 10.42
PROMISSORY NOTE DATED DECEMBER 27, 2006 IN THE
AMOUNT OF $3,200 PAYABLE TO MICHAEL A. BOWDEN
<PAGE>
No. 12
$3,200.00USD
CHINA WIRELESS COMMUNICATIONS, INC.
Convertible Note Due FEBRUARY 15, 2007
THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED
(THE "1933 ACT") OR
ANY OTHER APPLICABLE
STATE SECURITIES LAWS AND HAS BEEN
ISSUED IN RELIANCE UPON REGULATION D PROMULGATED
UNDER THE SECURITITES
ACT AND
AN EXEMPTION
UNDER APPLICABLE STATE SECURITIES LAWS. THIS NOTE SHALL NOT
CONSTITUTE AN OFFER TO
SELL NOR A
SOLICITATION OF AN
OFFER TO BUY THE NOTE IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL.
THIS NOTE MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT
PURSUANT TO
AN EFFECTIVE
REGISTRATION
STATEMENT UNDER THE 1993 ACT AND UNDER
APPLICABLE
STATE SECURITIES
LAWS, OR IN A
TRANSACTION WHICH IS
EXEMPT FROM
REGISTRATION
UNDER THE PROVISIONS
OF THE 1933 ACT AND UNDER PROVISIONS OFAPPLICABLE STATE
SECURITIES LAWS;
AND IN THE
CASE OF AN
EXEMPTION,
ONLY IF THE
COMPANY HAS
RECEIVED AN OPINION FROM THEIR COUNSEL THAT SUCH TRANSACTION DOES NOT REQUIRE
REGISTRATION OF THE SECURITIES.
This NOTE is one of a duly authorized issue of Notes of China Wireless
Communications, Inc.,
a corporation duly
organized and existing under the laws
of the State of
Nevada (the "ISSUER"), issued on December 27, 2006 (the
"ISSUANCE DATE"), and
designated as its Convertible Note due February 15, 2007.
This NOTE has been issued under the terms and provisions of the 8% Convertible
Note Subscription Agreement dated as of December 27, 2006 between
the Issuer and
Holder (the
"AGREEMENT") and shall
be subject to all the terms and conditions
and entitled to all of the benefits thereof.
FOR VALUED RECEIVED,
the Issuer promises to pay to the registered holder hereof
or its registered
assigns, if any (the
"HOLDER"), the
principal sum of thirty
two hundred dollars (USD $3,200.00), on February 15, 2007 (the
"MATURITY DATE"),
in shares of Common
Stock or in Cash (at the sole option of the Issuer) and pay
interest at the rate of eight (8%) percent per annum on the
principal sum from
time to time outstanding under this Note. Accrual of interest shall commence
on
the first day after the Issuance Date. Interest shall be payable by the
Issuer,
at its option,
in cash or in the
number of shares of Common Stock (at a price
per share equal to two
point five cents
($0.025) on the
Maturity Date. The
principal of this Note is payable as provided below in shares of
Common Stock or
in cash at any time prior to the Maturity Date at the sole option
of the Issuer.
The Issuer will pay all accrued and unpaid interest due upon this Note on the
Maturity Date in
accordance herewith,
less any amounts
required by law to
be
deducted or withheld, to the Holder at the last address on the Note
Register.
<PAGE>
The Note is subject to the following additional provisions:
1.
The Issuer shall
be entitled to withhold from all payments under this
Note any amounts required to be withheld under the applicable
provisions of the U.S.
Internal Revenue Code of 1986, as amended, or
other applicable laws at the time of such payments.
2.
This Note has
been issued subject to investment representations of the
original Holder hereof
and may be transferred
or exchanged
only in
compliance with the 1933 Act and applicable state securities laws and
in compliance
with the restrictions of transfer provided in the
Agreement.
Prior to the due
presentment
from such transfer of this
Note, the Issuer may
treat the person in whose name this Note is duly
registered on the Issuer's records as the owner hereof for the
purpose
of receiving
payment as herein provided and all other purposes,
whether or not this
Note is overdue, and the Issuer shall not be
affected by notice of the contrary. The transferee shall be bound,
as
the original Holder by
the same
representations and
terms described
herein and under the Agreement.
3.
The Note shall
be convertible,
at the sole option of
the Issuer into
that number of shares of fully paid and nonassessable shares of
Common
Stock derived from dividing the Conversion Amount by the Conversion
Price. For the purposes of this Note, the Conversion Amount shall
mean
the principal dollar
amount of the Note,
plus interest being paid by
the Issuer.
The Conversion Price shall be equal to two point
five
cents ($0.025).
The number of shares of Common Stock issuable upon the conversion of
the Note and the Conversion Price shall be subject to
adjustment
as
follows:
i. In
the case Issuer shall
(A) pay a dividend on the Common
Stock in Common
Stock or securities convertible into,
exchangeable for or
otherwise entitling a
holder thereof
to receive Common Stock, (B) declare a dividend payable in
cash on its Common
Stock and at
substantially
the same
time offer its shareholders a right to purchase new Common
Stock (or securities convertible into, exchangeable for or
otherwise entitling
a holder thereof to receive Common
Stock) from proceeds of such dividend (all Common Stock so
issued shall be deemed to have been issued as a stock
dividend), (C)
subdivide its outstanding shares of Common
Stock into a greater number of shares of Common Stock, (D)
combine its
outstanding
shares of Common
Stock into a
smaller number of shares of Common Stock, or (E) issue by
reclassification of
its Common Stock of
the Issuer, the
number of shares of Common Stock issuable upon conversion
of the Note immediately prior thereto shall be adjusted so
that the holders of
the Note shall be entitled
