ADDITIONAL SHARE ISSUANCE AND LOCKUP AGREEMENT

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

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         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   e