CUSIP 169383 10 6
                          CHINA DIGITAL WIRELESS, INC.


               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

                                                               SEE REVERSE FOR
                                  COMMON STOCK               CERTAIN DEFINITIONS



                                    SPECIMEN


This
certifies
that







is the owner of


 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.001 PAR VALUE, OF
                          CHINA DIGITAL WIRELESS, INC.


(hereinafter  called  the  "Corporation"),  transferable  on  the  books  of the
Corporation by the holder hereof in person or by duly authorized attorney,  upon
surrender of the Certificate properly endorsed.  This certificate and the shares
represented hereby are issued and shall be held subject to all the provisions of
the Certificate of Incorporation  and the Bylaws of the Corporation,  as amended
(copies of which are on file at the  office of the  Transfer  Agent),  to all of
which  the  holder  of this  Certificate  by  acceptance  hereof  assents.  This
Certificate  is not valid unless  countersigned  and  registered by the Transfer
Agent and  Registrar.  Witness  the  facsmile  seal of the  Corporation  and the
facsimile signatures of its duly authorized officers.


DATE:


                            [CORPORATE SEAL OMITTED]



                               Countersigned:
PRESIDENT                                    SECURITIES TRANSFER CORPORATION
                                             P.O. Box 701629
                                             Dallas, TX 75370
                                          By:


SECRETARY                                    ___________________________________
                                             TRANSFER AGENT-AUTHORIZED SIGNATURE