EXHIBIT 10.46

             REVOLVING LINE OF CREDIT AGREEMENT AND PROMISSORY NOTE
             DATED JANUARY 1, 2007 IN THE AMOUNT OF $30,000 PAYABLE
                            TO PEDRO E. RACELIS III


<PAGE>
                       REVOLVING LINE OF CREDIT AGREEMENT


         This Revolving Line of Credit  Agreement (the  "Agreement") is made and
entered into in this 1st day of January,  2007,  by and between Pedro E. Racelis
III, a Hawaii resident ("Lender"),  and China Wireless  Communications,  Inc., a
Nevada corporation ("Borrower").


         In  consideration  of the mutual  covenants  and  agreements  contained
herein, the parties agree as follows:

         1.   LINE OF CREDIT.  Lender  hereby establishes for a period extending
to December  31,  2007 (the  "Maturity  Date") a  revolving  line of credit (the
"Credit Line") for Borrower in the principal  amount of Thirty Thousand  Dollars
($30,000.00)  (the "Credit  Limit").  In  connection  herewith,  Borrower  shall
execute  and  deliver  to Lender a  promissory  note in the amount of the Credit
Limit, in the form attached  hereto as EXHIBIT A (the  "Promissory  Note").  All
sums  advanced on the Credit  Line or  pursuant  to the terms of this  Agreement
(each an "Advance") shall become part of the principal of said Promissory Note.

         2.   ADVANCES.  Any  request  for  an  Advance may be made from time to
time  and in such  amounts  as  Borrower  may  choose;  provided,  however,  any
requested  Advance will not, when added to the outstanding  principal balance of
all previous  Advances,  exceed the Credit Limit.  Requests for Advances must be
made in writing by such  officer of Borrower  authorized  by it to request  such
Advances.  Until such time as Lender may be notified otherwise,  Borrower hereby
authorizes its president or any vice president to request  Advances.  Lender may
deposit or credit the amount of any  requested  Advance to  Borrower's  checking
account with Lender. Lender may refuse to make any requested Advance if an event
of default  has  occurred  and is  continuing  hereunder  either at the time the
request  is  given or the date the  Advance  is to be made,  or if an event  has
occurred or condition exists which, with the giving of notice or passing of time
or both, would constitute an event of default hereunder as of such dates.


         The funds from the Advances  will be used by the Borrower for operating
expenses  or  capital  investments  in  connection  with the  operations  of the
Borrower.

         3.   INTEREST.  All sums advanced pursuant to this Agreement shall bear
interest  from the date each  Advance  is made until paid in full at the rate of
ten percent (10%) per annum, simple interest (the "Effective Rate").

         4.   REPAYMENT.  Borrower shall pay accrued interest on the outstanding
principal  balance on a calendar  quarterly basis  commencing on April 15, 2007,
and  continuing on the fifteenth day of each calendar  quarter  thereafter.  The
entire unpaid  principal  balance,  together with any accrued interest and other
unpaid charges or fees hereunder, shall be due and payable on the Maturity Date.
All payments  shall be made to Lender at such place as Lender may,  from time to
time, designate. All payments received hereunder shall be applied, first, to any
costs or expenses  incurred by Lender in collecting such payment or to any other
unpaid  charges or expenses due  hereunder;  second,  to accrued  interest;  and
third, to principal. Borrower may prepay principal at any time without penalty.

         5.   REPRESENTATIONS  AND  WARRANTIES.  In  order  to  induce Lender to
enter into this Agreement and to make the advances provided for herein, Borrower
represents and warrants to Lender as follows:

              a.  Borrower is a duly organized,  validly  existing,  and in good
                  standing  under the laws of the State of Nevada with the power
                  to own its assets and to transact business in Colorado, and in
                  such other states where its business is conducted.


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              b.  Borrower  has the  authority  and power to execute and deliver
                  any document  required  hereunder and to perform any condition
                  or obligation imposed under the terms of such documents.

              c.  The execution,  delivery and performance of this Agreement and
                  each document  incident  hereto will not violate any provision
                  of any applicable law, regulation,  order,  judgment,  decree,
                  article  of  incorporation,   by-law,   indenture,   contract,
                  agreement,  or other undertaking to which Borrower is a party,
                  or which  purports to be binding on Borrower or its assets and
                  will not result in the creation or imposition of a lien on any
                  of its assets.

              d.  There is no action, suit, investigation, or proceeding pending
                  or, to the  knowledge  of  Borrower,  threatened,  against  or
                  affecting  Borrower or any of its assets  which,  if adversely
                  determined,  would  have  a  material  adverse  affect  on the
                  financial  condition  of  Borrower  or  the  operation  of its
                  business.

         6.       EVENTS OF  DEFAULT.  An event of default  will occur if any of
the following events occurs:

              a.  Failure to pay any principal or interest hereunder  within ten
                  (10) days after the same becomes due.

              b.  Any  representation  or  warranty  made  by  Borrower  in this
                  Agreement or in  connection  with any borrowing or request for
                  an  Advance  hereunder,  or  in  any  certificate,   financial
                  statement,  or other statement furnished by Borrower to Lender
                  is untrue in any material respect at the time when made.

              c.  Default by Borrower in the  observance or  performance  of any
                  other covenant or agreement contained in this Agreement, other
                  than a default  constituting  a separate and distinct event of
                  default under this Paragraph 6.

              d.  Filing by  Borrower  of a  voluntary  petition  in  bankruptcy
                  seeking reorganization,  arrangement or readjustment of debts,
                  or any other  relief under the  Bankruptcy  Code as amended or
                  under any other  insolvency act or law, state or federal,  now
                  or hereafter existing.

              e.  Filing  of  an  involuntary   petition   against  Borrower  in
                  bankruptcy seeking reorganization, arrangement or readjustment
                  of debts,  or any other  relief under the  Bankruptcy  Code as
                  amended,  or under any other  insolvency  act or law, state or
                  federal,  now  or  hereafter  existing,  and  the  continuance
                  thereof  for  sixty  (60)  days  undismissed,   unbonded,   or
                  undischarged.

         7.   REMEDIES.  Upon  the  occurrence of an event of default as defined
above,  Lender may declare the entire unpaid  principal  balance,  together with
accrued interest thereon, to be immediately due and payable without presentment,
demand,  protest,  or other notice of any kind.  Lender may suspend or terminate
any obligation it may have hereunder to make additional Advances.  To the extent
permitted by law, Borrower waives any rights to presentment, demand, protest, or
notice of any kind in connection with this Agreement. No failure or delay on the
part of Lender in  exercising  any right,  power,  or privilege  hereunder  will
preclude  any other or further  exercise  thereof or the  exercise  of any other
right,  power,  or  privilege.  The  rights  and  remedies  provided  herein are
cumulative and not exclusive of any other rights or remedies  provided at law or
in equity.  Borrower agrees to pay all costs of collection incurred by reason of
the default, including court costs and reasonable attorney's fees.



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         8.   NOTICE.  Any  written  notice required pursuant to this Agreement,
will be deemed effective on the date such notice is placed, first class, postage
prepaid,  in the United  States mail,  addressed to the party to which notice is
being given as follows:




         Lender:
                       -----------------------------------------
                       Attn:
                             -----------------------------------

                       -----------------------------------------

                       -----------------------------------------

         Borrower:     China Wireless Communications, Inc.
                       Attn.: Treasury
                       1746 Cole Boulevard, Suite 225
                       Golden, CO 80401-3210

         9.   GENERAL PROVISIONS.  All  representations  and  warranties made in
this Agreement and the Promissory Note and in any certificate delivered pursuant
thereto  shall  survive the  execution  and delivery of this  Agreement  and the
making of any loans hereunder.  This Agreement will be binding upon and inure to
the benefit of Borrower and Lender,  their  respective  successors  and assigns,
except  that  Borrower  may not assign or transfer  its rights or  delegate  its
duties  hereunder  without the prior written consent of Lender.  This Agreement,
the Promissory Note, and all documents and instruments  associated herewith will
be governed by and construed and  interpreted in accordance with the laws of the
State of Colorado.  Time is of the essence hereof. This Agreement will be deemed
to express,  embody, and supersede any previous  understanding,  agreements,  or
commitments,  whether  written or oral,  between the parties with respect to the
general  subject  matter  hereof.  This Agreement may not be amended or modified
except in writing signed by the parties.


         EXECUTED on the day and year first written above.




BORROWER:                               LENDER:

China Wireless Communications, Inc.
                                       -----------------------------------------


By:                                    By:
    --------------------------------      --------------------------------------
Name:                                  Name:
       -----------------------------        ------------------------------------
Title:  PRESIDENT                      Title:
        ----------------------------         -----------------------------------








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<PAGE>

                                 PROMISSORY NOTE


$30,000.00                                                       JANUARY 1, 2007

                                                                      GOLDEN, CO

For value received, this Promissory Note (the "Note") is made and executed as of
the date referred to above,  by China  Wireless  Communications,  Inc., a Nevada
corporation ("Maker"). By this Note, the Maker promises and agrees to pay to the
order Pedro E.  Racelis,  a Hawaii  resident  ("Lender"),  the  principal sum of
Thirty  Thousand  and  00/100  Dollars  ($30,000.00),  or the  aggregate  unpaid
principal  amount of all advances made by Lender to Maker  pursuant to the terms
of that certain  Revolving Line of Credit  Agreement  (the "Loan  Agreement") of
even date herewith,  whichever is less,  together with interest thereon from the
date each advance is made until paid in full, both before and after judgment, at
the rate of 10 percent (10%)per annum, simple interest.


Maker shall pay accrued interest on the outstanding  principal balance under the
Note on a calendar  quarterly basis commencing on April 15, 2007, and continuing
on the fifteenth day of each calendar quarter thereafter until paid in full. The
entire unpaid  principal  balance,  together with any accrued interest and other
unpaid charges or fees hereunder,  shall be due and payable on December 31, 2007
(the "Maturity Date").


Prepayment  in whole or part may occur at any time  hereunder  without  penalty;
provided  that the  Lender  shall be  provided  with not less than ten (10) days
notice of the Maker's  intent to pre-pay;  and  provided  further  that any such
partial  prepayment  shall not operate to postpone or suspend the  obligation to
make,  and shall not have the  effect of  altering  the time for  payment of the
remaining balance of the Note as provided for above, unless and until the entire
obligation is paid in full. All payments  received  hereunder  shall be applied,
first, to any costs or expenses incurred by Lender in collecting such payment or
to any other  unpaid  charges or  expenses  due  hereunder;  second,  to accrued
interest; and third, to principal.


An event of  default  will  occur if any of the  following  events  occurs:  (a)
failure to pay any  principal or interest  hereunder  within ten (10) days after
the same becomes due; (b) if any representation or warranty made by Maker in the
Loan  Agreement or in  connection  with any  borrowing or request for an advance
thereunder,  or in any  certificate,  financial  statement,  or other  statement
furnished by Maker to Lender is untrue in any material  respect at the time when
made;  (c)  default  by Maker in the  observance  or  performance  of any  other
covenant or  agreement  contained  in the Loan  Agreement,  other than a default
constituting a separate and distinct  event of default under  Paragraph 7 of the
Loan  Agreement;  (d)  filing by Maker of a  voluntary  petition  in  bankruptcy
seeking  reorganization,  arrangement  or  readjustment  of debts,  or any other
relief under the Bankruptcy Code as amended or under any other insolvency act or
law,  state  or  federal,  now  or  hereafter  existing;  or  (e)  filing  of an
involuntary  petition  against  Maker  in  bankruptcy  seeking   reorganization,
arrangement or  readjustment  of debts, or any other relief under the Bankruptcy
Code as amended, or under any other insolvency act or law, state or federal, now
or  hereafter  existing,  and  the  continuance  thereof  for  sixty  (60)  days
undismissed, unbonded, or undischarged.


Any  notice or demand to be given to the  parties  hereunder  shall be deemed to
have been given to and received by them and shall be effective  when  personally
delivered or when  deposited in the U.S.  mail,



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certified or registered mail,  return receipt  requested,  postage prepaid,  and
addressed  to the  party  at his or its last  known  address,  or at such  other
address as the one of the  parties  may  hereafter  designate  in writing to the
other party.

The Maker hereof waives  presentment  for payment,  protest,  demand,  notice of
protest, notice of dishonor, and notice of nonpayment, and expressly agrees that
this Note,  or any payment  hereunder,  may be extended from time to time by the
Lender without in any way affecting its liability hereunder.

In the  event  any  payment  under  this Note is not made at the time and in the
manner  required,  the Maker agrees to pay any and all costs and expenses  which
may be incurred by the Lender hereof in connection  with the  enforcement of any
of its  rights  under this Note or under any such  other  instrument,  including
court costs and reasonable attorneys' fees.

This Note shall be governed by and construed and enforced in accordance with the
laws of the State of Colorado.

MAKER:

China Wireless Communications, Inc.


By:
    --------------------------------
Name:
       -----------------------------
Title:  PRESIDENT
      ------------------------------














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