EXHIBIT 10.39

            PROMISSORY NOTE DATED DECEMBER 11, 2006 IN THE AMOUNT OF
                      $4,800 PAYABLE TO MICHAEL A. BOWDEN







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No. 10                                                              $4,800.00USD

                       CHINA WIRELESS COMMUNICATIONS, INC.

                     Convertible Note Due DECEMBER 31, 2006


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  11,  2006 (the
"ISSUANCE DATE"),  and designated as its Convertible Note due December 31, 2006.
This NOTE has been issued under the terms and  provisions of the 8%  Convertible
Note Subscription Agreement dated as of December 11, 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 forty
eight  hundred  dollars (USD  $4,800.00),  on December  31, 2006 (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  one cents  ($0.021)  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.



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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 one cents
          ($0.021).

         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 to receive
                      after the happening of any of the events  described  above
                      that number and kind of shares as the  holders  would have
                      received had such Note been converted immediately prior to
                      the  happening  of such  event  or any  record  date  with
                      respect  thereto.  Any  adjustment  made  pursuant to this
                      subdivision  shall become effective  immediately after the

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                      close  of  business  on the  record  date in the case of a
                      stock  dividend  and shall  become  effective  immediately
                      after the close of business on the record date in the case
                      of   a   stock   split,   subdivision,    combination   or
                      reclassification.

             ii.      Any  adjustment  in the numbers of shares of Common  Stock
                      issuable  hereunder  otherwise required to be made by this
                      Section will not have to be made if such adjustment  would
                      not require an increase or decrease in one (1%) percent or
                      more in the number of shares of Common Stock issuable upon
                      conversion of the Note.

             iii.     Whenever  the  number of shares of Common  Stock  issuable
                      upon the  conversion  of the Note is  adjusted,  as herein
                      provided,  the Conversion  Price shall be adjusted (to the
                      nearest  cent)  by  multiplying   such  Conversion   Price
                      immediately  prior to such  adjustment  by a  fraction  of
                      which  the  numerator  shall be the  number  of  shares of
                      Common Stock  issuable  upon the  conversion  of this Note
                      immediately  prior to such  adjustment,  and of which  the
                      denominator  shall be the number of shares of Common Stock
                      issuable immediately thereafter.

    4.    The Issuer hereby expressly waives demand and presentment for payment,
          notice of nonpayment,  protest, notice of protest, notice of dishonor,
          notice of  acceleration  or intent to  accelerate,  and  diligence  in
          taking any action to collect amounts called for hereunder and shall be
          directly and primarily liable for the payment of all sums owing and to
          be owing hereon,  regardless of and without any notice, diligence, act
          or omission as or with respect to the  collection of any amount called
          for hereunder.

    5.    If one or more of the following  described  "Events of Default"  shall
          occur,

             i.       A trustee,  liquidator or receiver  shall be appointed for
                      the Issuer or for a  substantial  part of its  property or
                      business  without its consent and shall not be  discharged
                      within sixty (60) days thereafter; or

             ii.      Any   governmental   agency  or  any  court  of  competent
                      jurisdiction  at the instance of any  governmental  agency
                      shall  assume  custody  or  control  of the  whole  or any
                      substantial  portion  of the  properties  or assets of the
                      Issuer  and  shall  not be  dismissed  within  sixty  (60)
                      calendar days thereafter; or

             iii.     Bankruptcy   reorganization,   insolvency  or  liquidation
                      proceedings  or other  proceedings  for  relief  under any
                      bankruptcy  law or any law for the relief of debtors shall
                      be  instituted by or against the Issuer and, if instituted
                      against the Issuer,  Issuer  shall by any action or answer
                      approve  of,   consent  to  or   acquiesce   in  any  such
                      proceedings  or such  proceedings  shall not be  dismissed
                      within sixty (60) days thereafter; or

             iv.      The Issuer shall have failed to pay interest and principal
                      on the Maturity Date and such failure shall have continued
                      uncured for a period of fifteen  (15) days  following  the
                      Issuer's  receipt  of  notice  of such  default  from  the
                      Holder.


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              Then, or at any time thereafter,  and in each and every such case,
              unless such Event of Default  shall have been waived in writing by
              the Holder (which waiver shall not be deemed to be a waiver of any
              subsequent  default)  at  the  option  of  the  Holder  and in the
              Holder's  sole  discretion,  the  Holder  may  consider  this Note
              immediately due and payable,  without presentment,  demand protest
              or notice of any kind, all of which are hereby  expressly  waived,
              and Holder may immediately,  and without  expiration of any period
              of grace,  enforce any and all of the Holder's rights and remedies
              proved herein or any other rights or remedies  afforded by law. It
              is agreed that in the event of such  action,  such Holder shall be
              entitled  to  receive  all  reasonable  fees,  costs  and  expense
              incurred  in  connection   with   enforcing  the  rights   granted
              hereunder,  including without  limitation such reasonable fees and
              expenses of attorneys (if litigation in commenced).

    6.    In case any  provision  of this  Note is held by a court of  competent
          jurisdiction  to  be  excessive  in  scope  or  otherwise  invalid  or
          unenforceable, such provision shall be adjusted rather than voided, if
          possible,  so that it is enforceable  to the maximum extent  possible,
          and the validity and  enforceability  or the  remaining  provisions of
          this Note will not in any way be affected or impaired thereby.

    7.    The Holder  shall  have the right to include  all the shares of Common
          Stock underlying this Note (the  "REGISTRABLE  SECURITIES") as part of
          any  registration  of  securities  filed by the Issuer  (other than in
          connection with  transaction  contemplated by Rule 145(a)  promulgated
          under the Act or pursuant to Form S-8) and must be notified in writing
          of such filing; PROVIDED, however, that the Holder agrees it shall not
          have any piggy-back  registration  rights pursuant to this Note if the
          shares of Common Stock  underlying this Note may be sold in the United
          States  pursuant to the provisions of Rule 144. Holder shall have five
          (5)  business  days to notify the Issuer in writing as to whether  the
          Issuer  is to  include  Holder or note  include  Holder as part of the
          registration;  PROVIDED, HOWEVER, that if any registration pursuant to
          this Section shall be  underwritten,  in whole or in part, the Company
          may require that the  Registrable  Securities  requested for inclusion
          pursuant to this  Section be include in the  underwriting  on the same
          terms and  conditions as the securities  otherwise  being sold through
          the  underwriters.  If in the good faith  judgment of the  underwriter
          evidenced  in  writing  of such  offering  only a  limited  number  of
          Registrable Securities should be included in such offering, or no such
          shares  should  be  included,   the  Holder,  and  all  other  selling
          stockholders, shall be limited to registering such proportion of their
          respective  shares as shall  equal the  proportion  that the number of
          shares of  selling  stockholders  permitted  to be  registered  by the
          underwriter  in such offering  bears to the total number of all shares
          then held by all selling stockholders  desiring to participate in such
          offering.  Those  Registrable  Securities  which are excluded  from an
          underwritten  offering  pursuant to the  foregoing  provisions of this
          Section shall be withheld from the market by the Holder  thereof for a
          period,  not to  exceed  one  hundred  eight  (180)  days,  which  the
          underwriter  may reasonably  determine is necessary in order to effect
          such  underwritten  offering.  The  Issuer  shall  have  the  right to
          terminate  or withdraw  any  registration  initiated  by it under this
          Agreement prior to the effectiveness of such  registration  whether or
          not  any  Note   holder   elected  to  include   securities   in  such
          registration.  All  registration  expenses  incurred  by the Issuer in




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          complying with this Agreement  shall be paid by the Issuer,  exclusive
          of underwriting discounts, commissions and legal fees and expenses for
          counsel to the Holder of this Note.

    8.    Neither  this  Note  nor any  terms  hereof  may be  amended,  waived,
          discharged or terminated other than by a written  instrument signed by
          the Issuer and the Holder.  Any capitalized  terms shall have the same
          meaning as given in the Agreement. In the event of any inconsistencies
          between this Note and the Agreement, the Agreement shall control.

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

    10.   This Note, together with all documents  referenced herein,  embody the
          entire  agreement and  understanding  between the parties  hereto with
          respect to the subject  matter hereof and  supersedes all prior all or
          written  agreements and  understandings  related to the subject matter
          thereof. No statement, representation, warranty, covenant or agreement
          of any kind not  expressly  set forth in this Note or Agreement  shall
          affect, or be used to interpret, change or restrict, the express terms
          and provisions of this Note.

IN WITNESS  WHEREOF,  the Issuer has caused this Note to be duly  executed by an
officer thereunto duly authorized.


China Wireless Communications, Inc.         Holder:



------------------------------------        ------------------------------------
Name: Pedro E. Racelis III                  Name:  Michael A Bowden

Title: PRESIDENT
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Date:                                       Date:
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