EXHIBIT 10.24


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No. 2                                                                 $73,059.35

                       CHINA WIRELESS COMMUNICATIONS, INC.

                      Convertible Note Due OCTOBER 2, 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 May 3, 2006 (the  "ISSUANCE
DATE"),  and designated as its  Convertible  Note due October 2, 2006. This NOTE
has been  issued  under the  terms and  provisions  of the 8%  Convertible  Note
Subscription  Agreement  dated as of May 3, 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 seventy
three  thousand  fifty nine dollars and thirty five cents (USD  $73,059.35),  on
October 2, 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 five  cents
($0.05) 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 five Cents ($0.05).

          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 close of business
                  on the record date in the case of a stock  dividend  and shall
                  become  effective  immediately  after the


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                  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:



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

Title: PRESIDENT
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Date:                                       Date:
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