EXHIBIT 10.7

                              SEPARATION AGREEMENT

     This SEPARATION AGREEMENT (hereinafter "Agreement") is entered as of the
31st day of August 2003, by and between Phillip Allen (who shall be, in his own
right and on behalf of his heirs, executors, administrators, legal
representatives, successors and assigns, and any other person or entity acting
through him, or on his behalf, collectively, hereinafter referred to as
"Allen"), and China Wireless Communications, Inc. (which, together with its
predecessors, successors, China Wireless, subsidiaries, affiliates, and related
entities, and their respective present and former trustees, officers, directors,
employees, agents, attorneys, successors and assigns shall be hereinafter
referred to as "China Wireless).

                                   WITNESETH:

     WHEREAS, Allen had been employed by China Wireless as President and Chief
Executive Officer (hereinafter referred to as the "Employment Relationship");
and

     WHEREAS, the parties wish to discontinue such relationship they may have
together.

     NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter provided, and the actions taken or to be taken pursuant thereto,
China Wireless and Allen agree as follows:

     1.   In consideration for the promises made herein by Allen, and
          performance of the actions to be taken pursuant thereto, (a) China
          Wireless shall pay to Allen the aggregate amount of Thirty Thousand
          Dollars and no cents ($30,000) (hereinafter referred to as the
          "Severance Benefits") as follows: Five Thousand ($5,000) Dollars on or
          before the close of business on August 31, 2003 (less an amount
          mutually agreed to amongst the parties relating to certain office rent
          and furniture); Ten Thousand ($10,000) Dollars within five business
          days after China Wireless has received an additional equity/debt
          financing exceeding Five Hundred Thousand ($500,000) Dollars; and Five
          Thousand ($5,000) Dollars per month for three months payable on or
          before the fifth day of each month commencing October 2003 and
          expiring on the third month thereafter (which amounts shall represent
          China Wireless' total and only payment to Allen in connection with the
          Employment Relationship, any acts, events, transactions or omissions
          occurring in relation to the Employment Relationship or the
          termination thereof).

          Allen agrees to release China Wireless, and those individuals set
          forth in the definition of China Wireless, individually and in their
          official capacities, from any and all causes of action, claims or
          damages of any kind or nature, including but not limited to all
          matters arising our of this Employment Relationship. This release
          includes, if at any later date it is claimed or determined by the
          Internal Revenue Service, any other taxing authority or a court of
          competent jurisdiction that any additional sum should have been
          withheld or deducted from any portion of the Severance Benefits, Allen
          acknowledges and agrees that the payment of any taxes, interest or
          penalty thereby determined to be due shall be Allen's sole
          responsibility, except for the employer's share of any withholding due
          an employer including but not limited to: Medicare Tax and FICA
          contribution. Allen hereby covenants and agrees to indemnify China
          Wireless and hold it harmless from and against the assessment of any
          economic advantage.

          Allen waives all claims for compensation, wages, bonuses, commissions,
          or benefits (except those benefits that are vested and accrued) of any
          kind of nature; any claims for discrimination in employment under any
          federal, state, or local statue, law, regulation or ordinance,
          including but not limited to Title VII of the Civil Rights Act of
          1964, as amended, the federal Age Discrimination in employment Act ,
          as amended, Section1981 of the Civil rights Act of 1866, as amend, the
          Americans with Disabilities Act, as amended, the Older Workers
          Benefits Protection Act, as amended, the Colorado State Human Rights

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          Law, and any injury or loss of any kind whatsoever, regardless of
          whether such claims are past or present, personal or representative,
          known or unknown, arising out of any event, occurrence or omission to
          date, and expressly including without limitation any claim or
          liability arising our of in connection with or in relating to the
          Employment Relationship, the termination of the Employment
          Relationship or aftermath thereof, or to any allegations,
          transactions, Allen has or may or might have against China Wireless
          arising out of any occurrences, event, transaction or omission arising
          on or before the date of this Agreement, including claims for
          attorney's fees or costs or expense incurred by him.

     2.   Allen is eligible for these Severance Benefits provided: (a) Allen
          does not, directly or indirectly through a third party, interfere with
          any of China Wireless businesses, employees, contractors, and/or
          clients (except as allowed pursuant to the terms herein), (b) Allen
          fully cooperates with China Wireless in any ongoing business matters
          where his services are required (at such mutually agreeable reasonable
          times as set forth in Section 3(h) below), and (c) that it is not
          discovered that Allen has breached his fiduciary duty to China
          Wireless, committed illegal acts, gross negligence and/or fraud
          during, and in connection with the Employment Relationship. Allen
          agrees that China Wireless will have the right to seek repayment of
          the Severance Amount if he fails to satisfy any one of the following
          conditions, or breaches any representation, covenant or warranty he
          has made herein.

     3.   In further consideration for the Severance Benefits set forth in this
          letter, Allen agrees to the following special provisions:

               (a)  that for a period of 24 months following the date of this
                    Agreement Allen will keep in confidence and will not, except
                    as specifically authorized in writing by China Wireless,
                    disclose to or use for the benefit of any third party, any
                    confidential or proprietary information about China Wireless
                    or its customers or clients which Allen acquired, developed
                    or created by reason of the Employment Relationship;

               (b)  that for a period of 24 months following the date of this
                    Agreement Allen will not, directly or indirectly through a
                    third party, solicit, influence, induce, recruit or cause
                    any employee or consultant of China Wireless, to terminate
                    his or her employment with China Wireless, or cause such
                    employee to be employed or retained by, or perform services
                    for, Allen;

               (c)  That for a period of 12 months following the date of this
                    Agreement Allen will not directly, or indirectly through a
                    third party, solicit, influence, induce, or contact any
                    China Wireless' clients/customers;

               (d)  That for a period of 12 months following the date of this
                    Agreement Allen will not, directly or indirectly through a
                    third party, solicity, influence, induce, or contact any
                    potential clients/customers of China Wireless;

               (e)  That he will not, directly or indirectly through a third
                    party, make any statement, publish any statement, or issue
                    any communication, written or otherwise, to or in the media
                    (or any representation thereof) or otherwise, including but
                    not limited to print, television, radio and internet, or to
                    any other person including but not limited to China
                    Wireless' employees, business associates, clients,
                    customers, and /or contractors, that refers negatively to
                    the name, reputation, practices or operations of China
                    Wireless, or that reflects adversely on or encourages any
                    adverse action against China Wireless;

               (f)  That he will not, directly or indirectly through a third
                    party, make any statement, publish any statement, or issue
                    any communication, written or otherwise, to or in the media
                    (ore any representation thereof), including but not limited
                    to print, television, radio and the internet, or to any
                    other person including but not limited to China Wireless's

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                    employees, business associates, clients, customers, and/or
                    contractors, that interfere with the business practices or
                    operations of China Wireless;

               (g)  That, upon reasonable notice and without the necessity of
                    China Wireless obtaining a subpoena or court order, Allen
                    will provide information and/or assistance to China Wireless
                    or its designee and make himself available to China Wireless
                    or its designee at reasonable times and on a reasonable
                    basis in connection with the investigation and/or defense of
                    any claims asserted against China Wireless as to which Allen
                    may have relevant information; this includes but is not
                    limited to furnishing relevant information and materials to
                    China Wireless, and providing testimony at depositions and
                    at trial.

               (h)  That for a period commencing on the date of this Agreement
                    and expiring January 3, 2004, Allen will consult for China
                    Wireless at the direct behest and direction of the Board of
                    Directors of China Wireless (at such mutually agreeable
                    times and locations); and

               (i)  That he acknowledges, covenants, agrees, and/or represents
                    as follows:

                    i.   He shall not seek unemployment benefits;

                    ii.  He will not to disclose the terms, contents or
                         execution of this Agreement except as required by law
                         or to his immediate family, attorney, or tax advisor;

                    iii. He understands that by signing this Agreement, he is
                         providing a complete waiver of all claims (subject to
                         the terms and conditions of this Agreement) that may
                         have arisen, whether known or unknown, up until the
                         time this Separation Agreement is executed by him;

                    iv.  He hereby waives, release and forever relinquishes any
                         and all rights or claims to employment with China
                         Wireless;

                    v.   To the extent permitted by applicable state and federal
                         laws and statutes, he will not in any way voluntarily
                         assist, aid or participate in the pursuit of any claims
                         or actions brought by anyone against China Wireless;

                    vi.  By signing and returning this Agreement, Allen
                         represents and acknowledges, under penalty of perjury,
                         that he:

                         1.   has carefully read this Agreement in its entirety
                              and fully understands the terms thereof;

                         2.   is entering into this Agreement voluntarily and
                              without coercion and with knowledge that he is
                              releasing and waiving valuable claims that he has
                              or believes he may have against China Wireless;

                         3.   has been given the time required by applicable
                              laws to review and consider this Agreement;

                         4.   has been advised by competent counsel of his own
                              selection as to the meaning and significance of
                              this Agreement, the general release contained
                              therein, and all of the terms of this Agreement;

                         5.   is giving this release of claims in return for
                              good and valuable consideration;

<PAGE>

                         6.   has not, directly or indirectly through a third
                              party, made any statement, published any
                              statement, or issued any communication, written or
                              otherwise, to or in the media (or any
                              representative thereof) or otherwise, including
                              but not limited to print, television, radio and
                              the internet, or to any other person including but
                              not limited to China Wireless' employees, business
                              associates, clients, customers, and/or
                              contractors, that refer negatively to the name,
                              reputation, practices or operations of China
                              Wireless, or that reflects adversely on or
                              encourages any adverse action against China
                              Wireless; and

                         7.   he has not, directly or indirectly through a third
                              party, made any statement, publish any statement,
                              or issue any communication, written or otherwise,
                              to or in the media (or any representative
                              thereof), including but not limited to print,
                              television, radio and the internet, or to any
                              other person including but not limited to China
                              Wireless' employees, business associates, clients,
                              customers, and/or contractors, that will interfere
                              with the business practices or operations of China
                              Wireless.

                    vii. by entering into this Agreement, he is not relying upon
                         any oral or written promise(s) or statement(s) made by
                         anyone at any time on behalf of China Wireless;

                    viii.he has destroyed, and does not possess, and has not
                         given to a third party, any information which is
                         proprietary to China Wireless contained on any laptop,
                         and/or computer he possesses;

                    ix.  he has reached an amicable resolution to any claims
                         Henry Zaks may or may not have against China Wireless;

                    x.   commencing on the date China Wireless was created he:

                         1.   acted in the best interest of China Wireless;

                         2.   did not commit any illegal and/or fraudulent acts;

                         3.   did not commit any acts of gross negligence; and

                         4.   did not commit any material misstatements to China
                              Wireless' accountants, auditors, counsel, and/or
                              third parties.

                    xi.  he confirms his resignation as President, Chief
                         Executive Officer, Chairman of the Board, and a member
                         of the Board of Directors of China Wireless effective
                         as of August 15, 2003;

                    xii. he has assumed and taken full responsibility for any
                         and all claims the following individuals may or may not
                         have against China Wireless: Catherine Shrode (sole as
                         it relates to claims pertaining to actions of Allen),
                         Henry Zaks, Buck Krieger, Pat Shuster, and Bob Zappa
                         (including affiliates of each of the foregoing), except
                         as such claims relate to current documents notes
                         payable to China Wireless.

                    xiii.He has entered into the voting agreement annexed
                         hereto and made a part of.

<PAGE>

     Allen agrees that damages in the event of breach of any of the above
special provisions would be difficult to ascertain, and it is therefore agreed
that, in addition to and without limiting any other remedy or right China
Wireless may have, China Wireless shall have the right to an injunction or other
equitable relief in any court of competent jurisdiction enjoining any such
breach or prospective breach. The existence of this right shall not preclude any
other rights and remedies at law or in equity. Allen also agrees that China
Wireless shall be entitled to any legal fees, costs and disbursements it incurs
in the enforcement of its rights in connection with these special provisions.

     4.   Within five business days after the execution of this Agreement by all
          parties Allen agrees to surrender, return, terminate and cancel all
          right, title and interest in 500,000 shares of China Wireless Common
          Stock presently owned by Allen. China Wireless agrees to pay all fees
          incurred from its transfer agent in connection with such action.

     5.   In the event a court of competent jurisdiction rules that any
          provision of this Agreement is invalid, illegal or unenforceable, such
          a ruling shall not affect the validity or enforceability of any other
          provision of this Agreement. In the event a court of competent
          jurisdiction rules that any provision of this Agreement is overbroad,
          or over reaching etc. then such court shall narrow the scope and/or
          breadth of such provision, and such a ruling shall not affect the
          validity or enforceability of any other provision of the Agreement.

     6.   This Agreement includes all of the agreements between Allen and China
          Wireless in connection with the Employment Relationship, and
          supersedes any such prior agreements or representation, and all of
          such prior agreements shall be deemed null and void.

     7.   Notwithstanding anything contained herein to the contrary, the parties
          agree that this Agreement in no way limits China Wireless' ability to
          seek recourse from Allen for any material misstatements to China
          Wireless' accountants, auditors, counsel, and/or third parties,
          illegal, grossly negligent, and/or fraudulent actions, or actions
          which were not in the best interests of China Wireless during the time
          that Allen was employed by China Wireless.

     8.   China Wireless represents and agrees as follows:

               (a)  It will not, directly or indirectly through a third party,
                    make any statement, publish any statement, or issue any
                    communication, written or otherwise, to or in the media (or
                    any representation thereof) or otherwise, including but not
                    limited to print, television, radio and internet, or to any
                    other person including but not limited to Allen, any
                    employees, business associates, clients, customers, and/or
                    contractors, that refers negatively to the name, reputation,
                    practices or operations of Allen, or that reflects adversely
                    on or encourages an adverse action against Allen;

               (b)  It will not, directly or indirectly through a third party,
                    make any statement, publish any statement, or issue any
                    communication, written or otherwise, to or in the media (or
                    any representative thereof), including but not limited to
                    print, television, radio and the internet, or to any other
                    person including but not limited to Allen's employees,
                    business associates, clients, customers, and/or contractors,
                    that interferes with the business practices or operations or
                    Allen; and

               (c)  It will not disclose the terms, contents or execution of
                    this Agreement except as required by law or to its attorney
                    or tax advisor;

     9.   Allen acknowledges that he has been given such time as is required by
          applicable laws from receipt of this Agreement to consider its meaning
          and determine whether he wishes to sign it. Allen may revoke this
          Agreement within seven (7) calendar days from the date he signs it, in
          which case this agreement shall be null and void and of no force or
          effect on either Allen or China Wireless. Any revocation must be in

<PAGE>

          writing and received by China Wireless on or before the seventh day
          after this Agreement is signed by Allen. Such revocation must be sent
          to:

                                   Jeffrey M. Stein, Esq.
                                   Berkman, Henoch, Peterson & Peddy, P.C.
                                   100 Garden City Plaza
                                   Garden City, New York 11530

     10.  All disputes by any party relating to this Agreement ("Disputes")
          shall be submitted to, and determined by, arbitration if good faith
          negotiations among the parties do not resolve such claim, dispute or
          other matter within 30 days. Such arbitration shall proceed in
          accordance with the Commercial Arbitration Rules of the American
          Arbitration Association then pertaining (the "Rules"), insofar as such
          Rules are not inconsistent with the provisions expressly set forth in
          this Agreement, unless the parties mutually agree otherwise, and
          pursuant to the following procedures:

               (a)  Notice of the demand for arbitration shall be filed in
                    writing with other party or parties to such Dispute and with
                    the American Arbitration Association. Each party to such
                    Dispute shall appoint an arbitrator, and those appointed
                    arbitrators shall appoint a third neutral arbitrator within
                    10 days. If the appointed arbitrators fail to appoint a
                    third, neutral arbitrator within 10 days, such third,
                    neutral arbitrator shall be appointed by the American
                    Arbitration Association in accordance with the Rules. A
                    determination by a majority of the panel shall be binding.

               (b)  Reasonable discovery shall be allowed in arbitration.

               (c)  All proceedings before the arbitrators shall be held within
                    the State of Colorado. The governing law shall be the laws
                    of Colorado for contacts wholly executed, delivered and
                    performed within Colorado.

               (d)  The costs and fees of the arbitration, including attorneys'
                    fees, shall be allocated by the arbitrators.

               (e)  The award rendered by the arbitrators shall be final and
                    judgment may be entered in accordance with applicable law
                    and in any court having jurisdiction thereof.

     11.  Allen releases, discharges, terminates and waives all claims against
          China Wireless and its officers and directors, their estates, heirs,
          executors, administrators, personal representatives and affiliates
          form and against any and all claims, counterclaims, actions, or causes
          of action whether asserted or unasserted and whether known or unknown
          which Allen has possessed or may possess up until the time of the
          execution of this Agreement.

     China Wireless releases, discharges, terminates and waives all claims
     against Allen from and against any and all claims, counterclaims, actions
     or causes of action whether asserted or unasserted and whether known or
     unknown which China Wireless has possessed or may possess up until the time
     of the execution of this Agreement, based upon all disclosed non-fraudulent
     acts of Allen in the normal course of business (except those claims which
     have not been released and have been assumed by Allen set forth herein).

     12.  Allen agrees to indemnify and hold harmless China Wireless and each
          officer, and director of the other or person, in any, who controls
          China Wireless within the meaning of the Securities Act against any
          losses, claims, damages or liabilities, joint or several (which shall,
          for all purpose of this Agreement, include, but not be limited to, all
          costs of defense and investigation and all attorneys' fees), to which
          such party may become subject, insofar as such losses, claims, damages
          or liabilities (or actions in respect thereof) arise out of or are
          based upon claims by Henry Zaks (resident of Wisconsin), Buck Krieger,

<PAGE>

          and/or Bob Zappa (both residents of the State of Colorado) that are
          not released by this Agreement. The foregoing shall not include claims
          relating to current documented notes payable by China Wireless held by
          any of the foregoing individuals.

     13.  Parties agree that China Wireless shall be responsible for rent on the
          offices located at 7365 Village Square Drive #1611, Castle Rock,
          Colorado 80108 only through the date in which Allen has previously
          changed the locks on such location and Allen shall be responsible for
          any additional rent owed on such location for all periods thereafter.
          Payment for such rent and for such furniture in such premises to be
          mutually agreed upon and made as set forth in Section 1 above.

     14.  This Agreement may be executed in multiple counterparts, and each
          counterpart when taken together shall be treated as a single and
          entire document and be admissible in evidence as a duplicate original.


     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year written below.

     China Wireless:                               Allen:
     ---------------                               ------
     China Wireless Communications, Inc.           Phillip Allen



     By: /s/ BRAD WOODS                            /s/ PHILLIP ALLEN
        --------------------------------           -----------------------------
        Name:  Brad Woods
        Title: Chief Financial Officer


     Dated:  September 15, 2003                    Dated:  September 8, 2003

     Sworn to before me this                       Sworn to before me this
     15th day of September 2003                    8th day of September 2003



     --------------------------                    ------------------------
     Notary Public                                 Notary Public