EXHIBIT
10.1

     

    FLYBIT
ACQUISITION AGREEMENT

     

    Between

     

    Mr. ZHAOHUI ZENG
(“Seller”)

    Residential
Address: #802 Runheng Plaza Futian Shenzhen, China

     

    And

     

     ANV SECURITY GROUP (ASIAN)
CO.,  LTD (“Buyer”)

    Registered
Address: 11/F, AXA Center, 151 Gloucester Road, Wanchai, HongKong

    Legal
representative: WEIXING WANG

    Tel:
001-604-277-6626, Fax: 001-604-277-6627

     

    Target
Company: FLYBT INTERNATIONAL LTD.(short as “Target”)

    Registered
at:  HongKong

    Office
Location:  Shenzhen, China

    Tel:
0755-8294-0086

    Fax:
0755-8299-5066

     

    RECITALS

     

    
      	
               
      

            	
              1.

            	
              FLYBT
      INTERNATIONAL LTD(“Target”) was founded in Aug. ,2008 by Zhaohui
      Zeng(Seller), Canadian Citizen, and registered in Hong Kong, which focused
      on developing and selling mobile video security system, M2M solutions.
      Target is located in #3601 Building A Lian He Guangchang, 5022 Binghedadao
      Futian Shenzhen, China. There are 15 employees, among them 7 software
      engineers and 5 for hardware, 3 for administration and
      finance.  As of Dec 31, 2009 the total investment amount was 3
      million RMB.

            


    

     

    Business
scope:  (1) ODM:  the Target is designated as the designer
and manufacturer by Panasonic Mobile Video department which earns 70% of the
mobile camera global market. (2)  Self-Intellectual Property Products:
starting to sell in June, 2009, and reach the sells amount of 600
sets.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Patent
Technologies:  two patents have been applied in China:  (1)
Mobile DVR controlling system. (2) Mobile Power outage protection
system

     

    
      	
               
      

            	
              2.

            	
              The
      business operation of the Target is going normally without any debts
      (including bank loan, lien, private loan, and account payable), no arrears
      of wages and welfare, and no other debts, without any Legal
      disputes.

            


    

     

    
      	
               
      

            	
              3.

            	
              Seller
      holds 100% share of the Target, and has the 100% rights to deal with the
      shares of the Target.

            


    

     

    
      	
               
      

            	
              4.

            	
              Buyer
      is an America Company listed in OTCBB, total stock share: 33,190,071, the
      current stock trade price is $0.75.

            


    

     

    
      	
               
      

            	
              5.

            	
              Buyer
      has completed the due-diligence investigation of the Target, and
      basically satisfied with the investigation
  results.

            


    

     

    
      	
               
      

            	
              6.

            	
              Seller
      agrees to sell 100% shares of the Target to Buyer, and Buyer agrees to
      receive 100% shares of the Target.

            


    

     

    NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound hereby, the
parties agree as follows:

     

    ARTICLE
1.     Purchase Object

     

    
      	
            	
              1.1

            	
              This
      is the agreement to Purchase and Sell 100% of the Target share stake. All
      the other verbal or written agreements should follow on the terms and
      subject to the conditions contained in this
  Agreement.

            


    

     

    
      	
            	
              1.2

            	
              Seller
      agrees to sell to Buyer 100% shares of the Target, all of Seller’s right,
      title and interest. Buyer agrees to receive 100% shares of the Target and
      all right and title and interest complying with the terms and conditions
      contained in this Agreement.

            


    

     

    
      	
            	
              1.3

            	
              The
      purchase price and payment terms are defined in Article 4; this is the
      only document to follow for Seller and
Buyer.

            


    

     

    ARTICLE
2.     Manner of Purchase

     

    
      	
            	
              2.1

            	
              To
      reduce the transaction cost and risks, the purchase will be completed by
      one-time deliver. After the agreement is signed by both parties, the
      transaction of 100% shares of the Target will be done between the Seller
      and Buyer by the deadline of Feb 1st,
      2010. If special circumstances happen, supplemental Agreement will be
      signed.

            


    

     

    
      	
            	
              2.2

            	
              To
      continue performing the contract between Panasonic and Target and
      stabilizing R&D team, agreed by both parties, only the name of the
      share holder of the Target will be changed to be Buyer, the name and
      office location of the Target will be kept the same as
      original.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              2.3

            	
              After
      the transaction, the headquarters of the Buyer will be in charge of
      management of the Target. The business goals and tasks will be assigned to
      Target by the Buyer.

            


    

     

    ARTICLE
3.     Purchase Price

     

    
      	
            	
              3.1

            	
              Agreed
      by Seller and Buyer, the purchase price of the 100% shares of the Target
      will be RMB15 million.

            


    

     

    
      	
            	
              3.2

            	
              The
      purchase price, RMB15 million is subject to the following terms and
      conditions: item 3.2.1 to item
3.2.5:

            


    

     

    
      	
               
      

            	
              3.2.1

            	
              ODM:  Among
      the 6 models of the Mobile DVR for Panasonic, 2 of them should be able to
      put into batch production and export to Japan. (priced as RMB5
      million)

            


    

     

    
      	
               
      

            	
              3.2.2

            	
              Self-Intellectual
      Property Products: 2 series Mobile DVR(FB6001, FB6002) will be able to
      sell in domestic and overseas market and with customer recognition.(priced
      as RMB 5 million)

            


    

     

    
      	
               
      

            	
              3.2.3

            	
              Patents:
      2 patents of DVR technologies should be approved by Chinese Patent Office
      and 2 years protection. (Priced as RMB 5
  million)

            


    

     

    
      	
               
      

            	
              3.2.4

            	
              Finance:
      Target has no any debts (including bank loan, lien, private loan, and
      account payable), no arrears of wages and welfare, and no other
      debts.

            


    

     

    
      	
               
      

            	
              3.2.5

            	
              Legal:
      Target has no any Legal disputes(including already on file, has not yet
      indicted or potential)

            


    

     

    
      
        	
              	
                3.3

              	
                By
      the date of Dec 31st,
      2010, if Target fails to meet the 5 terms above, Buyers has the right to
      require Seller to:

              


      

    

     

    
      	
               
      

            	
              3.3.1

            	
              Refund
      the purchase price: refund corresponding value in cash or shares for the
      item3.2.1 to item 3.2.3 whichever has not been
  met.

            


    

     

    
      	
               
      

            	
              3.3.2

            	
              Settlement
      of debts: pay back the operation debt happened during the
      year.

            


    

     

    
      	
               
      

            	
              3.3.3

            	
              Legal
      liability: take all the legal liabilities arose during the
      year.

            


    

     

    
      	
            	
              3.4

            	
              if
      the target company at December 31, 2010 fails to comply with above five
      provisions of the agreement after Seller’s examination, Seller can still
      be relieved of responsibility only under the following
      circumstances:

            


    

     

    
      	
               
      

            	
              3.4.1

            	
              Force
      Majeure: In case of any party to this Agreement encounters subject matter
      beyond the control, thereby directly or indirectly cause any delay or
      inability to perform part of this agreement or all of the terms, then they
      can be relieved from its responsibility in the following scope. Such
      subject matter, including but not limited to: natural disasters, wars,
      embargoes, sanctions, financial panic, prohibit the import or export,
      major customer changes, or other similar or not similar to the above
      reasons rather than the party or both parties have control. As a result of
      the subject of a written notice of force majeure, the affected party shall
      be served on the other at a reasonable
pace.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              3.4.2

            	
              Buyer
      fails to timely and effective enough to provide necessary conditions
      mentioned by the provisions of this agreement to Seller, including but not
      limited to: the necessary human resource, capital etc, leading to
      production delay, lower customer satisfaction,
  etc.;

            


    

     

    ARTICLE
4.     Manner of Payment

     

    
      	
            	
              4.1

            	
              Both
      parties agreed to: Buyer according to the most preferential price of $0.50
      U.S. dollars per share to issue 3 million additional shares of common
      stock, amounting to 1.5 million U.S. dollars (equivalent to 10 million
      RMB), and 5 million RMB in cash paid to the Seller as value of the target
      company's 100 % stake in the
transfer.

            


    

     

    
      	
            	
              4.2

            	
              After
      both parties sign the agreement of this equity transfer, Seller shall
      complete the target company's intellectual assets and financial accounts
      of summary order before January 31, 2010. Buyer will assign technical
      professional and finance staff review the provision of technical assets
      report and financial report to make sure they are accurate. Both parties
      tentatively scheduled to change Target share holder on February 1, 2010 at
      Hong Kong Companies Registry Office, within one month Buyer will arrange
      America accountants to audit and inspect inventory of assets; Any party
      stops in the halfway will be deemed as the serious violation
      of  the agreement, unless for the reason of under this agreement
      or confirmed by both parties for other
reasons.

            


    

     

    
      	
            	
              4.3

            	
              After
      the America Accountants complete the target company's financial audit, if
      no major defects of technological assets, financial vulnerabilities and
      liabilities are found, RMB 5 million in cash will be paid to Seller by
      Buyer within 30 days,  and U.S. stock depositories will be
      notified to transfer the 3 million new shares issued to the Seller or
      other shareholders designated by Seller, shareholders need to provide
      proof of their legal status and the proof of being the shareholder of the
      Seller.

            


    

     

    
      	
            	
              4.4

            	
              Buyer
      agrees to pay Seller 30,000 U.S. dollars as deposit before to process the
      procedures of handling the shareholders. If this transaction can not be
      completed within 90 days due to Buyer, Buyer will be treated as breach of
      contract, and therefore unconditionally to abandon the acquisition
      behaviour, and has no right to claim back the
  deposit.

            


    

     

    ARTICLE
5.     Audit and Check

     

    
      	
            	
              5.1

            	
              After
      the both parties sign the Agreement, when Seller completes internal audit
      of the technology asset, finance and legal affairs, Buyer will assign
      America technical professionals, Accountants, Lawyers and stock dealer etc
      to carry out audit of technologies asset, finance, and legal
      investigations and on site inspection. Buyer should cooperate with the
      audit procedures and provide audit team with a variety of licenses, and
      all original documents and technical documentation of finances, assets,
      contracts to meet the audit work.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
            	
              5.2

            	
              After
      the Agreement is signed, and America audit team complete the audit of
      technologies, finance and legal investigation, if the target company is
      found to meet  requirements of item3.2.1, 3.2.2, 3.2.3, 3.2.4,
      3.2.5, Audit costs will be borne by Buyer. Or if the America audit team
      find that the target company has serious technical or financial frauds,
      all audit fees and audit team's travel costs will be borne by Seller, and
      Buyer has the right to unconditionally renounce the acquisition, and must
      not bear any legal responsibility.

            


    

     

    ARTICLE
6.     Transfer of legal formalities

     

    
      	
            	
              6.1

            	
              Both
      parties confirmed the effective date of the shareholders changes of the
      target company in Hong Kong will be the handover
  day.

            


    

     

    
      	
            	
              6.2

            	
              Since
      the day of the handover day, Seller should handover all the documents and
      information to Buyer and work together
properly

            


    

     

    Handover:

     

    
      	
               
      

            	
              6.2.1

            	
              A
      true and complete list of assets and financial statements of the target
      company

            


    

     

    
      	
               
      

            	
              6.2.2

            	
              Completed
      list of the technical document and information including products design,
      products specifications, manufacturing process and technique, and it is
      guaranteed that these documents and information are true, accurate and
      completed.

            


    

     

    
      	
               
      

            	
              6.2.3

            	
              Sales
      channels, customer information and the sales contracts which have not yet
      completely fulfilled and the rights under the
  contracts;

            


    

     

    
      	
               
      

            	
              6.2.4

            	
              Raw
      material supply channel and details of raw material
    suppliers;

            


    

     

    
      	
               
      

            	
              6.2.5

            	
              inventory
      of raw materials and finished
goods;

            


    

     

    
      	
               
      

            	
              6.2.6

            	
              Trademark,
      proprietary technology and patents

            


    

     

    
      	
            	
              6.3

            	
              Since
      the date of handover date, Buyer Board of Directors will appoint and
      assign a new target company's board members, management team and related
      personnel stationed in the target company participate in operation,
      management, in principle, to keep the existing management team
      unchanged.

            


    

     

    
      	
            	
              6.4

            	
              The
      cost incurred during the share transfer and registration formalities apply
      to Hong Kong law will be borne by Seller in accordance with relevant legal
      provisions.

            


    

     

    
      	
            	
              6.5

            	
              Either
      party fails to fulfill its obligations according to the agreement shall be
      deemed to breach of contract, therefore bear the responsibility for breach
      of contract according to the provisions of Article 8 of this
      Agreement.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
7.     Representations and Warranties

     

    
      	
            	
              7.1

            	
              Legally
      qualified

            


    

     

    
      	
               
      

            	
              7.1.1

            	
              Seller
      ensure that the target company is established in accordance with the laws
      of Hong Kong and effectively to survival, with their normal legitimate
      business license and all the required government approval, certificates
      and permits in order to be able to operate within the business scope of
      license.

            


    

     

    
      	
               
      

            	
              7.1.2

            	
              Seller
      guarantees that Seller is legally holder or has full legal authority to
      dispose of the equity stake defined under this Agreement Article 1. Seller
      guarantees this share under transferring has not been set any form of
      mortgage and other rights restrictions, any recourse from any third party;
      otherwise, Seller will bear all the economic and legal responsibilities
      caused.

            


    

     

    
      	
               
      

            	
              7.1.3

            	
              Both
      parties have necessary rights and power to entered into and fulfill the
      agreement and to ensure that this agreement will be legally binding on
      both sides; and both parties has obtained all necessary authorization to
      sign and implement the agreement. Representatives from both parties are
      fully authorized to sign the agreement and therefore it is legally
      binding.

            


    

     

    
      	
            	
              7.2

            	
              Financial
      Issues.

            


    

     

    
      	
               
      

            	
              7.2.1

            	
              Seller
      has done the target company’s financial data and accounting statements of
      a comprehensive, truthful, and accurate disclosure to Buyer and ensure
      that the target company's assets and liabilities covered by this agreement
      is  true, complete, without omissions, and there is no
      misleading statements.

            


    

     

    
      	
               
      

            	
              7.2.2

            	
              Seller
      has never been on the status of making any false or misleading statements
      to Buyer regarding to the company's assets, business status or business
      prospects.

            


    

     

    
      	
            	
              7.3

            	
              Company
      Assets

            


    

     

    
      	
               
      

            	
              7.3.1

            	
              Seller
      ensures that the target company is not involved in any unclosed or likely
      occurring litigation, arbitration, administrative penalties or other legal
      proceedings which will against the target company as one party or lead to
      restriction of the target company and its property, and may impact the
      target company to fulfill its obligations under this
      Agreement.

            


    

     

    
      	
               
      

            	
              7.3.2

            	
              Seller
      ensures that addition to the target company, there is no any third party
      who has the rights for all of the assets of the target company, there is
      no any potential controversy or dispute for the target company property
      rights, nor is there any administrative, judiciary to compulsory
      acquisition of these assets, seizure, land acquisition, development and
      other proposals, notices, orders, decisions,
  etc.

            


    

     

    
      	
               
      

            	
              7.3.3

            	
              Seller
      guarantees to assume full responsibility for target company's liabilities,
      overdue wages and benefits, for any tax evasion happened prior to complete
      the share transfer procedures, and bring personal assets as
      security.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
            	
              7.4

            	
              Contract

            


    

     

    
      	
               
      

            	
              7.4.1

            	
              Seller
      stated that it had been informed and disclosed all fulfilling and will to
      perform contracts to Buyer before the signing of this
      Agreement.

            


    

     

    
      	
               
      

            	
              7.4.2

            	
              In
      addition to the contracts mentioned above, the target company has no any
      other obligations of or abnormal, non-normal trading contracts,
      agreements, etc.

            


    

     

    
      	
            	
              7.5

            	
              Seller
      commitment, Seller himself and the target company's core technical
      personnel (see attached list), upon completion of transfer of shares and
      assets will remain in Buyer as employees within 3 years. It will not be
      allowed without the approval of Buyer to leave or directly or indirectly
      engaged or even in part-time in completion fields of
  Buyer.

            


    

     

    
      	
            	
              7.6

            	
              After
      the handover of Target Company, Seller promised to actively cooperate with
      Buyer to ensure the smooth transition of the target company and in
      accordance with Buyer’s need to maintain the stability of technical and
      operational backbone.

            


    

     

    
      	
            	
              7.7

            	
              Seller
      ensure that between the time of the signing of this Agreement and the date
      of the target company's shareholders transferring the target company will
      not  conduct any investment, debt, external warranty, asset
      transaction.

            


    

     

    
      	
            	
              7.8

            	
              Seller
      ensures that in the days before the transferring the target company will
      comply with relevant laws and regulations requirements both in China and
      Hong Kong to operate.

            


    

     

    
      	
            	
              7.9

            	
              Buyer
      promised that after the completion of share transfer, Seller may appoint
      one director to the Group Board of Directors who can be involved in
      decision-making on major issues, and hire Seller on chief operating
      officer position in Buyer’s group (COO), with the salary in accordance
      with Buyer’s North America employees’
standard.

            


    

     

    
      	
            	
              7.10

            	
              Buyer
      promised to continue use of the target company's name and office address
      in China and ensure the target company's existing core staff wages in
      accordance with standard of Buyer’s group in China after handover
      procedures completion of the target
company.

            


    

     

    ARTICLE
8.     Liability for Breach of Agreement

     

    After
this agreement is signed officially:

     

    
      	
               
      

            	
              8.1

            	
              Either
      party in this Agreement fails to realize their commitments and pledges or
      made false commitments, or either party that violated the obligations
      under this Agreement has not taken any effective remedy when receiving
      written notice from other party within ten (10) days, the defaulting party
      shall bear the responsibility of compensation on its breach under this
      Agreement item 8.2.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              8.2

            	
              Breach
      of this Agreement, the party in breach should pay liquidated damages to
      the observant, liquidated damages by agreement will be 5% of the
      transactions base bid price.

            


    

     

    
      	
               
      

            	
              8.3

            	
              If
      Buyer breaches of the Agreement after completion of changing of the target
      company's shareholders, resulting that this transaction can not be
      implemented, Buyer has the responsibility to return the target company's
      100% stake to the Seller within ten (10) days of the written notice. The
      costs incurred during the transfer of the share transfer and registration
      formalities required apply to Hong Kong law will be borne by Buyer in
      accordance with relevant legal
provisions.

            


    

     

    ARTICLE
9.     Dispute and Application of Law

     

    
      	
               
      

            	
              9.1

            	
              This
      Agreement and performance comply with laws of Hong Kong SAR, China and
      based on interpretation of laws of Hong
Kong.

            


    

     

    
      	
               
      

            	
              9.2

            	
              Between
      the two parties arising from this Agreement or in connection with this
      Agreement, the dispute should first try to resolve through friendly
      consultation. If the dispute still can not be resolved after 60 days from
      the date of the occurrence of dispute by consultation, either party has
      the right to bring the dispute to the courts of Hong Kong for further
      action.

            


    

     

    ARTICLE
10.    Others

     

    
      	
            	
              10.1

            	
              In
      this equity transfer and delivery of assets prior to public disclosure in
      accordance with relevant provisions, persons from both parties
      participating in the equity transfer and delivery of assets bear the
      obligation of confidentiality of  anything covered by this
      Agreement, The persons concerned by any party bear all the responsibility
      for effects caused by the leak of this
  Agreement.

            


    

     

    
      	
            	
              10.2

            	
              If
      any one or more provisions of this Agreement in the applicable law be
      regarded as invalid, illegal or unenforceable, the remaining provisions of
      this agreement are still of validity, legality and enforceability, there
      will not be any effect or its effects will not be
  weakened.

            


    

     

    
      	
            	
              10.3

            	
              The
      original of this Agreement is in triplicate, one copy held by Seller,
      Buyer holds 2 copies. Each original has the same legal effect. Matters
      uncovered in this Agreement will be resolved through consultation between
      both parties.

            


    

     

    Signatures:

     

    Seller:  /s/
Zhaohui Zeng

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Buyer:  ANV
Security Group (Asia) Co. Ltd.(sealed)

    Representative:  /s/
Wilson Wang