WAIVER
      AND AMENDMENT TO SECURITIES PURCHASE AGREEMENT

    


    


    This
      WAIVER AND AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT (this “Waiver”)
      is made
      and entered into as of July 26, 2006 by and between China
      Security & Surveillance Technology, Inc.,
      a
      British Virgin Islands corporation 
      (the
“Company”),
      and
      the purchaser identified on the signature page hereto (the “Purchaser”).

    


    WHEREAS,
      the Company and the Investors (including the Purchaser) are parties to that
      certain Securities Purchase Agreement, dated as of July 6, 2006 (the
“Purchase
      Agreement”).
      All
      capitalized terms used and not otherwise defined herein shall have the
      respective meanings set forth in the Purchase Agreement and exhibits
      thereto;

    


    WHEREAS,
      Section 5.1(g) of the Purchase Agreement is a condition precedent to the Closing
      that requires the Company to publicly disclose via EDGAR in a Form 6-K that
      it
      has entered into a definitive, final and irrevocable agreement governing the
      Acquisition, the closing of which shall only be subject to the delivery of
      the
      purchase price therefore by the Company;

    


    WHEREAS,
      the Company has entered into an agreement governing the Acquisition and the
      Company has filed a Form 6-K summarizing the terms of the agreement and
      attaching a copy of the translated version of the Agreement as an
      exhibit;

    


    WHEREAS,
      the agreement governing the Acquisition requires payment of the purchase price
      to be made thereunder prior to the receipt of certain governmental approvals
      relating to the Acquisition;

    


    WHEREAS,
      the Company desires to effect the Closing under the Purchase Agreement
      notwithstanding the fact that the Company has not yet obtained the
      aforementioned governmental approvals;

    


    WHEREAS,
      the Outside Date is July 27, 2006 and the Company would like to extend the
      Outside Date to August 31, 2006;

    


    WHEREAS,
      in order to induce a majority in interest of the Investors to execute this
      Waiver and Amendment, the Company is granting to the Investors a put right
      as
      specified herein and changing the Per Unit Purchase Price from $4.50 to $3.50
      and the Exercise Price of the Warrants from $5.40 to the
      closing price of the Common Stock quoted in the Over-the-Counter Bulletin Board
      on the Closing Date;

    


    WHEREAS,
      Section 6.4 of the Purchase Agreement provides that no provision of the Purchase
      Agreement may be waived or amended except in a written instrument signed by
      the
      Company and the Investors holding a majority of the Shares;

    


    WHEREAS,
      the Purchaser along with other Purchasers who are executing similar waivers
      hold
      a majority of the Shares; and

    


    
      
         

      

      
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    WHEREAS,
      the Company and the Purchaser wish to enter into this Waiver in order to clarify
      certain matters, as more fully described herein;

    


    NOW,
      THEREFORE, in consideration of the foregoing recitals and other good and
      valuable consideration the receipt and sufficiency are hereby acknowledged,
      the
      parties hereby agree as follows:

    


    1. The
      Purchaser hereby waives the condition precedent to the Closing set forth in
      Section 5.1(g) of the Purchase Agreement.

    


    2. The
      definition of Outside Date in the Purchase Agreement is hereby amended to read
      in its entirety as follows: ““Outside
      Date”
      means
      August 31, 2006.”

    


    3. The
      definition of Per Unit Purchase Price in the Purchase Agreement is hereby
      amended to read in its entirety as follows: ““Per
      Unit Purchase Price”
      equals
      $3.50, subject to equitable adjustment in the event of stock splits and similar
      occurrences with respect to the Common Stock.”

    


    4. The
      definition of Exercise Price in the Warrants is hereby amended to read in its
      entirety as follows: ““Exercise
      Price”
      means
the
      closing price of the Common Stock quoted in the Over-the-Counter Bulletin Board
      on the Closing Date,
      subject
      to adjustment in accordance with Section 9.”

    


    5. The
      Purchase Agreement is hereby amended to insert a new Section 4.14, which shall
      read as follows:

    


    4.14 Put
      Right.
      (a) Each
      Investor shall have the right (the “Put Right”), but not the obligation, to
      require the Company to repurchase all, but not less than all, of the Securities
      issued under this Agreement to such Investor, if, but only if, the Company
      has
      not obtained the approval of the Shanghai Administration of Industry &
Commerce (“SAIC”) relating to the registration of the ownership of the target
      company in the Acquisition by the Company on or before December 31, 2006 (the
      “Trigger Date”). 

    


    (b) If
      an
      Investor elects to exercise the Put Right, it shall notify the Company of its
      election in writing within ten business days of the Trigger Date and shall
      deliver to the Company or its U.S. securities counsel the certificates
      representing the common stock and warrants. Upon receipt of a timely notice
      issued in accordance with this Section 4.14 that is accompanied by such
      certificates and other instruments, the Company shall promptly (and in any
      event
      within ten Business Days) pay to the Investors an amount equal to the Investor’s
      Investment Amount, without any interest thereon.

    


    6. The
      Investor acknowledges receipt of a letter from the Company, dated July 18,
      2006,
      that explains the need for this Waiver and also discloses to the Investors
      certain allegations of corruption made in an online article, dated October
      24,
      1998, in Xiaocankao Daily News, an anti-communist online news magazine, that
      involve Mr. Linshen Wang, the former chairman of the communist party in Jian
      County of Jiangxi and Mr. Guoshen Tu, the Company’s CEO and Chairman. To the
      extent necessary, the representations and warranties in the Purchase Agreement
      (other than those set forth in the first two sentences of Section 3.1(a)) are
      expressly modified by such disclosure in the aforementioned letter to
      Investors.

    


    
      
         

      

      
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    7. This
      Waiver along with the Purchase Agreement and the other Transaction Documents
      contains the entire understanding of the parties with respect to the subject
      matter hereof and supersedes all prior agreements, understandings, discussions
      and representations, oral or written, with respect to such matters, which the
      parties acknowledge have been merged into this Waiver.

    


    8. This
      Waiver may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same Waiver and shall become effective
      when counterparts have been signed by each party and delivered to the other
      party, it being understood that both parties need not sign the same counterpart.
      In the event that any signature is delivered by facsimile transmission, such
      signature shall create a valid and binding obligation of the party executing
      (or
      on whose behalf such signature is executed) with the same force and effect
      as if
      such facsimile signature page were an original thereof.

    


    9. The
      execution of this Waiver shall not be deemed to be a waiver with respect to
      any
      other provision of the Purchase Agreement. No other provision of the Purchase
      Agreement or any other document executed in connection with the Purchase
      Agreement shall be deemed changed or otherwise altered hereby, and all such
      provisions shall continue in full force and effect.

    


    


    


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    IN
      WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed
      by their respective authorized signatories as of the date first indicated
      above.

    


    


    


    
      	 	
              CHINA
                SECURITY & SURVEILLANCE TECHNOLOGY, INC.

            
	 	 
	 	 
	 	
              By:_______________________________________ 

            
	 	Name: 
	 	Title:


    

     

     

     

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed
      by their respective authorized signatories as of the date first indicated
      above.

    
 

    
      	 	NAME OF
              INVESTOR:
	 	 
	 	_______________________________________
	 	 
	 	
              By:_______________________________________ 

            
	 	Name:
	 	Title:
	 	 


    

     

     

    
      	 	No. of Shares to be
              Acquired
	 	by Investor
              under
	 	
              Purchase
                Agreement:
                _____________________

            


    

    


    
      
         

      

      
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