EX 10.23


    EXHIBIT
      10.23

     

    Strategic
      Cooperation Agreement

    (English
      Summary)

    


    Party
      A: China
      Construction Bank Shenzhen Branch

    


    Party
      B: China
      Security & Surveillance Technology, Inc.

    


    Under
      the
      principle of sincere cooperation, equal and mutual benefit and common
      development, Party A and Party B enter into the following Strategic Cooperation
      Agreement through friendly negotiation:

    


    Section
      1.
      Both
      Parties agree to establish permanent and reliable strategic cooperation
      partnership.

    


    Party
      A
      regards Party B as a key client and sufficiently supports its development,
      provided it is permitted under state rules, regulations and financial policies,
      Party A shall provide Party B with various financial service and support in
      priority.

     

    Party
      B
      regards Party A as an important permanent cooperation partner and chooses Party
      A as the main bank for its financial business.

     

    Section
      2.
      Party A
      shall provide Party B with excellent and efficient financial service in the
      following fields, including but not limited to:

     

    (1)
      Upon
      Party B’s request, Party A hereby agree that it will grant Party B such credit
      facility that is five to ten times of the guaranty amount which is deposited
      in
      the account of Party A by Party B. To use such credit facility, Party A shall
      investigate and evaluate Party’s B’s specific investment project pursuant to
“Law of Commercial Banks,” “General Principles of Loans” and Party A’s measures
      of loans and evaluations, and then decide whether to extend credit facility
      upon
      the result of such evaluation and status of such program.

     

    (2)
      Upon
      Party A’s authorization, to the extent that it satisfies Party A’s credit
      policies, Party A shall provide Party B with service of factoring and assist
      Party B in its financial management and provide channels of
      financing.

     

    (3)
      Provide financial services tailored to Party’s B’s specific needs during Party
      B’s internal reforming and merger or restructuring.

     

    Section
      3. Discussion
      and exploration of business cooperation model.

    


    (1)
      Party
      A pays close attention to the rapid growing market of Chinese Security and
      Surveillance industry and corresponding market opportunities as well as impetus
      and market influence of Party B in this field, Party A desires to support Party
      B to construct new business model in this field, enlarge business influence
      and
      improve market shares.

     

    (2)
      Party
      A desires to consider to support Party B for the capitals required for Party
      B’s
      expansion in the Chinese security and surveillance market.

     

    (3)
      When
      Party A’s conditions regarding business model of Party B is satisfied, Party A
      hereby agrees that it shall promptly review and approve Party B’s loan
      application to ensure Party B’s business model and operation obtains sufficient
      capital.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    Section
      4. Party
      B
      chooses Party A as one of its main banks, opens basic deposit account or main
      settlement account and also chooses products and service of Party A, including
      but not limited to:

     

    (1).
      Party B chooses Party A as main financing bank and main settlement bank, and
      maintains corresponding amount of cash settlement (including settlement through
      internet banking service) in Party A; Party B is obligated to recommend its
      subsidiaries or affiliates to open settlement account in subsidiaries or
      affiliates of Party A, deposit its funds in Party A and transact various
      financial business in Party A in priority.

     

    (2).
      Under the same conditions, Party B shall choose Party A to provide the following
      financial service in priority: deposit of RMB and foreign currency, loan of
      RMB
      and foreign currency, domestic settlement, international settlement, credit
      card, electronic bank, investment bank and various financial service; besides,
      Party B shall choose Party A as its investment and financing consultant and
      financial consultant in priority according to its finance demand.

     

    (3).
      Party B will maintain its good standing and financial status, and regularly
      or
      from time to time provide financial statements and other business materials
      in
      accordance with Party A’s requirement, and cooperate with Party A to ensure
      Party A works in order and such credit funds are in safety.

     

    (4).
      If
      Party B raises funds by way of direct financing (including but not limited
      with
      issuance of equity shares and bonds etc.), it shall notify Party A in advance
      and, under the same conditions, deposits the financing proceeds with Party
      A or
      institutions recommended by Party A.

     

    (5).
      If
      Party B change its name or legal representative, or carry out subcontracting,
      leasing operation, merger, division, joint venture, joint cooperation,
      dissolution, bankruptcy, material investment and other material events, it
      shall
      notify Party A in time.

     

    Section
      5. Confidentiality

    


    Both
      Parties shall keep confidential the content of the Agree and shall not disclose
      to any third party or use it for other commercial purpose without the other
      Party’s written consent.

     

    Section
      6. Negotiation
      and Communication

    


    Under
      the
      condition of keeping commercial secrets for the other Party, both Parties shall
      promptly provide the other Party with business information and economy or
      finance trends to enhance communications and promote better cooperation. Both
      Parties agree to set up periodic communication and annual meeting for the
      purpose of reinforcing communications, information exchange and settle issues
      arising from the enforcement of this agreement.

     

    Section
      7. Enforcement
      of this Agreement

    


    Party
      A
      designates its Longhua Branch and corporation department as the undertaking
      branch and department, Party B designates its investment department and
      financial department as the main undertaking departments to fulfill this
      agreement.

     

    Section
      8. Settlement
      of Disputes

    


    As
      of
      this agreement takes effect, both Parties shall carry out the terms and
      conditions of the Agreement faithfully. Any disputes, amendments or supplements
      to this Agreement shall be friendly negotiated upon the principles of equal
      and
      mutual benefit, mutual understanding and mutual accommodation.


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Section
      9. Effectiveness

     

    This
      agreement becomes effect upon signing with seal by both parties. If any Party
      intends to terminate this agreement, it shall provide the other Party a 30-day
      written notice.

     

    Section
      10. Miscellaneous

    


    (1).
      The
      parties shall enter into a separate agreement if Party desires to appoint Party
      A as its financial consultant for specific project.

     

    (2).
      This
      agreement has four (4) copies, all have the same legal force, Party A and Party
      B each holds two copies.

     

    


     

    Party
      A:    China
      Construction Bank Shenzhen Branch 

     

    Seal

     

    Party
      B:    China
      Security & Surveillance Technology, Inc.

     

    Seal

     

    


     

    


     

    In
      Shenzhen

     

    September
      28, 2006