July
      2,
      2007

    


    


    


    


    The
      Transferor: LI
      YI

    


    


    The
      Transferee: CHINA
      SAFETECH HOLDINGS LIMITED

    


    


    
      	 	
              Party
                C:

            	
              CHINA
                SECURITY & SURVEILLANCE TECHNOLOGY,
                INC.

            


    

    


    


    
      	     
 
	
               

               

               

              Equity
                Transfer Agreement

              of

              All
                Issued Shares 

              of
                

              Ocean
                Pacific Technology Limited

              (English
                Translation)

               

               

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Equity Transfer Agreement (the “Agreement”)
      is
      entered into by and among the following parties on July 2, 2007:

     

    
      	
              (1)

            	
              LI
                YI
                whose address is Flat 616, Sheung Tsan House, Sheung Tak Estate,
                Tseung
                Kwan O, Kowloon, Hong Kong (PRC Hong Kong Special Administrative
                Region ID
                Card No.: P325714(6)) (hereinafter referred to as “Transferor”);

            


    

    


    
      	
              (2)

            	
              CHINA
                SAFETECH HOLDINGS LIMITED,
                a
                company incorporated in British Virgin Islands, whose address
                is
                F13, Press Plaza, Shennan Avenue Special Zone, Futian District, Shenzhen
                (hereinafter
                referred to as “Transferee”);

            


    

    


    
      	(3)	
              CHINA
                SECURITY & SURVEILLANCE TECHNOLOGY, INC.,
                a
                company incorporated in Delaware, United States, whose address is
                F13,
                Press Plaza, Shennan Avenue Special Zone, Futian District, Shenzhen
                (hereinafter
                referred to as“Party
                C”);

            


    

    


    The
      Transferor, the Transferee and Party C above shall be individually referred
      to
      as a “Party”
and
      collectively referred to as the “Parties”.

    


    
      
        WHEREAS
          OCEAN
          PACIFIC TECHNOLOGY LIMITED,
          a
          limited liability company legally organized and validly existing under
          the
          Company Ordinance of Hong Kong, whose company data are listed as Exhibit
          I
          (hereinafter referred to as “Ocean
          Pacific”),
          and
          whose all issued shares are beneficially held by the
          Transferor.

      

    

    


    WHEREAS Ocean
      Pacific invested and established Hangzhou Tsingvision Intelligence System Co.,
      Ltd., a wholly foreign owned company legally organized and validly existing
      under the laws of the People’s Republic of China, whose company data are listed
      as Exhibit III (hereinafter referred to as “Tsingvision”),
      and
      whose all shares are beneficially held by Ocean Pacific.

    


    WHEREAS The
      Transferee desires to purchase from the Transferor and the Transferor desires
      to
      transfer to the Transferee 100% issued and outstanding shares of Ocean Pacific.
      Upon completion of the transfer under this Agreement, the Transferee shall
      indirectly and fully acquire 100% shares and control power of
      Tsingvision.

    


    NOW,
      THEREFORE,
      the
      Parties hereby agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
      1 Definitions

    


    
      
        	1.1	
                Unless
                  otherwise defined in this Agreement, the following terms shall
                  have the
                  meanings indicated as follow:

              


      

    

    


    
      	
              “Company
                Ordinance”

            	
              means
                Chapter 32 Company Ordinance of the laws of Hong Kong;

            
	 	 
	
              “Shares
                for Transfer”

            	
              means
                10,000 common share of Ocean Pacific owned by the Transferor to be
                transferred from the Transferor to the Transferee under this Agreement,
                which are 100% issued and outstanding shares of Ocean Pacific (for
                details
                please refer to Exhibit II - Part A);

            
	 	 
	
              “Share
                Transfer”

               

               

               

            	
              means
                100% issued shares of Ocean Pacific to be transferred from the Transferor
                to the Transferee under Article 2.1 hereof;

            
	 	 
	
              “Total
                Transfer Price”

            	
              means
                total price paid to the Transferor by the Transferee under Article
                3.1
                hereof;

            
	 	 
	
              “Closing
                Date”

            	
              July
                2, 2007;

            
	 	 
	
              “Accounts
                of Ocean Pacific”

               

            	
              means
                management and financial statements of Ocean Pacific as of June 30,
                2007,
                the copies of which are attached as Exhibit A hereof;

            
	
              “Tsingvision
                Accounts”

            	
              means
                financial statements of Tsingvision as of December 31, 2006 verified
                by
                PRC auditors, and management and financial statements of Tsingvision
                as of
                March 31, 2007, the copies of which are attached as Exhibit B
                hereof;

            
	 	 
	
              “Business
                Day and Working Hours”

            	
              means
                the days when banks in Hong Kong normally provide general bank services
                (excluding Saturday, Sunday and other Hong Kong public holidays)
                and
                general working hours;

            
	
              “PRC”

            	
              means
                People’s Republic of China;

            
	 	 
	
              “Hong
                Kong”

            	
              means
                Hong Kong Special Administrative Region of PRC;

            
	 	 
	
              “HKD”

            	
              means
                legal currency of Hong Kong;

            
	 	 
	
              “USD”

            	
              means
                legal currency of United States;

            
	 	 
	
              “RMB”

            	
              means
                legal currency of PRC.

            


    

    


    
      	1.2	
              In
                this Agreement:

            


    

    


    
      	 	
              (i)

            	
              Any
                rule or law involved herein shall include any and all amendments,
                supplements or reenactments hereof from time to
                time;

            


    

    


    
      	 	
              (ii)

            	
              Words
                and terms contained in the Companies Ordinance shall be interpreted
                according to definitions stipulated in the Companies Ordinance except
                as
                otherwise defined or stated in this Agreement, however, any amendment
                or
                change to the Companies Ordinance shall be excluded which is not
                enforced
                before or on the date to execute this
                Agreement.

            


    

    


    
      	 	
              (iii)

            	
              Single
                word also includes plural meaning; word referred to any gender also
                includes the other gender and neuter, word referred to person also
                includes groups (legal person or non-legal person) and (under every
                circumstance), vice versa;

            


    

    


    
      	 	
              (iv)

            	
              Hereabove
                mentioned the parties, descriptions, exhibits, appendices and terms
                and
                conditions shall be respectively referred to the parties, descriptions,
                exhibits, appendices and terms and conditions hereof;
                and

            


    

    


    
      	 	
              (v)

            	
              The
                headings and table of contents in this Agreement are provided for
                reference only and will not affect its construction or
                interpretation.

            


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    Article
      2 Share Transfer

    


    
      	2.1	
              As
                per stipulations in this Agreement, the Transferor, as the actual
                interest
                holder of all outstanding shares of Ocean Pacific (for more details
                please
                refer to Part A, Exhibit II), will transfer such shares to be transferred
                to the Transferee (for more details please refer to Part B, Exhibit
                II).
                After such transfer, the Transferee will own 100% outstanding shares
                of
                Ocean Pacific.

            


    

    


    
      	2.2	
              Upon
                the completion of transaction hereunder, Shares for Transfer shall
                be free
                and clear of any mortgage, lien or property encumbrances of any form,
                and
                Shares for Transfer shall be transferred with all rights attached
                or
                accumulated thereto, including all dividends, profits, the investment
                in
                Tsingvision by Ocean Pacific and relevant benefits accumulated and
                distributed from the completion
                date.

            


    

    


    


    Article
      3 Transfer
      Price

    


    
      	3.1	
              Transfer
                Price

            


    

    


    The
      Transferor and the Transferee hereby agree that the Transferor shall transfer
      to
      the Transferee Shares for Transfer. In return, the Transferee shall pay to
      the
      Transferor total transfer price of RMB 50,000,000 in cash and shares listed
      on
      US OTCBB by Party C with the value of RMB 49,345,666.

    


    
      	3.2	
              Method
                of Payment

            


    

    


    The
      Transferee shall pay total transfer price to the Transferor as
      follows:

    


    
      	
            	(1)	
              The
                Transferee has paid to the Transferor RMB 50,000,000 in cash as
                of the Closing Date. 

            


    

    


    
      	
            	(2)	
              The
                Transferee (through the parent company, Party C) shall issue restricted
                shares equal to RMB49,345,666
                to
                the
                Transferor
                or
                its designees within
                ninety days after the execution date of this Agreement, and the share
                value shall be calculated on the average closing price (USD14.115/share)
                of twenty trading days before the Closing Date (459,000 shares) to
                the
                Transferor. 

            


    

    


    
      	3.3	
              Exchange
                Rate

            


    

    


    Cash
      portion of the total transfer price shall be paid by the Transferee to the
      Transferor in USD. Exchange Rate shall be U.S. $1=RMB7.6165.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    Article
      4 Closing

    


    
      	4.1	
              The
                share transfer shall be completed on the Closing Date at the place
                stipulated by both parties in accordance with Exhibit
                V.

            


    

    


    
      	
              4.2

            	
              Terms
                and conditions to be performed hereof shall remain in force after
                the
                Closing Date.

            


    

    


    
      	4.3	
              From
                the Closing Date, debts and credits and all risks of Ocean Pacific
                and
                Tsingvision shall be promptly borne by the Transferee (except otherwise
                undertaken by the Transferor in Exhibit
                IV).

            


    

    


    
      	4.4	
              From
                the Closing Date, the Transferee shall have the right to consolidate
                the
                profits of Ocean Pacific and Tsingvision with the Transferee group.
                At the
                meantime, the Transferee shall have the right to appoint manager
                or
                financial person, or authorize to appoint existing personnel of Ocean
                Pacific and Tsingvision to take charge of management and operation
                of
                Ocean Pacific and Tsingvision as well as all files, materials, financial
                documents and so on. The Transferor shall not enjoy any shareholder
                right
                and/or interest of Ocean Pacific and Tsingvision from the Closing
                Date
                because of such Share Transfer, provided however, the Transferor
                shall be
                liable for all obligations that are required to be borne by the Transferor
                under applicable laws and this
                Agreement.

            


    

     

    Article
      5 Warrants,
      Representations and Covenants of the Transferor

    


    
      	5.1	
              In
                addition to the information disclosed in this Agreement, the Transferor
                warrants, represents and covenants to the Transferee under terms
                and
                conditions stipulated in Exhibit IV, which also constitute the base
                for
                the Transferee to accept the Shares for Transfer.

            


    

     

    
      	5.2	
              The
                Transferor covenants that the audited after tax net income of Tsingvision
                for 2007 shall reach RMB10 million provided that the managements
                of
                Tsingvision shall
                remain materially intact. If its after tax net income reaches RMB10
                million , the Transferee shall release 137,700 shares pledged by
                the
                Transferor (“2007
                Pledged Shares”);
                the Transferor further covenants that the audited after tax net income
                of
                Tsingvision for 2008 shall reach RMB15 million. If its after tax
                net
                income reaches RMB15 million , the Transferee
                shall release 137,700 shares pledged by the Transferor (“2008
                Pledged Shares”).
                If its audited after tax net income for 2007 is less than RMB 8 million,
                then none of the 2007 Pledged Shares shall not be returned to the
                Transferor. If its audited after tax net income for 2007 is less
                than
                RMB10 million but no less than RMB 8 million, then the amount of
                2007
                Pledged Shares that shall be returned to the Transferee shall equal
                to
                [(RMB 10 million - the actual after tax net income of Tsingvision
                for
                2007) /RMB 10 million] multiplied by the 2007 Pledged Shares. If
                its
                audited after tax net income for 2008 is less than RMB12 million,
                then
                none of the 2008 Pledged Shares shall not be returned to the Transferor.
                If its audited after tax net income for 2008 is less than RMB15 million
                but no less than RMB 12 million, then the amount of 2008 Pledged
                Shares
                that shall be returned to the Transferee shall equal to [(RMB 15
                million -
                the actual after tax net income of Tsingvision for 2008) /RMB 15
                million]
                multiplied by the 2008 Pledged Shares.


            


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    Article
      6 Warrants,
      Representations and Covenants of the Transferee and Party
      C

    


    
      	6.1	
              The
                Transferee covenants to keep the organization structure of Ocean
                Pacific
                and Tsingvision after the Share Transfer, expand its brand influence,
                fully support business development of Ocean Pacific and Tsingvision.
                The
                Transferee shall also provide financial support as required by business
                based on the real situation according to relevant laws and
                regulations

            


    

    


    
      	6.2	
              The
                Transferee covenants that existing employees of Ocean Pacific and
                Tsingvision shall remain employed given that they are willing to
                stay and
                their stay will not impede development of companies after Share Transfer;
                arrangement of senior management and technical staff and the operation
                rights and benefits of such persons shall be governed by separate
                agreements to be entered after the Share Transfer. In addition, the
                Transferee covenants that benefits of such persons shall not be lower
                than
                their previous benefits.

            


    

    


    
      	6.3	
              The
                Transferee shall provide appropriate operation funds to Ocean Pacific
                and
                Tsingvision in time in order to support the Transferor to realize
                profits
                after tax for 2007 and 2008, dates and amounts of providing such
                funds
                shall be otherwise stipulated. 

            


    

    


    
      	6.4	
              Party
                C shall file relevant reports with the U.S. Securities and Exchange
                Committee (“SEC”) according to law and issue shares to the Transferor
                under Article 3.2.1(3) hereof after the execution of this
                Agreement.

            


    

    


    Article
      7 Governing
      Law

    


    This
      Agreement shall be governed and construed by rules and laws of Hong
      Kong.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    Article
      8 Settlement
      of Disputes and Agent of Receiving Legal Procedure
      Documents

    


    
      	8.1	
              Any
                dispute arising out of or relating to this Agreement, shall be settled
                by
                friendly negotiation and discussion. If no agreement is reached through
                friendly negotiation and discussion, such dispute shall be finally
                arbitrated by Hong Kong International Arbitration Center(HKIAC) in
                accordance with HKIAC Arbitration Rules then in effect. Unless otherwise
                provided in the arbitration rules of HKIAC then in effect, the arbitration
                shall be the sole and exclusive method and procedure of any dispute
                arising out of or relating to this
                Agreement.

            


    

    


    
      	8.2	
              The
                Parties to this Agreement agree that unless not permitted by the
                applicable laws and rules, the arbitration terms hereto shall be
                interpreted as and constitute the currently effective arbitration
                agreement in writing with legal effect, and shall be granted with
                such
                effect. The Parties to this Agreement hereby expressly waive any
                right of
                possibly requested local administrative, judicial or alternative
                dispute
                settlement methods, as the conditions of any settlement procedure
                which
                arising out of this Agreement.

            


    

    


    
      	8.3	
              The
                Parties to this Agreement expressly represent that the award made
                according to Article 8 hereof shall be final award binding upon the
                Parties. In addition, the Parties to this Agreement hereby waive
                the right
                to appeal the award made according to Article 8 hereof. The Article
                8
                shall constitute the most comprehensive exclusive agreement to the
                extent
                permitted by the applicable laws.

            


    

    


    
      	8.4	
              (1)  
                The
                Transferee irrevocably entrusts BOYU ENTERPRISE CONSULTING CO. LIMITED,
                whose address is Unit B1, 9/F, Loyong Court Commercial Building,
                212-220
                Lockhart Road, Wanchai, Hong Kong (“Agent”),
                to receive legal procedure documents and to be on behalf of the Transferee
                to receive claims arising out of or relevant to the Agreement or
                the legal
                procedures in Hong Kong (including but not limited to, claims for
                reimbursement, summons, arbitration application and arbitration award)
                (“Legal Procedure Documents”).

            


    

    


    
      	
            	(2)	
              Transferee
                undertakes to consecutively entrust the Agent as the agent of receiving
                Legal Procedure Documents, in order to on behalf of the Transferee
                receive
                Legal Procedure Documents in Hong Kong and immediately notify the
                Transferor in writing if the Agent or its address is
                modified.

            


    

     

    
      	
            	(3)	
              The
                Transferee agrees and confirms that Legal Procedure Documents which
                have
                been sent to its Agent shall be deemed as having been sent to any
                Transferee.

            


    

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    Article
      9 Liabilities for Breach of Contract

    


    
      	9.1	
              If
                any representations or warrants made by any Party in this Agreement
                are
                untrue or false, it shall be deemed as breach of contract by the
                Party.

            


    

    


    
      	9.2	
              Any
                Party to this Agreement changes minds on purpose and cause the failure
                of
                the share transfer, it shall be deemed as breach of contract by the
                Party.

            


    

    


    
      	9.3	
              The
                breaching party shall, in addition to performance of other obligations
                under this Agreement, compensate the complying party all losses,
                damages,
                expenses suffered by the observant party due to breach of contract
                caused
                by breaching party.

            


    

    


    
      	9.4	
              If
                the Transferor changes minds on purpose and cause that the shares
                can not
                be transferred to the Transferee or the shares is forfeited after
                transfer, the Transferee shall have the right to terminate the Agreement,
                and the Transferor shall return the share transfer price or the shares
                and
                assume liabilities under Article 9.3 of this
                Agreement.

            


    

     

    Article
      10 Force
      Majeure and Change of Circumstances

    


    
      	10.1	
              If
                any Party to this Agreement can not perform any part or all of the
                terms
                hereto directly or indirectly because of events such as fire, flood,
                earthquake or other unforeseeable, unavoidable and/or uncontrollable
                events, the Party shall be exempted from liabilities to the extent
                as
                affected by force majeure.

            


    

    


    
      	10.2	
              If
                any Party or Parties lose(s) its/their interests under this Agreement
                because of legislation, or administration order or specific administration
                act of government, any Party shall have the right to terminate this
                Agreement and to restore to the conditions before the execution of
                this
                Agreement.

            


    

    


    
      	10.3	
              Any
                Party affected by force majeure shall deliver the other Party the
                written
                notice regarding the occurrence of force majeure within 12 days after
                the
                occurrence of the force majeure
                event.

            


    

    


    
      	10.4	
              After
                the occurrence of force majeure event, the Parties to this Agreement
                shall
                immediately consultant and decide whether to delay the performance
                of this
                Agreement to a day in the future agreed by the Parties or to terminate
                this Agreement.

            


    

    


    
      	10.5	
              If
                any Party delays or unable to perform all or part of the terms of
                this
                Agreement for more than 30 days as a result of force majeure, the
                other
                Party shall have the right to rescind this Agreement, and the Parties
                shall take all necessary actions to restore the rights and obligations
                of
                all parties to their respective original
                positions.

            


    

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    Article
      11 Miscellaneous

    


    
      	11.1	
              This
                Agreement and its involved relevant documents constitute the full
                understanding of the Parties regarding the share transfer, and replace
                any
                previous intention, expression and understanding of the
                Parties.

            


    

    


    
      	11.2	
              If
                any term of this Agreement is regarded as illegal, invalid or
                unenforceable at any time, the validity, effectiveness and enforceability
                of other terms of this Agreement shall not be affected or impaired
                in any
                way and shall remain the full
                validity.

            


    

    


    
      	11.3	
              This
                Agreement shall bind the Parties and their respective successors
                and
                assignees. The interests of this Agreement shall be assigned to the
                Parties hereto and their respective successors and assignees. Without
                the
                permission of the Parties in writing, any Party shall not amend,
                modify or
                revise this Agreement.

            


    

    


    
      	11.4	
              This
                Agreement shall be effective upon
                signatures.

            


    

    


    
      	11.5	
              Without
                the permission of the Parties in writing (the relevant permission
                shall
                not be withheld without reasonable reasons), the Parties hereto shall
                not
                transfer any rights or obligations under this
                Agreement.

            


    

    


    
      	11.6	
              The
                Parties agree to bear all the cost and expense in respect of the
                negotiation, preparation, execution and performance of the Agreement
                and
                the taxes arising from the transfer of Shares for Transfer. The stamp
                tax
                and all other tax and expenses arising out of the transfer of Shares
                for
                Transfer (including but not limited to, arising out of in China or
                in any
                other areas), shall be borne and paid by the
                Transferor.

            


    

    


    
      	11.7	
              Unless
                provided and required by laws, regulations, order or judgments by
                the
                competent authorities or courts (including, but not limited to, applicable
                regulation of security exchanges), without the previous permission
                and
                approval of the other Party in writing (the relevant permission or
                approval shall not be withheld without reasonable reasons), any Party
                shall not make or distribute any related press statement or
                announcement.

            


    

    


    
      	11.8	
              Without
                the prior permission of the other Party in writing, any Party shall
                not
                disclose the Agreement or any content or material in connection with
                any
                transaction of this Agreement, excluding the following disclosure:
                

            


    

    


    
      	 	
              (1)

            	
              the
                disclosure is made according to the provisions of applicable laws,
                regulations and rules (including, but not limited to, regulations
                of
                security exchanges) or requirements of relevant government authorities
                or
                supervision authorities, or court
                orders;

            


    

    


    
      	 	
              (2)

            	
              the
                disclosure is made to Ocean Pacific, Tsingvision, or its higher competent
                authorities or approval and examination authorities, or to contacted
                bank
                or professional consultant of the disclosing
                Party;

            


    

    


    
      	 	
              (3)

            	
              the
                disclosure is made by the Transferor to the company of its company
                group
                or senior management thereof. 

            


    

    


    
      	11.9	
              If
                any term of this Agreement is or becomes illegal, invalid or unenforceable
                at any time in any respect, other terms of this Agreement shall not
                be
                affected or impaired.

            


    

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    
      	11.10	
              Any
                notice required to be sent under this Agreement shall be sent in
                writing.
                The notice shall be delivered to the following address or fax number
                or
                other address or fax number that the recipient designates according
                to
                this Agreement:

            


    

    


    
      	
            	(1)	
              The
                Transferor: LI
                Yi

            


    

    Address: Flat
      616,
      Sheung Tsan House, Sheung Tak Estate, Tseung Kwan O, Kowloon, Hong
      Kong

    Telephone:(852)
      2116 1199

    Fax: 
      (852)
      2116 1232

    


    
      	
            	(2)	
              The
                Transferee:  CHINA
                SAFETECH HOLDINGS LIMITED 

            


    

    Adress:
      Floor 13, Press
      Plaza, Shennan Avenue Special Zone, Futian District, Shenzhen

    Telephone: 
(86-755)
      8351 0888

    Fax: 
(86-755)
      8351 0815

    


    
      	
            	(3)	
              Party
                C: CHINA
                SECURITY & SURVEILLANCE TECHNOLOGY,
                INC.

            


    

    Address: 
      Floor
      13,
      Press Plaza, Shennan Avenue Special Zone, Futian District, Shenzhen

    Telephone: 
      (86-755)
      8351 0888

    Fax: 
      (86-755)
      8351 0815

    


    
      	11.11	
              Any
                notice can be sent by mail with postage pre-paid, personal delivery,
                courier with good reputation or by facsimile, and shall be deemed
                as
                delivered at the following time: 

            


    

    


    
      	
            	(1)	
              two
                days (seven days if sending by airmail with postage prepaid) after
                post
                (the date of postmark is the posting date) for those sent by mail
                with
                postage prepaid;

            


    

    


    
      	
            	(2)	
              the
                next business day for those sent by
                fax;

            


    

    


    
      	
            	(3)	
              the
                receiving time for those sent by courier or personal
                delivery.

            


    

    


    Any
      notice to the Transferee, when properly delivered to any Transferee, shall
      be
      regarded as delivered to the other Transferee.

    


    
      	11.12	
              This
                Agreement shall be written in Chinese in three copies with each Party
                holding one copy.

            


    


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      this
      Agreement has been executed by the Parties on the date first above written
      and
      the Parties confirm that the Parties have carefully and detailedly read and
      fully understand all the contents of the Agreement before the conclusion of
      the
      Agreement.

    


    
      	
              The
                Transferor

              LI
                Yi

            	 
	
              Signature:
                /s/ LI
                Yi

            	 
	
              Place
                of Signature:  Shenzhen

            	 


    

    


    


    Witness: 
      PENG
      Yaoguang

    


    The
      Transferee

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    


    
      	
              TU
                Guoshen
                for and on behalf of

              CHINA
                SAFETECH HOLDINGS LIMITED

            	 
	
               

            	 
	
              Signature: 
                /s/
                Guoshen Tu 
                

              

              Place
                of Signature:  Shenzhen

            	 
	
               

              
Witness: 
LUO
                Ganqi

               

               

              Party
                C

              To
                execute, chop and deliver

              TU
                Guoshen
                for and on behalf of

              CHINA
                SECURITY & SURVEILLANCE TECHNOLOGY, INC.

            	 
	 	 
	
              Place
                of Signature:  Shenzhen

               

               

              Witness: 
                LUO
                Ganqi

            	 


    

    
 

    
      
        
        

      

      -11-