China Security & Surveillance Technology, Inc.: Exhibit 10.2 -
   Prepared by TNT Filings Inc.










Exhibit 10.2

ESCROW AGREEMENT 

     This Closing Escrow Agreement,
dated as of August 26, 2009 (this “Agreement”), is entered into by and
among China Security & Surveillance Technology, Inc., a Delaware corporation
(the “Company”), Brean Murray, Carret & Co., LLC, with its principal
offices at 570 Lexington Avenue, New York, NY 10022 (the “Placement
Agent”), and Escrow, LLC, with an address at 20 Rock Pointe, Suite 204,
Warrenton, Virginia 20186 (the “Escrow Agent”). The Placement Agent and
the Company are sometimes referred to herein as the Escrowing Parties. 

WITNESSETH: 

     WHEREAS, the Company proposes to
effect a take down of an effective shelf registration statement on Form S-3 (the
“Registration Statement”) pursuant to a prospectus supplement (the
“Supplement”) and has retained the Placement Agent to assist in such take
down on a best efforts basis;

     WHEREAS, the Company and the Placement
Agent desire that certain investors (the “Investors”) deposit the monies
to be invested in the Company (the “Escrowed Funds”) pending a
closing of the takedown with the Escrow Agent (the “Closing”), to be held
in escrow until written instructions are received by the Escrow Agent from the
Placement Agent, at which time the Escrow Agent will disburse the Escrowed Funds
in accordance with the instructions; and 

     WHEREAS, Escrow Agent is willing to
hold the Escrowed Funds in escrow in subject to the terms and conditions of this
Agreement. 

     NOW, THEREFORE, in consideration of
the mutual promises herein contained and intending to be legally bound, the
parties hereby agree as follows: 

1. Appointment of Escrow Agent. The Company hereby
appoints the Escrow Agent as escrow agent for the Investors and the Escrowed
Funds in accordance with the terms and conditions set forth herein and the
Escrow Agent hereby accepts such appointment. Escrow Agent. 

2. Delivery of the Escrowed Funds.

     2.1 The Company will direct Investors
to deliver the Escrowed Funds to the Escrow Agent, addressed to the following
account of the Escrow Agent: 

Domestic Wires 
Virginia
Commerce Bank Leesburg, VA 
ABA# 056005253 
Account Name: Escrow, LLC 

Account #: 01194186 




International Wires

Correspondent Bank: Wells Fargo Bank 
San Francisco, CA 
SWIFT#
WFBIUS6S 
Credit Acct: 412-11-08146 
Virginia Commerce Bank 
FBO
Account Name: Escrow, LLC 
Account #: 01194186 

     2.2 (a) All Investors’ checks shall be made payable to “ESCROW,
LLC” and shall be delivered to the Escrow Agent at the address set forth on
Exhibit A hereto and shall be accompanied by a written account of the
subscription in the form attached hereto as Exhibit B (the
“Subscription Information”). The Escrow Agent shall, upon receipt of
Escrowed Funds deposit such funds in escrow. 

     2.3 Any checks which are received by Escrow Agent that are made
payable to a party other than the Escrow Agent shall be returned directly to the
Company together with any documents delivered therewith. Simultaneously with
each deposit, the Company shall provide the Escrow Agent with the Subscription
Information to include the name, address and taxpayer identification number of
each Investor. The Escrow Agent is not obligated, and may refuse, to accept
checks that are not accompanied by Subscription Information. 

     2.4 In the event a wire transfer is received by the Escrow
Agent and the Escrow Agent has not received Subscription Information, the Escrow
Agent shall notify the Company. If the Escrow Agent does not receive the
Subscription Information relating to an Investor prior to the close of business
on the third business day (days other than a Saturday or Sunday or other day on
which the Escrow Agent is not open for business in the State of Virginia) after
notifying Company of receipt of said wire, the Escrow Agent shall return the
funds to the Investor. 

3. Escrow Agent to Hold and Disburse Escrowed Funds. The
Escrow Agent will hold and disburse the Escrowed Funds received by it pursuant
to the terms of this Escrow Agreement, as follows:

     3.1 Upon receipt of joint instructions from the Company and the
Placement Agent, in substantially the form of Exhibit C hereto, the
Escrow Agent shall release the Escrowed Funds as directed in such instructions.
The Company, the Placement Agent and Escrow Agent also hereby agree that in the
event that any Investor requests the return of Escrowed Funds deposited by it,
such funds will be returned by Escrow, LLC.

     3.2 (i) In the event this Agreement,
the Escrowed Funds or the Escrow Agent becomes the subject of litigation
relating to this Agreement or the Escrowed Funds, the Company and the Placement Agent authorize the Escrow Agent to
deposit the Escrowed Funds with the clerk of the court in which the litigation
is pending, or a court of competent jurisdiction if no litigation is pending, or
(ii) subject to compliance with Section 5.2, the Escrow Agent desires to resign,
the Company and the Placement Agent authorize the Escrow Agent to return the
Escrowed Funds to the Investors from which they were received, and thereupon the
Escrow Agent shall be fully relieved and discharged of any further
responsibility with regard thereto. The Company and the Placement Agent also
authorize the Escrow Agent, if it receives conflicting claims to the Escrow
Funds, is threatened with litigation or if the Escrow Agent shall desire to do
so for any other reason, to interplead all interested parties in any court of
competent jurisdiction and to deposit the Escrowed Funds with the clerk of that
court and thereupon the Escrow Agent shall be fully relieved and discharged of
any further responsibility hereunder to the parties from which they were
received.

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     3.3 In the event that the Escrow Agent does not receive any
instructions by a date that is 45 days from the date of this Agreement (the
“Escrow Termination Date”), all Escrowed Funds shall be returned to the
parties from which they were received, without interest thereon or deduction
therefrom.

4. Exculpation and Indemnification of Escrow Agent 

     4.1 The Escrow Agent shall haven no duties or responsibilities
other than those expressly set forth herein. The Escrow Agent shall have no duty
to enforce any obligation of any person to make any payment or delivery, or to
direct or cause any payment or delivery to be made, or to enforce any obligation
of any person to perform any other act. The Escrow Agent shall be under no
liability to the other parties hereto or anyone else, by reason of any failure,
on the part of any party hereto or any maker, guarantor, endorser or other
signatory of a document or any other person, to perform such person’s
obligations under any such document. Except for amendments to this Escrow
Agreement referenced below, and except for written instructions given to the
Escrow Agent by the Escrowing Parties relating to the Escrowed funds, the Escrow
Agent shall not be obligated to recognize any agreement between or among any of
the Escrowing Parties, notwithstanding that references hereto may be made herein
and whether or not it has knowledge thereof.

     4.2 The Escrow Agent shall not be liable to the Company, the
Placement Agent or to anyone else for any action taken or omitted by it, or any
action suffered by it to be taken or omitted, in good faith and acting upon any
order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Escrow Agent), statement, instrument, report, or other
paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained), which is believed by the Escrow Agent to be
genuine and to be signed or presented by the proper person or persons. The
Escrow Agent shall not be bound by any of the terms thereof, unless evidenced by
written notice delivered to the Escrow Agent signed by the proper party or
parties and, if the duties or rights of the Escrow Agent are affected, unless it
shall give its prior written consent thereto. 

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     4.3 The Escrow Agent shall not be responsible for the
sufficiency or accuracy of the form, or of the execution, validity, value or
genuineness of, any document or property received, held or delivered to it
hereunder, or of any signature or endorsement thereon, or for any lack of
endorsement thereon, or for any description therein; nor shall the Escrow Agent
be responsible or liable to the Company, the Placement Agent, the Investors or
to anyone else in any respect on account of the identity, authority or rights,
of the person executing or delivering or purporting to execute or deliver any
document or property or this Escrow Agreement. The Escrow Agent shall have no
responsibility with respect to the use or application of the Escrowed Funds
pursuant to the provisions hereof. 

     4.4 The Escrow Agent shall have the right to assume, in the
absence of written notice to the contrary from the proper person or persons,
that a fact or an event, by reason of which an action would or might be taken by
the Escrow Agent, does not exist or has not occurred, without incurring
liability to the Company, the Placement Agent, Investors or to anyone else for
any action taken or omitted to be taken or omitted, in good faith and in the
exercise of its own best judgment, in reliance upon such assumption. 

     4.5 To the extent that the Escrow Agent becomes liable for the
payment of taxes, including withholding taxes, in respect of income derived from
the investment of the Escrowed Funds, or any payment made hereunder, the Escrow
Agent may pay such taxes; and the Escrow Agent may withhold from any payment of
the Escrowed Funds such amount as the Escrow Agent estimates to be sufficient to
provide for the payment of such taxes not yet paid, and may use the sum withheld
for that purpose. The Escrow Agent shall be indemnified and held harmless
against any liability for taxes and for any penalties in respect of taxes, on
such investment income or payments in the manner provided in Section 4.6. 

     4.6 The Escrow Agent will be indemnified and held harmless by
the Company and the Placement Agent from and against all expenses, including all
counsel fees and disbursements, or loss suffered by the Escrow Agent in
connection with any action, suit or proceedings involving any claim, or in
connection with any claim or demand, which in any way, directly or indirectly,
arises out of or relates to this Escrow Agreement, the services of the Escrow
Agent hereunder, except for claims relating to gross negligence by Escrow Agent
or breach of this Escrow Agreement by the Escrow Agent, or the monies or other
property held by it hereunder. Promptly after the receipt of the Escrow Agent of
notice of any demand or claim or the commencement of any action, suit or
proceeding, the Escrow Agent shall, if a claim in respect thereof is to be made
against a party to this Agreement, notify each of them thereof in writing, but
the failure by the Escrow Agent to give such notice shall not relieve any such
party from any liability which a party may have to the Escrow Agent hereunder.
Notwithstanding any obligation to make payments and deliveries hereunder, the
Escrow Agent may retain and hold for such time as it deems necessary such amount
of monies or property as it shall, from time to time, in its sole discretion, seem sufficient to
indemnify itself for any such loss or expense and for any amounts due it under
Section 7.

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     4.7 For purposes hereof, the term “expense or loss” shall
include all amounts paid or payable to satisfy any claim, demand or liability,
or in settlement of any claim, demand, action, suit or proceeding settled with
the express written consent of the Escrow Agent, and all costs and expenses,
including, but not limited to, counsel fees and disbursements, paid or incurred
in investigating or defending against any such claim, demand, action, suit or
proceeding.

5. Termination of Agreement and Resignation of Escrow
Agent

     5.1 This Escrow Agreement shall terminate upon disbursement of
all of the Escrowed Funds, provided that the rights of the Escrow Agent and the
obligations of the Company and the Placement Agent under Section 4 shall survive
the termination hereof. 

     5.2 The Escrow Agent may resign at any time and be discharged
from its duties as Escrow Agent hereunder by giving the Company and the
Placement Agent at least five (5) business days written notice thereof (the
“Notice Period”). As soon as practicable after its resignation, the
Escrow Agent shall, if it receives notice from the Company and the Placement
Agent within the Notice Period, turn over to a successor escrow agent appointed
by the Placement Agent and the Company all Escrowed Funds (less such amount as
the Escrow Agent is entitled to retain pursuant to Section 7) upon presentation
of the document appointing the new escrow agent and its acceptance thereof. If
no new agent is so appointed within the Notice Period, the Escrow Agent shall
return the Escrowed Funds to the parties from which they were received without
interest or deduction.

6. Form of Payments by Escrow Agent 

     6.1 Any payments of the Escrowed Funds by the Escrow Agent
pursuant to the terms of this Escrow Agreement shall be made by wire transfer
unless directed to be made by check by the Escrowing Parties. 

     6.2 All amounts referred to herein are expressed in United
States Dollars and all payments by the Escrow Agent shall be made in such
dollars. 

7. Compensation. Escrow Agent shall be entitled to the
following compensation from the Company: 

     7.1 Documentation Fee: The Company shall pay a
documentation fee to the Escrow Agent of $2,000.00.

     7.2 Closing Fee: The Company shall pay a fee of $500.00
to the Escrow Agent for each disbursement which is not a Closing or $1,500.00
for each Closing of the Offering. For purposes of this Section 7.2, a Closing
shall
mean each time the Escrow Agent receives joint instructions from the Company and the Placement Agent to disburse Escrowed Funds in accordance with the terms of this Agreement. 

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7.3 Interest. The Company hereby agrees that Escrow Agent shall retain 100%  of the interest earned during the time the Escrowed Funds are held in  escrow hereunder. 


8. Notices.  All notices, requests, demands, and other communications provided herein shall be in writing, shall be delivered by hand or by first-class mail, shall be deemed given when received and shall be addressed to parties hereto at
their respective addresses first set forth in the recitals above and on Exhibit A hereto. 


9. Further Assurances From time to time on and after the date hereof, the Company and the Placement Agent shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do and cause to be done such
further acts as the Escrow Agent shall reasonably request (it being understood that the Escrow Agent shall have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Escrow Agreement, to evidence
compliance herewith or to assure itself that it is protected in acting hereunder. 


10. Consent to Service of Process The Company and the Placement Agent hereby irrevocably consent to the jurisdiction of the courts of the State of Virginia and of any Federal court located in such state in connection with any action, suit or
proceedings arising out of or relating to this Escrow Agreement or any action taken or omitted hereunder, and waives personal service of any summons, complaint or other process and agrees that the service thereof may be made by certified or
registered mail directed to it at the address listed on Exhibit A hereto. 


11. Miscellaneous 


     
 11.1 This Escrow Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing such instrument to be drafted. The terms “hereby,” “hereof,” “hereunder,”
and any similar terms, as used in this Escrow Agreement, refer to the Escrow Agreement in its entirety and not only to the particular portion of this Escrow Agreement where the term is used. The word “person” shall mean any natural person,
partnership, corporation, government and any other form of business of legal entity. All words or terms used in this Escrow Agreement, regardless of the number or gender in which they were used, shall be deemed to include any other number and any
other gender as the context may require.  This Escrow Agreement shall not be admissible in evidence to construe the provisions of any prior agreement.


      11.2 This Escrow Agreement and the rights and
 obligations hereunder of the Company and the Placement Agent may not be
 assigned. This Escrow Agreement and the rights and obligations hereunder of the
 Escrow Agent may be assigned by the Escrow
Agent. This Escrow Agreement shall be binding upon and inure to the benefit of each party’s respective successors, heirs and permitted assigns. No other person shall acquire or have any rights under or by virtue of this Escrow Agreement. This
Escrow Agreement may not be changed orally or modified, amended or supplemented without an express written agreement executed by the Escrow Agent and the Escrowing Parties. This Escrow Agreement is intended to be for the sole benefit of the parties
hereto and the Investors and their respective successors, heirs and permitted assigns, and none of the provisions of this Escrow Agreement are intended to be, nor shall they be construed to be, for the benefit of any third person. 



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 11.3 This Escrow Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Virginia. The representations and warranties contained in this Escrow Agreement shall survive the execution and delivery hereof and
any investigations made by any party.  The headings in this Escrow Agreement are for purposes of reference only and shall not limit or otherwise affect any of the terms thereof.


12. Execution of Counterparts This Escrow Agreement may be executed in a number of counterparts, by facsimile, each of which shall be deemed to be an original as of those whose signature appears thereon, and all of which shall together
constitute one and the same instrument.  This Escrow Agreement shall become binding when one or more of the counterparts hereof, individually or taken together, are signed by all the parties. 


[Remainder of page intentionally left blank 

Signature pages follow] 


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IN WITNESS WHEREOF, the parties have executed and delivered
this Escrow Agreement on the day and year first above written. 

	 	ESCROW AGENT: 
	 	ESCROW, LLC 
	 	  
	 	           
       By:_/s/ Johnnie L. Zarecor_______________ 
	 	           
             Name: Johnnie L. Zarecor 
	 	           
             Title: Vice-President 
	 	  
	 	COMPANY: 
	 	  
	 	CHINA SECURITY & SURVEILLANCE 
	 	TECHNOLOGY, INC. 
	 	  
	 	           
       By:_/s/ Guoshen Tu____________________ 
	 	           
                 Name: Guoshen Tu 
	 	           
                 Title: Chief Executive Officer
  
	 	  
	 	PLACEMENT AGENT: 
	 	  
	 	BREAN MURRAY, CARRET & CO., LLC
  
	 	           
       By:_/s/ John Fletcher____________________ 
	 	           
                 Name: John Fletcher 
	 	           
                 Title: Managing Director
  


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EXHIBIT A 

PARTIES TO AGREEMENT 

Placement Agent: 

Brean Murray, Carret & Co., LLC 
570 Lexington
Avenue 
New York, NY 10022 
Telephone: (212) 702-6500 
Fax: (212)
702-6649 
Attn: John Fletcher 

Email: fletcherj@bmur.com 

Company 

China Security & Surveillance Technology, Inc.

13/F, Shenzhen Special Zone Press Tower, Shennan Road 
Futian,
Shenzhen, China, 518034 

Telephone: +(86) 755-83765666 
Fax: +(86)
755-83515344 

Attn: Terence Yap 

Email: terence.yap@csst.com 

Escrow Agent 

Escrow, LLC 
360 Main St. 
Washington, VA 22747

Telephone: 540-878-1257 
Attention: Johnnie L. Zarecor 
Telephone:
(540) 347-2212 
Fax: (540) 347-2291 
Email: jzarecor@escrowllc.net 

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EXHIBIT B 

SUBSCRIPTION INFORMATION 


  
	Name of Subscriber 	 
	  	 
	  	 
	Address of Subscriber 	 
	 	 
	Amount of Securities Subscribed 	 
	 	 
	Subscription Amount Submitted 	 
	 	 
	Taxpayer ID Number/ 	 
	Social Security Number 	 


  


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EXHIBIT C 

DISBURSEMENT REQUEST 

Pursuant to that certain Escrow Agreement by and among China
Security & Surveillance Technology, Inc., Brean Murray, Carret & Co.,
LLC, and Escrow, LLC, we hereby request disbursement of funds in the amount and
manner described below from Virginia Commerce Bank account number 01194186,
styled Escrow, LLC Escrow Account. 


  
	Please disburse to: 	 
	  	 
	Amount to disburse: 	 
	  	 
	Form of distribution: 	 
	  	 
	Payee: 	 
	               
                         
         Name: 	 
	               
                         
         Address: 	 
	               
                         
         City/State: 	 
	               
                         
         Zip: 	 
	               
                         
         Bank: 	 


  


Statement of event or condition which calls for this request for
disbursement:

_______________________________________________________________

_______________________________________________________________


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	Please disburse to: 	 
	  	 
	Amount to disburse: 	 
	  	 
	Form of distribution: 	 
	  	 
	Payee: 	 
	               
                         
         Name: 	 
	               
                         
         Address: 	 
	               
                         
         City/State: 	 
	               
                         
         Zip: 	 
	               
                         
         Bank: 	 


  


Statement of event or condition which calls for this request for
disbursement:

_______________________________________________________________

_______________________________________________________________



  
	Please disburse to: 	 
	  	 
	Amount to disburse: 	 
	  	 
	Form of distribution: 	 
	  	 
	Payee: 	 
	               
                         
         Name: 	 
	               
                         
         Address: 	 
	               
                         
         City/State: 	 
	               
                         
         Zip: 	 
	               
                         
         Bank: 	 


  


Statement of event or condition which calls for this request for
disbursement:

_______________________________________________________________

_______________________________________________________________

12






  
	Please disburse to: 	 
	  	 
	Amount to disburse: 	 
	  	 
	Form of distribution: 	 
	  	 
	Payee: 	 
	               
                         
         Name: 	 
	               
                         
         Address: 	 
	               
                         
         City/State: 	 
	               
                         
         Zip: 	 
	               
                         
         Bank: 	 


  


Statement of event or condition which calls for this request for
disbursement:

_______________________________________________________________

_______________________________________________________________



  
	Please disburse to: 	 
	  	 
	Amount to disburse: 	 
	  	 
	Form of distribution: 	 
	  	 
	Payee: 	 
	               
                         
         Name: 	 
	               
                         
         Address: 	 
	               
                         
         City/State: 	 
	               
                         
         Zip: 	 
	               
                         
         Bank: 	 


  


Statement of event or condition which calls for this request for
disbursement:

_______________________________________________________________

_______________________________________________________________


13






  
	Please disburse to: 	 
	  	 
	Amount to disburse: 	 
	  	 
	Form of distribution: 	 
	  	 
	Payee: 	 
	               
                         
         Name: 	 
	               
                         
         Address: 	 
	               
                         
         City/State: 	 
	               
                         
         Zip: 	 
	               
                         
         Bank: 	 


  


Statement of event or condition which calls for this request for
disbursement: 

_______________________________________________________________

_______________________________________________________________



  
	Please disburse to: 	 
	  	 
	Amount to disburse: 	 
	  	 
	Form of distribution: 	 
	  	 
	Payee: 	 
	               
                         
         Name: 	 
	               
                         
         Address: 	 
	               
                         
         City/State: 	 
	               
                         
         Zip: 	 
	               
                         
         Bank: 	 


  


Statement of event or condition which calls for this request for
disbursement:

_______________________________________________________________

_______________________________________________________________


[Signature Page Follows]

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Disbursement approved by: 

CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. 


  
	By:
______________________________ 	 
    
	Name: 	Date 
	Title: 	  
	  	  
	  	  
	BREAN MURRAY, CARRET & CO., LLC 	  
	  	  
	By:
______________________________ 	 
    
	Name: 	Date 
	Title: 	  


  


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