Unassociated Document


    EXHIBIT
      10.1

    


    EXCLUSIVE
      COOPERATION AGREEMENT

    (English
      Translation)

    


    This
      Exclusive Cooperation Agreement is entered into by and between the following
      parties (each, a “Party”
and
      collectively, the “Parties”)
      as of
      September 20, 2007:

    


    
      	
              1.

            	
              Golden
                Group Holdings (Shenzhen) Limited (“Golden”)

            


    

    


    
      	
              Address:

            	
              4/F,
                East 3/B, Saige Science & Technology Park, Huaqiang, Shenzhen,
                China

            
	
              Fax:

            	
              0755-83763482

            
	
              Represented
                by:

            	
              TU
                Guoshen

            


    

    


    
      	
              2.

            	
              Shenzhen
                Chuang Guan Intelligent Network Technology Co., Ltd. (“Company”)

            


    

    


    
      	
              Address:

            	
              39/F,
                Shenzhen Special Zone Press Tower, Shennan Road, Futian, Shenzhen,
                PR
                China

            
	
              Fax:

            	
              0755-83510018

            
	
              Represented
                by:

            	
              ZHANG
                Feize

            


    

    


    
      	
              3.

            	
              China
                Security & Surveillance Technology, Inc. (OTCBBæCSCT)
                (“CSST”)
                

            


    

    


    
      	
              Address:

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

            
	
              Fax:

            	
              0755-83510815

            
	
              Represented
                by:

            	
              TU
                Guoshen

            


    

     

    RECITALS

    


    WHEREAS,
      the
      Company is a company organized and existing under the laws of the People’s
      Republic of China (“PRC”);

    


    WHEREAS,
      Golden
      is a company organized and existing under the laws of the PRC, with CSST, its
      ultimate holding company currently listing on the OTCBB in United
      States;

    


    WHEREAS,
      the
      Company desires and Golden agrees to provide technical support and other
      necessary services to the Company;

    


    WHEREAS,
      the
      Parties desire to set forth certain covenants and agreements between and among
      themselves in connection with the exclusive cooperation relationship
      contemplated by this Agreement;

    


    NOW,
      THEREFORE,
      in
      consideration for the mutual covenants and promises set forth herein, each
      Party
      agrees as follows:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AGREEMENT

    

      
        	
                1.

              	
                DEFINITION

              


      

    

     

    Unless
      otherwise defined in the Agreement, the following definitions shall be used
      in
      this Agreement:

    


    “Business
      scope of the Company”
shall
      mean the business scope describes in the business license of the Company, which
      includes, inter
      alia,
      establishment of separate entities (subject to the approval of governmental
      authorities on a case by case basis), domestic commercial business, supply
      and
      sale of raw materials (exclusive of commodities under special control of the
      State); development and sale of computer soft- and hard-wares; development
      of
      network technology; design, installment and maintenance of safety and
      surveillance system, and contract of intelligent construction
      system.

    


    “Certificate”
shall
      mean the certificate issued by relevant PRC governmental department on
      10th
      March,
      2003 with regard to the computer information system certificate involving
      government secret and all subsequent renewal of this certificate. 

    


    “Permitted
      Business Activities”
shall
      refer to any business activities that, according to existing or future laws
      and
      regulations of PRC, are permitted to be engaged by foreign companies or foreign
      invested companies, regardless of the restrictions over the equity ownership
      percentage, by any method or through any type of transaction
      structure.

    


    “Restricted
      Business Activities”
shall
      refer to the other business activities that are excluded from the scope of
      the
      Permitted Business Activities.

    


    “Service”
shall
      mean the services provided by Golden to the Company under Clause 2.1.1(1) of
      this Agreement.

    

      
        	
                2.

              	
                EXCLUSIVE
                  COOPERATION
                  RELATIONSHIP

              


      

    

     

    
      
        	
                2.1

              	
                Scope
                  of Cooperation

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                2.1.1

              	
                Exclusive
                  Cooperation over Permitted Business
                  Activities

              


      

    

     

    For
      the
      Permitted Business Activities, the cooperation between the Company and Golden
      will include, without limitation:

     

    
      
        	 	
                (1)

              	
                Golden
                  shall provide the Service to the Company as
                  below:

              


      

       

    

    
      	 	
              (a)

            	
              Appointment
                and provision of the workforce for any business activities of the
                Company.

            


    

    
      	 	
              (b)

            	
              Provision
                of any technology license, equipment, consultation and
                support.

            


    

    
      	 	
              (c)

            	
              Provision
                of training services, and

            


    

    
      	 	
              (d)

            	
              Other
                service and support as agreed by all
                parties.

            


    

    


    
      	 	
              (2)

            	
              The
                Company shall subcontract all business to Golden or any party nominated
                by
                Golden. Without the prior written consent from Golden, the Company
                shall
                not subcontract any business activities of the Company to any third
                party.

            


    

    


    
      	 	
              (3)

            	
              Golden
                has the right to appoint certain representatives and staffs in the
                Company.

            


    

    


    
      	 	
              (4)

            	
              Golden
                has the right, at its discretion, to require establishing a joint
                venture
                with the Company for the purpose of engaging into any business activities.
                Without the prior written consent from Golden, the Company shall
                not
                engage in any joint venture with any third party for any purpose
                with
                regard to the same business
                activities.

            


    

    


    
      	 	
              (5)

            	
              The
                Parties hereby agree that any marketing and business development
                activities shall be in the name of both the Company and Golden or
                its
                joint venture. Golden has the right to require the Company to mark
                on any
                marketing documents, advertising brochures and any other materials
                of this
                kind the full name of the Golden. Without the prior written consent
                from
                Golden, the Company shall not engage in any marketing and business
                development activities, or print out and distribute any marketing
                material, with any third party.

            


    

    


    
      	 	
              (6)

            	
              The
                Service provided by Golden is exclusive in nature. During the course
                of
                the term of this Agreement, without the prior written consent from
                Golden,
                the Company shall not sign any agreement with any third party for
                the same
                or similar Service in this
                Agreement.

            


    

     

    
      
        	
                2.1.2

              	
                Exclusive
                  Cooperation over Restricted Business
                  Activities

              


      

    

     

    For
      the
      Restricted Business Activities, the cooperation between the Company and Golden
      shall include, without limitation:

    


    
      	 	
              (1)

            	
              The
                Service provided by Golden to the Company. The provision of the aforesaid
                shall not make the Company to lose its qualifications under the
                Certificate.

            


    

    


    
      	 	
              (2)

            	
              The
                Service provided by Golden is exclusive in nature. During the course
                of
                the term of this Agreement, without the prior written consent from
                Golden,
                the Company shall not sign any agreement with any third party for
                the same
                or similar Service in this
                Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                2.1.3

              	
                Right
                  Not to Perform

              


      

    

     

    Notwithstanding
      anything to the contrary, Golden may decline to perform any of its set forth
      as
      above if Golden, based on its sole judgment, reasonably and in good faith
      believes that it is not in a position to render such service as required by
      the
      Company; provided, however, that Golden shall promptly notify the Company of
      its
      such decision and provide reasonable assistance to the Company in making
      alternative arrangement.

    

      
        	
                2.2

              	
                Exclusivity

              


      

    

     

    During
      the term of this Agreement, without the prior written consent from Golden,
      the
      Company shall not (1) enter into any contract or any cooperation relationship
      with any third party; and/or (2) engage in any other activities that, at the
      sole discretion of Golden, may impair Golden’s exclusive right granted
      hereunder. The Company shall take all necessary actions (including but not
      limited to corporate actions) to ensure that Golden be the exclusive cooperation
      partner in any possible business activities, provided however, such cooperation
      shall not violate any PRC laws and regulations. Except as otherwise provided
      herein, the Company shall notice Golden of any contract offer from any client
      as
      soon as practicable.

    

      
        	
                3.

              	
                CONSIDERATION
                  FOR THE EXCLUSIVE COOPERATION
                  RELATIONSHIP

              


      
  

    
      
        	
                3.1

              	
                Consideration

              


      

    

     

    As
      consideration of the exclusive cooperation arrangement, Golden agrees to provide
      to the Company RMB5,000,000 in cash and US$8,907,350 worth of restricted stocks
      (the “Shares”).
      The
      number of Shares to be issued shall be calculated based on the 20-day average
      closing price of CSST’s stocks prior to the signing of this Agreement
      (US$19.094/stock), i.e., 466,500 shares. The Shares shall be issued to the
      Company or its designee(s) within 90 days of the signing of this
      Agreement.

    Considering
      the support and services provided and/or to be provided by Golden, the Company
      hereby agrees to the following profits sharing scheme:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                3.2

              	
                Profits
                  Sharing Scheme

              


      

    

     

    
      
        	
                3.2.1

              	
                Profits
                  Arising from Permitted Business
                  Activities

              


      



    The
      Parties agree to enter into subcontracting arrangement where all the work
      belonging to the Permitted Business Activities, including without limitation
      to
      the installment of security and surveillance equipments, will be subcontracted
      to Golden at the face value of the contracts.

     

    
      
        	
                3.2.2

              	
                Profits
                  Arising from Restricted Business
                  Activities

              


      

       

    

    The
      Parties acknowledge that, for all business activities of the Company that belong
      to Restricted Business Activities, the Company agree to pay an amount equals
      to
      the face value of any contract minus the costs and expenses incurred in the
      process of obtaining and performing this contract by the Company to Golden
      for
      every contract it entered into with any third party.

    

      
        	
                4.

              	
                REPRESENTATIONS
                  AND WARRANTIES OF THE
                  COMPANY

              


      

    

     

    The
      Company shall hereby make the following representations and warranties for
      the
      benefit of Golden:

    

      
        	
                4.1

              	
                Corporate
                  Existence and Power

              


      

    

    

      
        	 	
                (a)

              	
                The
                  Company is a limited liability company duly organized and validly
                  existing
                  under the laws of the People’s Republic of China, and has all corporate
                  powers and all governmental licenses, authorizations, consents
                  and
                  approvals required to carry on its business as now conducted and
                  as
                  currently contemplated to be conducted and as currently contemplated
                  to be
                  conducted.

              


      

      
      

       

      
        	 	
                (b)

              	
                The
                  Company has the full power and qualifications to guarantee the
                  subsistence
                  of the Certificate.

              


      

      
      

       

      
        	 	
                (c)

              	
                The
                  Company has not ever approved, or commenced any proceeding or made
                  any
                  election contemplating, the dissolution or liquidation of the Company
                  or
                  the winding up or cessation of the business or affairs of the
                  Company.

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                4.2

              	
                Authorization;
                  No Consent

              


      

    

    
      

        
          	 	
                  (a)

                	
                  The
                    Company has taken all necessary corporate actions to authorize
                    its
                    execution, delivery and performance of this Agreement and all
                    related
                    documents and has the corporate power and authorization to execute,
                    deliver and perform this Agreement and the other related
                    documents.

                


        

        
        

         

        
          	 	
                  (b)

                	
                  The
                    Company has the absolute and unrestricted right, power, authority,
                    and
                    capacity to execute and deliver this Agreement and the other
                    related
                    documents and to perform their obligations under this Agreement
                    and the
                    other related Documents.

                


        

        
        

         

        
          	 	
                  (c)

                	
                  The
                    Company shall not require giving any notice to or obtaining any
                    consent
                    from any person in connection with the execution and delivery
                    of this
                    Agreement or the consummation or performance of any of the exclusive
                    cooperation arrangement contemplated
                    hereunder.

                


        

        
        

         

        
          	 	
                  (d)

                	
                  The
                    Company owns all the governmental authorizations necessary to
                    permit the
                    Company to lawfully conduct and operate its business in the manner
                    it
                    currently conducts and operates such business and to permit the
                    Company to
                    own and use its assets in the manner in which it currently owns
                    and uses
                    such assets. To the best knowledge of the Company, there is no
                    basis for
                    any governmental authority to withdraw, cancel or cease in any
                    manner any
                    of such governmental
                    authorizations.

                


        

      

       

      
        	
                4.3

              	
                No
                  Conflicts

              


      

    

    
    

     

    Execution
      and perform of this Agreement by the Company will not contravene, conflict
      with,
      or result in violation of (A) any provision of the organizational documents
      of
      the Company; (B) any resolution adopted by the board of directors or the
      shareholders of the Company; (C) any laws and regulations to which the exclusive
      cooperation arrangement contemplated in this Agreement is subject; and (D)
      any
      provisions of any contracts or agreements of any kind that the Company is a
      party or the Company is subject to.

    

      
        	
                4.4

              	
                Other
                  Warranties

              


      

    

     

    The
      Company warrants that it staffs (including Zhang Feize) shall not engage in
      any
      activity which will result in direct competition with the Company for a period
      of five (5) years after the signing of this Agreement.

    

      
        	
                5.

              	
                REPRESENTATIONS
                  AND WARRANTIES OF
                  GOLDEN

              


      

    

     

    Golden
      makes the following representations and warranties for the benefit of the
      Company:

    

      
        	
                5.1

              	
                Authorization;
                  No Consent

              


      

    

     

    Golden
      has taken all necessary corporate actions to authorize its execution, delivery
      and performance of this Agreement and all related documents and has the
      corporate power and authorization to execute, deliver and perform this Agreement
      and the other related documents.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    
      	
              5.2

            	
              No
                Conflicts

            


    

     

    Execution
      and perform of this Agreement by Golden will not contravene, conflict with,
      or
      result in violation of (A) any provision of the organizational documents of
      Golden; (B) any resolution adopted by the board of directors or the shareholders
      of Golden; (C) any laws and regulations to which the exclusive cooperation
      arrangement contemplated in this Agreement is subject; and (D) any provisions
      of
      any contracts or agreements of any kind that Golden is a party or Golden is
      subject to.

    

      
        	
                6.

              	
                TERMINATION

              


      

    

     

    This
      Agreement shall become effective upon signing by the Parties for a period of
      twenty (20) years, unless terminate by Golden unilaterally. This Agreement
      shall
      automatically renew for a period of twenty (20) years further when the aforesaid
      period expires, unless terminate by Golden unilaterally.

    

      
        	
                7.

              	
                MISCELLANEOUS
                  PROVISIONS

              


      

    

    

      
        	
                7.1

              	
                Notices

              


      

    

     

    Any
      notices given pursuant to this Agreement must be in writing. Notices may be
      delivered personally, sent by registered airmail (postage prepaid) or by a
      recognized courier service, or sent by facsimile transmission to the Parties’
addresses first set forth above. Notices given by personal delivery will be
      deemed effectively given on the date of personal delivery. Notices given by
      registered airmail (postage prepaid) will be deemed effectively given on the
      seventh (7th) day after the date on which they were mailed (as indicated by
      the
      postmark). Notices given by air courier will be deemed effectively given on
      the
      date of delivery (as indicated by the airway bill). Notices given by facsimile
      transmission will be deemed effectively given on the first (1st) business day
      following the date of transmission. Any Party may at any time change its address
      for service of notices by delivering written notice of its new address to the
      other Parties in accordance with this Article 7.1.

    

      
        	
                7.2

              	
                Disputes;
                  Arbitration

              


      

    

    

      
        	 	
                (e)

              	
                Mandatory
                  Arbitration
                  All disputes arising out of or relating to this Agreement will
                  be resolved
                  by mandatory, binding arbitration in accordance with this Article
                  7.2.

              


      

      
      

       

      
        	 	
                (f)

              	
                Friendly
                  Negotiations
                  Before any arbitration is commenced pursuant to this Article 7.2,
                  the
                  Parties must endeavour to reach an amicable settlement of the dispute
                  through friendly negotiations. 

              


      

      
      

       

      
        	 	
                (g)

              	
                Commencement
                  of Arbitration
                  If
                  no mutually acceptable settlement of the dispute is made within
                  the sixty
                  (60) days from the commencement of the settlement negotiation or
                  if any
                  Party refuses to engage in any settlement negotiation, any Party
                  may
                  submit the dispute for arbitration.


              


      

      
      

       

      
        	 	
                (h)

              	
                Arbitration
                  Any arbitration commenced pursuant to this Article 7.2 will be
                  conducted
                  in Hong Kong under the Arbitration Rules of the United Nations
                  Commission
                  on International Trade Law by arbitrators appointed in accordance
                  with
                  such rules. The arbitration and appointing authority will be the
                  Hong Kong
                  International Arbitration Centre (“HKIAC”).
                  The arbitration will be conducted by a panel of three arbitrators,
                  one
                  chosen by the Company, one chosen by the CSST, and the third by
                  agreement
                  of the parties; failing agreement within 30 days of commencement
                  of the
                  arbitration proceeding, the HKIAC will appoint the third arbitrator.
                  The
                  proceedings will be confidential and conducted in English. The
                  arbitral
                  tribunal will have the authority to grant any equitable and legal
                  remedies
                  that would be available in any judicial proceeding instituted to
                  resolve a
                  disputed matter, and its award will be final and binding on the
                  parties.
                  The arbitral tribunal will determine how the parties will bear
                  the costs
                  of the arbitration. Notwithstanding the foregoing, each party will
                  have
                  the right at any time to immediately seek injunctive relief, an
                  award of
                  specific performance or any other equitable relief against the
                  other party
                  in any court or other tribunal of competent jurisdiction. During
                  the
                  pendency of any arbitration or other proceeding relating to a dispute
                  between the parties, the parties will continue to exercise their
                  remaining
                  respective rights and fulfill their remaining respective obligations
                  under
                  this Agreement, except with regard to the matters under
                  dispute.

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                7.3

              	
                Headings
                  and Gender

              


      
 

    The
      headings of Sections in this Agreement are provided for convenience only and
      will not affect its construction or interpretation. All references to “Section”
or “Sections” refer to the corresponding Section or Sections of this Agreement.
      All words used in this Agreement will be construed to be of such gender or
      number as the circumstances require. Unless otherwise expressly provided, the
      word “including” does not limit the preceding words or terms.

    
      


      
        	
                7.4

              	
                Severability

              


      

    

     

    If
      any
      provision of this Agreement is held invalid or unenforceable by any court of
      competent jurisdiction, the other provisions of this Agreement will remain
      in
      full force and effect. Any provision of this Agreement held invalid or
      unenforceable only in part or degree will remain in full force and effect to
      the
      extent not held invalid or unenforceable.

    

      
        	
                7.5

              	
                Waiver

              


      

    

     

    No
      failure or delay by any Party to exercise any right, power or remedy under
      this
      Agreement will operate as a waiver of any such right, power or
      remedy.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                7.6

              	
                Integration

              


      

    

     

    This
      Agreement contains the sole, final and complete expression and understanding
      between the Parties with respect to the exclusive cooperation arrangement
      contemplated herein.

    

      
        	
                7.7

              	
                Assignments,
                  Successors, and no Third-Party
                  Rights

              


      

    

     

    No
      Party
      may assign any of its rights under this Agreement without the prior consent
      of
      the other Parties, which will not be unreasonably withheld. Subject to the
      preceding sentence, this Agreement will apply to, be binding in all respects
      upon, and inure to the benefit of the successors and permitted assigns of the
      Parties. Nothing expressed or referred to in this Agreement will be construed
      to
      give any Person other than the Parties to this Agreement any legal or equitable
      right, remedy, or claim under or with respect to this Agreement or any provision
      of this Agreement. This Agreement and all of its provisions and conditions
      are
      for the sole and exclusive benefit of the Parties to this Agreement and their
      successors and assigns.

    

      
        	
                7.8

              	
                Governing
                  Law

              


      

    

     

    This
      Agreement will be construed, and the rights and obligations under this Agreement
      determined, in accordance with the laws of the PRC,
      without
      regard to the principles of conflict of laws thereunder.

    

      
        	
                7.9

              	
                Amendment

              


      

    

     

    This
      Agreement may not be amended, altered or modified except by a subsequent written
      document signed by all Parties.

    

      
        	
                7.10

              	
                Language
                  and Counterparts

              


      

    

     

    This
      Agreement may be executed in any number of counterparts. When each Party has
      signed and delivered to all other Parties at least one such counterpart, each
      of
      the counterparts will constitute one and the same instrument. This Agreement
      is
      written in the Chinese language.

    


    


    [The
      remainder of this page is intentionally left blank.]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      Parties hereto have caused this Exclusive Cooperation Agreement to be executed
      by their duly authorized representatives as of September 20, 2007.

    


    “Golden”:

    


    
      	
              Golden
                Group Holdings (Shenzhen) Limited

            	 
	
              /s/Tu
                Guoshen

            	 
	
              Name:
                TU Guoshen 

            	 
	
              Its:
                Legal Representative

            	 


    

     

     

    The
      “Company”:

    


    
      	
              Shenzhen
                Chuang Guan Intelligent Network Technology Co., Ltd.

            	 
	
              /s/
                Zhang Feize

            	 
	
              Name:
                ZHANG Feize

            	 
	
              Its:
                President 

            	 


    

     

     

    “CSST”:

    


    
      	
              China
                Security & Surveillance Technology, Inc.

            	 
	
              /s/
                Tu Guoshen 

            	 
	
              Name:
                TU Guoshen

            	 
	
              Its:
                President