SHARE PLEDGE AGREEMENT

This SHARE PLEDGE AGREEMENT (this “ Agreement” ) dated as of February 8, 2007, between (1) Mr. Tu Guo Shen and Ms. Li Zhi Qun, both individuals resident in the People’s Republic of China, and Whitehorse Technology Limited, a British Virgin Islands company wholly owned by Mr. Tu Guo Shen (collectively, the “ Pledgor ”), and (2) Citadel Equity Fund Ltd., as the secured party (the “ Secured Party ”). All representations, warranties, agreements and covenants of the Pledgor provided in this Agreement are given or made by both Mr. Tu Gou Shen and Whitehorse Technology Limited on a joint and several basis.

WHEREAS, China Security & Surveillance Technology, Inc. (the “ Company ”) has entered into a notes purchase agreement dated as of February 5, 2007 (the “ Notes Purchase Agreement ”) between the Company and the Secured Party; and

WHEREAS, the Pledgor owns, directly or indirectly, the issued and outstanding equity interests set forth beside the Whitehorse Technology Limited’s name on Exhibit A attached hereto and made a part hereof (the “ Equity Interests ”), and such Equity Interests are a part of all of the issued and outstanding equity interests in the Company that the Pledgor, directly or indirectly, is the sole legal and beneficial owner of as set forth opposite the Pledgor’s name on Exhibit B attached hereto (the “ Owned Equity Interests ”); and

WHEREAS, the Pledgor is required to execute and deliver this Agreement pursuant to the Notes Purchase Agreement.

NOW, THEREFORE , for and in consideration of the foregoing and of any financial accommodations or extensions of credit heretofore, now or hereafter made to or for the benefit of the Secured Party pursuant to the Notes Purchase Agreement or any other agreement, instrument or document executed pursuant to or in connection therewith, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor and the Secured Party hereby agree as follows:

1.    Defined Terms . Unless otherwise defined herein, each capitalized term used herein that is defined in the Notes Purchase Agreement or the Conditions shall have the meaning specified for such term in the Notes Purchase Agreement or the Conditions. Unless otherwise defined herein or in the Notes Purchase Agreement or in the Conditions, terms used in Article 8 or Article 9 of the Uniform Commercial Code as in effect from time to time in the State of Deleware are used herein as therein defined. In addition, the following terms used in this Agreement shall have the meanings set forth below:

“ Conditions ” means the terms and conditions of the Notes.

“ Co-Secured Party ” means The Bank of New York, appointed as co-Secured Party for the purposes of holding the Pledged Collateral pursuant to Section 29(b) .

“ Secured Obligations ” means all obligations owing by the Pledgor and the Company to the Secured Party from time to time under the Notes Purchase Agreement and the Notes including, without limitation, interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding.

2.    Pledge . The Pledgor hereby pledges to the Secured Party, and grants to the Secured Party, a security interest in, the following (the “ Pledged Collateral ”):

(a)    all of the right, title and interest of the Pledgor in the Equity Interests, whether now existing or hereafter arising, and the certificates representing the shares of such capital stock (such now-existing shares held by the Pledgor being identified on Exhibit A attached hereto and made a part hereof) (all of said Equity Interests being hereinafter collectively referred to as the “ Pledged Stock ”), herewith delivered to the Secured Party, accompanied by a stock power in the form of Exhibit C attached hereto and made a part hereof duly executed in blank (the “ Power ”), and all dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Stock;

(b)    all Additional Pledged Stock (as defined in Section 13 ) and Pledged Cash (as defined in Section 13 ), from time to time upon occurrences of Triggering Events (as defined in Section 13 ), and the certificates representing such Additional Pledged Stock (any such Additional Pledged Stock shall constitute part of the Pledged Stock and the Secured Party is irrevocably authorized to amend Exhibit A from time to time to reflect such Additional Pledged Stock and Pledged Cash), and all options, warrants, dividends, distributions, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Additional Pledged Stock; and

(c)    all proceeds of the foregoing.

3.    Security for Secured Obligations . The Pledged Collateral secures the full and prompt payment, performance and observance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations.

4.    Delivery of Pledged Collateral; Registration and Acknowledgments . All certificates representing or evidencing the Pledged Collateral, if any, shall be delivered to the Co-Secured Party in New York, New York, U.S.A. or on behalf of the Co-Secured Party to the office of Simpson Thacher & Bartlett LLP (counsel to the Secured Party) in Hong Kong pursuant hereto and shall be in suitable form for transfer by delivery and shall be accompanied by the Power duly executed in blank, all in form and substance satisfactory to the Secured Party. After the occurrence and during the continuance of an Event of Default, the Co-Secured Party shall have the right, at any time at the written direction of the Secured Party and without notice to the Pledgor, to transfer to or to register in the name of the Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights specified in Sections 9 and 10 . In addition, the Secured Party shall have the right at any time to direct the Co-Secured Party in writing to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations.

5.    Pledged Collateral Adjustments . If, during the term of this Agreement:

(a)    any stock dividend, reclassification, readjustment or other change is declared or made in the capital structure of the Company, or any option included within the Pledged Collateral is exercised, or both, or

(b)    any subscription warrants, shares, or any other rights or options shall be issued in connection with the Pledged Collateral,

then all new, substituted and additional shares, warrants, shares, rights, options or other securities, issued by reason of any of the foregoing, shall be immediately delivered to and held by the Secured Party, under the terms of this Agreement and shall constitute Pledged Collateral hereunder.

6.    Subsequent Changes Affecting Pledged Collateral . The Pledgor represents and warrants that it has made its own arrangements for keeping itself informed of changes or potential changes affecting the Pledged Collateral (including, but not limited to, rights to convert, rights to subscribe, payment of distributions, reorganization or other exchanges, offers to purchase and voting rights), and the Pledgor agrees that the Secured Party shall not have any obligation to inform the Pledgor of any such changes or potential changes or to take any action or omit to take any action with respect thereto. The Secured Party may, after the occurrence and during the continuance of an Event of Default, without notice and at its option, transfer or register (or direct the Co-Secured Party in writing to transfer or register) the Pledged Collateral or any part thereof into its or its nominee’s name with or without any indication that such Pledged Collateral is subject to the security interest hereunder.

7.    Covenants of the Pledgor

(a)    The Pledgor agrees that it shall take all necessary steps and actions to perform its obligations hereunder and effect the transactions contemplated herein; and to do and perform all things required to be done and performed by it under this Agreement prior to and after the Closing Date.

(b)    The Pledgor agrees to execute and deliver, or cause to be executed or delivered, any and all other agreements, instruments, or documents which the Secured Party may reasonably request in order to grant, perfect and maintain secured interests on or in the Pledged Collateral.

8.    Representations and Warranties . The Pledgor represents and warrants as follows:

(a)    It is the sole legal and beneficial owner of (i) the Equity Interests set forth opposite Whitehorse Technology Limited’s name on Exhibit A attached hereto and made a part hereof and (ii) the Owned Equity Interests set forth opposite the Pledgor’s name on Exhibit B attached hereto and made a part hereof, in both cases free and clear of any Lien, except for (x) the Lien created by this Agreement and (y) the Lien already provided to a third party by the Pledgor on 2,044,126 shares of common stock of the Company (for the avoidance of doubt, which are not part of any of the Equity Interests) (the “ Encumbered Shares ”);

(b)    All of the Owned Equity Interests have been duly authorized and validly issued, are fully paid and non-assessable;

(c)    All of the Pledged Stock is presently represented by the certificates listed on Exhibit A hereto and all of the Owned Equity Interests (other than the Pledged Stock) are presently represented by the certificates listed on Exhibit B . As of the date hereof, there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Pledged Stock or the Owned Equity Interests other than with respect to the Encumbered Securities;

(d)    It has full power and authority to enter into this Agreement;

(e)    There are no restrictions upon the voting rights associated with, or upon the transfer of, any of the Pledged Collateral except pursuant to the Act;

(f)    It has the right to vote, pledge, assign and grant a security interest in or otherwise transfer such Pledged Collateral free of any Liens, except as set forth in paragraph (e) above;

(g)    No authorization, approval, or other action by, and no notice to or filing with, any Governmental Authority is required either (i) for the pledge by it of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by it or (ii) for the exercise by the Secured Party of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally and realization of collateral);

(h)    The pledge of the Pledged Collateral pursuant to this Agreement, together with the delivery of the stock certificates pertaining thereto to the Secured Party, creates a valid and perfected first priority security interest in the Pledged Collateral, in favor of the Secured Party, securing the payment and performance of the Secured Obligations;

(i)    This Agreement has been duly authorized, executed and delivered by and on behalf of the Pledgor and constitutes the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms;

(j)    There is no action, suit, proceeding, governmental investigation or arbitration, at law or in equity, or before or by any Governmental Authority, pending, or to the knowledge of the Pledgor, threatened against the Pledgor or any of its property which will materially and adversely affect the ability of the Pledgor to perform its obligations under this Agreement;

(k)    The execution, delivery and performance of this Agreement by the Pledgor (i) does not violate, constitute a breach of or a default (with the passage of time or otherwise) under, require the consent of any person or a Governmental Authority or result in the imposition of a Lien (other than the Lien created by this Agreement) on any assets of the Pledgor under or pursuant to (x) any indenture, mortgage, or any other agreement to which the Pledgor is a party or by which any of its properties or assets may be bound or (y) any statute, rule, regulation, law or ordinance, or any judgment, decree or order or any organizational documents applicable to the Pledgor, and (ii) does not violate any restriction on such transfer or encumbrance of the Pledged Collateral;

(l)    The Power is an effective endorsement duly executed by an appropriate person and gives the Secured Party the authority they purport to confer; and

(m)    (i) In the case of Mr. Tu Guo Shen and Ms. Li Zhi Qun, its principal residence is located in the People’s Republic of China, and (ii) in the case of Whitehorse Technology Limited, it is a company wholly owned by Mr. Tu Guo Shen duly incorporated, validly existing and in good standing under the laws of the British Virgin Islands with full corporate power and authority to conduct its business as currently conducted and to execute, deliver and perform its obligations under this Agreement.

9.    Voting Rights . During the term of this Agreement, and except as provided in this Section 9 , the Pledgor shall have the right to vote the Pledged Stock held by it on all corporate questions in a manner not inconsistent with the terms of this Agreement, the Notes Purchase Agreement and the Conditions; provided , however , that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of the Secured Party in respect of the Pledged Collateral or which would authorize, effect or consent to (i) the dissolution or liquidation, in whole or in part, of the Company; (ii) the consolidation or merger of the Company with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of the Company, except for Liens in favor of the Secured Party; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of the Company or the issuance of any additional shares of its equity interests; or (v) the alteration of the voting rights with respect to the equity interests of the Company. After the occurrence and during the continuation of an Event of Default, the Secured Party may, at its option, exercise all voting rights pertaining to the Pledged Collateral, including the right to take action by shareholder consent.

10.    Dividends and Other Distributions . (a) So long as no Event of Default shall have occurred and be continuing:

(i)    The Pledgor shall be entitled to receive and retain any and all dividends and distributions paid in respect of the Pledged Collateral, notwithstanding such dividends and distributions being subject to the pledge and assignment thereof pursuant to Section 2 ; provided , however , that any and all:

(A)    dividends and distributions paid or payable other than in cash with respect to, and instruments and other property received, receivable or otherwise distributed with respect to, or in exchange for, any of the Pledged Collateral;

(B)    dividends and other distributions paid or payable in cash with respect to any of the Pledged Collateral on account of a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and

(C)    cash paid, payable or otherwise distributed with respect to principal of, or in redemption of, or in exchange for, any of the Pledged Collateral;

shall be Pledged Collateral, as the case may be, and shall be forthwith delivered to the Secured Party as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the Secured Party; and

(ii)    The Secured Party shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to receive the dividends which it is authorized to receive and retain pursuant to clause (i) above.

(b)    After the occurrence and during the continuation of an Event of Default:

(i)    All rights of the Pledgor to receive the dividends and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 10(a)(i) hereof shall cease, and all such rights shall thereupon become vested in the Secured Party which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and other distributions;

(ii)    All dividends and other distributions which are received by the Pledgor contrary to the provisions of clause (i) of this Section 10(b) shall be received in trust for the Secured Party;

(iii)    The Pledgor shall, upon the reasonable request of the Secured Party, at the Pledgor’s expense, execute and deliver, and cause the Company and its officers and directors to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be required by applicable law or may be necessary or, in the opinion of the Secured Party or its counsel, advisable to register the applicable Pledged Collateral under the provisions of the Act, and to exercise its best efforts to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the opinion of the Secured Party or its counsel, are necessary or advisable, all in conformity with the requirements of the Act and the rules and regulations of the Commission applicable thereto;

(iv)    The Pledgor shall, at the Pledgor’s expense, use its best efforts to qualify the Pledged Collateral under state securities or “Blue Sky” laws and to obtain all necessary governmental approvals for the sale of the Pledged Collateral;

(v)    The Pledgor, if applicable, shall, at the Pledgor’s expense, cause the Company to make available to the holders of its securities, as soon as practicable, earning statements which will satisfy the provisions of Section 11(a) of the Act; and

(vi)    The Pledgor shall, at the Pledgor’s expense, do or cause to be done all such other acts and things as may be necessary to make such sale of the Pledged Collateral or any part thereof valid and binding and in compliance with applicable law.

The Pledgor will reimburse the Secured Party for all expenses incurred by the Secured Party, including, without limitation, reasonable attorneys’ and accountants’ fees and expenses in connection with the foregoing. Upon or at any time after the occurrence and during the continuation of an Event of Default, if the Secured Party determines that, prior to any public offering of any securities constituting part of the Pledged Collateral, such securities should be registered under the Act and/or registered or qualified under any other federal or state law and such registration and/or qualification is not practicable, then the Pledgor agrees that it will be commercially reasonable if a private sale, upon at least ten (10) Business Days’ notice to the Pledgor, is arranged so as to avoid a public offering, even though the sales price established and/or obtained at such private sale may be substantially less than prices which could have been obtained for such security on any market or exchange or in any other public sale.

11.    Transfers and other Liens . The Pledgor agrees that it will not (i) sell, transfer or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral or any other Owned Equity Interests without the prior written consent of the Secured Party, or (ii) create or permit to exist any Lien upon or with respect to any of the Pledged Collateral or any of the Owned Equity Interests (except for the security interest under this Agreement or with respect to the Encumbered Shares). The Pledgor further agrees that it will procure, or take reasonable efforts to procure, that the Company and any other direct or indirect subsidiary thereof shall carry on business only in the ordinary course and will not dispose of or agree to dispose of a substantial part of its assets or undertaking without the prior written approval of the Secured Party.

12.    Defense of Title . The Pledgor will defend the title to the Pledged Collateral and the Liens of the Secured Party in the Pledged Collateral against the claim of any Person and will maintain and preserve the Liens created under this Agreement.

13.    Additional Pledged Stock .    (a) Th