Equity Transfer Agreement of All Issued Shares of Long Top Limited

(English Translation)

July 7, 2008

The Transferor:

PENG Qingqing

The Transferee:

CHINA SAFETECH HOLDINGS LIMITED

Party C:

CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC.

of

All Issued Shares

of

This Equity Transfer Agreement (the “ Agreement ”) is entered into by and among the following parties on July 7, 2008:

(1)

PENG Qingqing whose address is Unit B1, 9/F., Loyong Court Commercial Building, 212-220 Lockhart Road, Wanchai, Hong Kong, with the number of the Identity Card of Hong Kong Special Administrative Region of the People’s Republic of China: V131955(8) (hereinafter referred to as “ Transferor ”);

(2)

CHINA SAFETECH HOLDINGS LIMITED , a company duly incorporated according to the law of 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 duly incorporated according to the law of 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

LONG TOP LIMITED , a limited liability company legally organized and validly existing under the Company Ordinance of Hong Kong, whose information is listed as Exhibit I (hereinafter referred to as “ Long Top ”), and whose all issued shares are beneficially held by the Transferor.

WHEREAS

Long Top invests and establishes Shenzhen Jin Lin Technology Co., Ltd., a wholly foreign owned company legally organized and validly existing under the laws of People’s Republic of China, whose information is listed as Exhibit III (hereinafter referred to as “ Jin Lin ”), and whose all shares are beneficially held by Long Top.

WHEREAS

The Transferee desires to purchase from the Transferor and the Transferor desires to transfer to the Transferee 100% issued shares of Long Top. Upon completion of the transfer under this Agreement, the Transferee shall indirectly and fully acquire 100% shares and control power of Jin Lin.

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:

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

(iii)

All nouns and pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the Parties hereto may require;

(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.

Article 2  Share Transfer

2.1

As per stipulations in this Agreement, the Transferor, as the beneficiary owner of all issued and outstanding shares of Long Top (for more details please refer to Exhibit II, Part A,), will transfer such Shares for Transfer to the Transferee (for more details please refer to Exhibit II, Part B). After such transfer, the Transferee will own 100% issued and outstanding shares of Long Top.

2.2

Upon the completion of transaction hereunder, Shares for Transfer shall not be attached with 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 Jin Lin by Long Top and relevant benefits accumulated and distributed from the completion date.

Article 3 Transfer Price

3.1

Transfer Price

The Transferor and the Transferee 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 RMB68,581,647, consisting of RMB 40,000,000 in cash and shares of Party C which are listed on New York Stock Exchange and whose value is RMB 28,581,647.

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3.2

Method of Payment

3.2.1

The Transferee shall pay the Total Transfer Price to the Transferor as follows:

(1)

The Transferee has paid to the Transferor RMB13,000,000 before the Closing Date. The Balance of the cash amounts shall be paid according to the stipulations prescribed by Article 5.2.

(2)

The Transferee (through its parent company, Party C) shall issue restricted shares equal to RMB28,581,647 to the Transferor or its designees within ninety days after the execution date of this Agreement, and the share value shall be calculated based on the average closing price (USD15.5035/share) of twenty trading days before the execution date of this Agreement, which means that the Transferee shall issue 268,870 shares to the Transferor, of which 53,774 shares equal to RMB5,716,329 shall be issued within ninety days after the execution date of this Agreement.  If the shares are issued to LIU Jinzhi, LIU Jingang, and the directors and general manager of Jin Lin, the lock-up period for sales of those shares is two years after the execution date of this Agreement.  The Transferor shall pledge certain shares to the Transferee as provided under Article 5.2 hereof.

3.2.2

The Transferee shall remit the Balance of the cash amounts to the bank account designated by Transferor in accordance with the stipulations by Article 5.2 hereof.  The bank account information will be provided by the Transferor separately.

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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 Long Top and Jin Lin 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 profits of Long Top and Jin Lin with the Transferee. At the meantime, the Transferee shall have the right to appoint managerial or financial personnel, or authorize to appoint existing personnel of Long Top and Jin Lin to take charge of management and operation of Long Top and Jin Lin as well as all files, materials, financial documents and on the like.  The Transferor shall not enjoy any right and/or interest as shareholder of Long Top and Jin Lin from the Closing Date b