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Asset Purchase Agreement

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Title:

Asset Purchase Agreement

Entities:

Nw Apartment Portfolio II LLC

Date:

2006

Size:

15KB total

Price:

$41

ID:

#2570524

► Purchase & Sale ► Purchase ► Asset Purchase Agreements

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English Summary of

Asset Purchase Agreement

(I) Transferor (Party A): SHENYANG GOLDEN DIGITAL TECHNOLOGY CO., LTD.

Address: Room 706, 5 Sanhao Street, Heping District, Shenyang, PR China

Company Representative: Tu Guoshen

(II) Transferee (Party B): GOLDEN GROUP (SHENZHEN) CO., LTD.

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

Company Representative: Tu Guoshen

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

Address: P. O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands

This Agreement has been reached by both parties on the grounds of good faith and equality with the understanding of mutual benefits, in accordance with the Company Law, Contract Law together with other related laws, rules and regulations of the Peoples Republic of China (the Laws of China) on the sale of all the security and surveillance business and the management team of Party A (Assets) to Party B.

CLAUSE 1 DEFINITIONS

Unless defined otherwise elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated as follows:

1.1 Assets means all the security and surveillance business and the management team of Party A after an appraisal.

1.2 Business License means the license which Party A obtained from the Shenyang Industry and Commerce Administration and the license is still valid as of the Effective Date of the Agreement.

CLAUSE 2 TRANSFEROR

2.1 Party A is a legal entity validly existing under the laws of China It was incorporated on April 9^th, 2003 in Shenyang with its Business License issued by the Industry and Commerce Administration under the address of: Room 706, 5 Sanhao Street, Heping District, Shenyang, PR China with its chief representative as: TU Guoshen. The registered shareholders are TU Guoshen 42%, YANG Donghong 38%, and CHEN Xinghua 20%. The main business of Party A is marketing of security and surveillance products.

CLAUSE 3 TRANSFEREE

3.1 Party B is a legal entity validly existing under the laws of China. It was incorporated on April 26^th, 2001 in Shenzhen with its Business License issued by the Industry and Commerce Administration under the address of: 4/F, East 3/B, Saige Science & Technology Park, Huaqiang, Shenzhen, PR China with its chief representative as: TU Guoshen. The registered shareholder is China Safetech Holdings Limited 100%. The main businesses of Party A are software and hardware R&D, sales and others.

3.2 CSST was incorporated on April 8^th, 2002 in the British Virgin Islands as a limited company with company number 490452 and is at present listed on the NASDAQ OTCBB (OTCBB: CSSTF). It is the ultimate parent company of Party B.

CLAUSE 4 SUBJECT MATTER OF TRANSACTION

4.1 Party A agrees to transfer the Assets to Party B and Party B agrees to acquire the Assets.

CLAUSE 5 CLOSING DATE

5.1 The Agreement shall be closed on October 2^nd, 2006 (the Closing Date).

CLAUSE 6 CONSIDERATION

6.1 The total consideration for the present transaction is 150,000 restricted stocks of Party C (The Stocks). The Stocks shall be issued to Party A or its nominee(s) and/or the beneficiary(ies) forthwith upon signing of this Agreement. Mr. TU Guoshen shall not receive any consideration under the present transaction.

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