English Translation) November 10, 2008

Exhibit 10.1

(English Translation)

November 10, 2008

The Transferor:

LI Junhua

The Transferee:

CHINA SAFETECH HOLDINGS LIMITED

Party C:

CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC.

Equity Transfer Agreement

All Issued Shares

DIT INDUSTRY (H.K.) LIMITED

This Equity Transfer Agreement (the “Agreement”) is entered into by and among the following parties on November 10, 2008:

(1)

LI Junhua whose address is Xxxx X0, 0/X., Xxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxx, 000-000 Xxxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx, with the number of the Identity Card of Hong Kong Special Administrative Region of the People’s Republic of China: A 233039(6) (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 X00, Xxxxx Xxxxx, Xxxxxxx Xxxxxx 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 X00, Xxxxx Xxxxx, Xxxxxxx Xxxxxx 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

DIT INDUSTRY (HK) 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 “DIT Industry”), and whose all issued shares are beneficially held by the Transferor.

WHEREAS

The Transferee desires to purchase from the Transferor and the Transferor desires to transfer to the Transferee 100% issued shares of DIT Industry.

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:

“Company Ordinance”	means Chapter 32 Company Ordinance of the laws of Hong Kong;

“Shares for Transfer”	means 10,000 common share of DIT Industry owned by the Transferor to be transferred from the Transferor to the Transferee under this Agreement, constituting 100% issued and outstanding stock of DIT Industry (for details please refer to Exhibit II - Part A);

“Share Transfer”	means 100% issued shares of DIT Industry to be transferred from the Transferor to the Transferee under Article 2.1 hereof;

“Balance”	shall have the meaning specified under Article 3.2.1 (1) hereof;

“Total Transfer Price”	means total price to be paid to the Transferor by the Transferee under Article 3.1 hereof;

“Closing Date”	November 10, 2008;

“Accounts of DIT Industry”	means management financial statements of DIT Industry as of September 30, 2008, the copies of which are attached as Exhibit A hereof;

“Business Day and Working Hours”	means the days when banks in Hong Kong normally provide general bank services (excluding Saturday, Sunday and other Hong Kong public holidays) and general working hours;

“Hong Kong”	means Hong Kong Special Administrative Region of the People’s Republic of China;

“HKD”	means legal currency of Hong Kong;

“USD”	means legal currency of United States;

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

(iii)

Single word also includes plural meaning; word referred to any gender also includes the other gender and neuter, word referred to person also includes groups (legal person or non-legal person) and (under every circumstance), vice versa;

(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 owner of all issued and outstanding shares of DIT Industry (for more details please refer to Part A, Exhibit II), will transfer such Shares for Transfer to the Transferee (for more details please refer to Part B, Exhibit II). After such transfer, the Transferee will own 100% issued and outstanding shares of DIT Industry.

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, and relevant benefits accumulated and distributed from the completion date.

Article 3 Transfer Price

3.1

Transfer Price

The Transferor and the Transferee agree, the Transferor shall transfer to the Transferee Shares for Transfer. In return, the Transferee shall pay to the Transferor Total Transfer Price of RMB23,680,032, consisting of RMB 13,800,000 in cash and shares of Party C with a value of RMB 9,880,032.

3.2

Method of Payment

3.2.1

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

(1)

The Transferee (through its parent company, Party C) has paid to the Transferor RMB2,760,000 before the Closing Date. The Balance in RMB 11,040,000 will be paid by the Transferee to the Transferor according to Article 5.2 hereof.

(2)

The Transferee (through its parent company, Party C) shall issue restricted shares with a value equal to RMB9,880,032 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 (USD10.3715/share) of twenty trading days before the execution date of this Agreement, which means that the Transferee shall issue 139,573 shares to the Transferor, among which 27,915 shares with a value equal to RMB1,976,035 shall be released to the Transferor within ninety days after the execution date of this Agreement. If the shares are issued to XXXX Xxxxxxxxx, 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.

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 DIT Industry 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 DIT Industry with the Transferee group. At the meantime, the Transferee shall have the right to appoint management and financial personnel, or appoint existing personnel of DIT Industry to take charge of management and operation of DIT Industry as well as all files, materials, financial documents and so on. The Transferor shall have no right and/or interest as shareholder of DIT Industry from the Closing Date due to such Share Transfer, except any relevant obligations required to be borne by the Transferor under applicable laws and regulations and this Agreement.

Article 5 Representations, Warranties and Covenants of the Transferor

5.1

In addition to the information disclosed in this Agreement, the Transferor shall represent and covenant to the Transferee under terms and conditions stipulated in Exhibit IV, which also constitute the base for the Transferee to accept such shares for transfer.

5.2

The Transferor covenants that the Transferee’s after-tax profits as audited by US Auditors in 2007 shall be no less than RMB3,800,000. If DIT Industry’s after-tax profits are no less than RMB3,800,000, the Transferee shall pay RMB 4,140,000 to the shareholders of DIT Industry or its designees and release 41,872 shares of the pledged shares to the Transferor. The Transferor covenants that the Transferee’s after-tax profits in 2008 as audited by US Auditors shall be no less than RMB 4,500,000. If DIT Industry’s after-tax profits are no less than RMB4,500,000, the Transferee shall pay RMB 4,140,000 to the shareholders of DIT Industry or its designees and release 41,872 shares of the pledge shares to the Transferor. The Transferor covenants that the Transferee’s after-tax profits in 2009 as audited by US Auditors shall be no less than RMB 6,400,000. If DIT Industry’s after-tax profits are no less than RMB 6,400,000, the Transferee shall pay RMB 2,760,000 to the shareholders of DIT Industry or its designees and release the 27,914 shares of the pledge shares to the Transferor.

Article 6 Representations, Warranties and Covenants of the Transferee and Party C

6.1

The Transferee covenants to keep the organization structure of DIT Industry after the Share Transfer, expand its brand influence, fully support business development of DIT Industry. The Transferee shall also provide financial support as required by business.

6.2

The Transferee undertakes that existing employees of DIT Industry shall remain employed given that they are willing to stay and their stay will not impede development of companies after Share Transfer; arrangement of senior management and technical staff and the operation rights and benefits of such persons shall be governed by separate agreements to be entered after the Share Transfer. In addition, the Transferee covenants that benefits of such persons shall not be lower than their previous benefits.

6.3

The Transferee shall provide appropriate operation funds to DIT Industry in order to support the Transferor to realize profits after tax for 2007, 2008 and 2009, dates and amounts of providing such funds shall be otherwise stipulated.

6.4

Party C shall file relevant reports with the U.S. Securities and Exchange Committee (“SEC”) according to the applicable laws and issue shares to the Transferor under Article 3.2.1(2) hereof after the execution of this Agreement.

Article 7 Governing Law

This Agreement shall be governed and construed by rules and laws of Hong Kong.

Article 8 Settlement of Disputes and Agent of Receiving Legal Procedure Documents

8.1

Any dispute arising out of or relating to this Agreement shall be settled by friendly negotiation and discussion. If no agreement is reached through friendly negotiation and discussion, such dispute shall be finally arbitrated by Hong Kong International Arbitration Center (HKIAC) in accordance with HKIAC Arbitration Rules then in effect. Unless otherwise provided in the arbitration rules of HKIAC then in effect, the arbitration shall be the sole and exclusive method and procedure of any dispute arising out of or relating to this Agreement.

8.2

The Parties to this Agreement agree that unless not permitted by the applicable laws and rules, the arbitration terms hereto shall be interpreted as and constitute the currently effective arbitration agreement in writing with legal effect, and shall be granted with such effect. The Parties to this Agreement hereby expressly waive any right of possibly requested local administrative, judicial or alternative dispute settlement methods, as the conditions of any settlement procedure which arising our of this Agreement.

8.3

The Parties to this Agreement expressly represent that the award made according to Article 8 hereof shall be final award binding upon the Parties. In addition, the Parties to this Agreement hereby waive the right to appeal the award made according to Article 8 hereof. The Article 8 shall constitute the most comprehensive exclusive agreement to the extent permitted by the applicable laws.

8.4

(1)

The Transferee irrevocably entrusts BOYU ENTERPRISE CONSULTING CO., LIMITED, whose address is Xxxx X0, 0/X, Xxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxx, 000-000 Xxxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx (“Agent”), to receive legal procedure documents and to be on behalf of the Transferee to receive claims arising out of or relevant to the Agreement or the legal procedures in Hong Kong (including but not limited to, claims for reimbursement, summons, arbitration application and arbitration award) (“Legal Procedure Documents”).

(2)

Transferee undertakes to consecutively entrust the Agent as the agent of receiving Legal Procedure Documents, in order to on behalf of the Transferee receive Legal Procedure Documents in Hong Kong and immediately notify the Transferor in writing if the Agent or its address is modified.

(3)

The Transferee agrees and confirms that Legal Procedure Documents which have been sent to its Agent shall be deemed as having been sent to any Transferee.

Article 9 Liabilities for Breach of Contract

9.1

If any statement or warrants made by any Party in this Agreement is untrue or false, it shall be deemed as breach of contract by the Party.

9.2

Any Party to this Agreement changes minds on purpose and cause the failure of the share transfer, it shall be deemed as breach of contract by the Party.

9.3

The breaching party shall, in addition to performance of other obligations under this Agreement, compensate the observant party all losses, damages, expenses suffered by the observant party due to breach of contract caused by breaching party.

9.4

If the Transferor changes minds on purpose and cause that the shares can not be transferred to the Transferee or the shares is forfeited after transfer, the Transferee shall have the right to terminate the Agreement, and the Transferor shall return the share transfer price or the shares and assume liabilities under Article 9.3 of this Agreement.

Article 10 Force Majeure and Change of Circumstances

10.1

If any Party to this Agreement can not perform any part or all of the terms hereto directly or indirectly because of events such as fire, flood, earthquake or other unforeseeable, unavoidable and/or uncontrollable events, the Party shall be exempted from liabilities to the extent as affected by force majeure.

10.2

If any Party or Parties lose(s) its/their interests under this Agreement because of legislation, or administration order or specific administration act of government, any Party shall have the right to terminate this Agreement and to restore to the conditions before the execution of this Agreement.

10.3

Any Party affected by force majeure shall deliver the other Party the written notice regarding the occurrence of force majeure within 12 days after the occurrence of the force majeure event.

10.4

After the occurrence of force majeure event, the Parties to this Agreement shall immediately consultant and decide whether to delay the performance of this Agreement to a day in the future agreed by the Parties or to terminate this Agreement.

10.5

If any Party delays or unable to perform all or part of the terms of this Agreement for more than 30 days as a result of force majeure, the other Party shall have the right to rescind this Agreement, and the Parties shall take all necessary actions to restore the rights and obligations of all Parties to their respective original positions.

Article 11 Miscellaneous

11.1

This Agreement and its involved relevant documents constitute the full understanding of the Parties regarding the share transfer, and replace any previous intention, expression and understanding of the Parties.

11.2

If any term of this Agreement is regarded as illegal, invalid or unenforceable at any time, the validity, effectiveness and enforceability of other terms of this Agreement shall not affected or impaired in any way and shall remain the full validity.

11.3

This Agreement shall bind the Parties and their respective successors and assignees. The interests of this Agreement shall be assigned to the Parties hereto and their respective successors and assignees. Without the permission of the Parties in writing, any Party shall not amend, modify or revise this Agreement.

11.4

This Agreement shall be effective upon signing.

11.5

Without the permission of the Parties in writing (the relevant permission shall not be withheld without reasonable reasons), the Parties hereto shall not transfer any rights or obligations under this Agreement.

11.6

The Parties agree to bear all the cost and expense in respect of the negotiation, preparation, execution and performance of the Agreement and the taxes arising from the transfer of Shares for Transfer. The stamp tax and all other tax and expenses arising out of the transfer of Shares for Transfer (including but not limited to, arising out of in China or in any other areas), shall be borne and paid by the Transferor.

11.7

Unless provided and required by laws, regulations, order or judgments by the competent authorities or courts (including, but not limited to, applicable regulation of security exchanges), without the previous permission of the other Party in writing (the relevant permission shall not be withheld without reasonable reasons), any Party shall not make or distribute any related press statement or announcement.

11.8

Without the prior permission of the other Party in writing, any Party shall not disclose the Agreement or any content or material in connection with any transaction of this Agreement, excluding the following disclosure:

(1)

the disclosure is made according to the provisions of applicable laws, regulations and rules (including, but not limited to, regulations of security exchanges) or requirements of relevant government authorities or supervision authorities, or court orders;

(2)

the disclosure is made to DIT Industry, or its higher competent authorities or approval and examination authorities, or to contacted bank or professional consultant of the disclosing Party;

(3)

the disclosure is made by the Transferor to the company of its company group or senior management thereof.

11.9

If any term of this Agreement is or becomes illegal, invalid or unenforceable at any time in any respect, other terms of this Agreement shall not be affected or impaired.

11.10

Any notice required to be sent under this Agreement shall be sent in writing. The notice shall be delivered to the following address or fax number or other address or fax number that the recipient designates according to this Agreement:

(1)

The Transferor:

LI Junhua

Address:

Xxxx X0, 0/X., Xxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxx, 000-000 Xxxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx

Telephone: (000) 0000-0000

Fax:

(000) 0000-0000

(2)

The Transferee： CHINA SAFETECH HOLDINGS LIMITED

Address：Xxxxx 00, Xxxxx Xxxxx, Xxxxxxx Xxxxxx Special Zone, Futian District, Shenzhen

Telephone： (00-000) 0000 0000

Fax：

(00-000) 0000 0000

(3)

Party C:

CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC.

Address：Xxxxx 00, Xxxxx Xxxxx, Xxxxxxx Xxxxxx Special Zone, Futian District, Shenzhen

Telephone： (00-000) 0000 0000

Fax：

(00-000) 0000 0000

11.11

Any notice can be sent by mail with postage pre-paid, personal delivery, courier with good reputation or by facsimile, and shall be deemed as delivered at the following time:

(1)

two days (seven days if sending by airmail with postage prepaid) after post (the date of postmark is the posting date) for those sent by mail with postage prepaid;

(2)

the next business day for those sent by fax;

(3)

the receiving time for those sent by courier or personal delivery.

Any notice to the Transferee, when properly delivered to any Transferee, shall be regarded as delivered to the other Transferee.

11.12

This Agreement shall be written in Chinese in three copies with each Party holding one copy.

IN WITNESS WHEREOF, this Agreement has been executed by the Parties on the date first above written and the Parties confirm that the Parties have carefully reviewed and fully understand all the provisions of the Agreement.

The Transferor

LI Junhua

Signature：/s/ LI Junhua

Place of Signature：Shenzhen

Witness：XXXX Xxxxxxxx

The Transferee

TU Guoshen for and on behalf of CHINA SAFETECH HOLDINGS
LIMITED
Signature: /s/ Tu Guoshen Place of Signature：Shenzhen
Witness：LUO Ganqi Party C To execute, chop and deliver TU Guoshen for and on behalf of CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC.

Place of Signature：Shenzhen Witness：LUO Ganqi

Exhibit I

Information of DIT Industry

Name in Chinese

：迪特实业（香港）有限公司

Name in English

：DIT INDUSTRY (HK) LIMITED

Place of Registration

：Hong Kong

Registered Address

：Xxxx 000, 0/XX., Silvercord Tower 0, 00 Xxxxxx Xxxx, XXX, Xxxxxxx, Xxxx Xxxx

Date of Registration and Establishment：August 17, 2005

Company Form

：Limited Liability Company

Registered No.

：990410

Director

：LI Junhua

Company Secretary

：JPS CONSULTING LIMITED

： Authorized: HKD10,000, divided into 10,000 shares with par value of HKD1.00 per share

Issued and fully paid：HKD10,000, divided into 10,000 share with par value of HKD1.00 per share

Exhibit II

Part A

Information of Share for Transfer

				Percent of
Company	Registered Shareholder	Quantity of Common Shares	Face Value Per Share	issued Shares


DIT Industry	LI Junhua	10,000	HKD 1 yuan	100%

Part B

Information of the Recipient of Share for Transfer

The Transferee	Amount of Share to Be Transferred

CHINA SAFETECH HOLDINGS LIMITED	10,000

Exhibit III

Representations and Warranties

DIT Industry is a company legally established and validly existing under the laws of their respective places of establishment.

DIT Industry has been authorized and qualified to conduct business within the jurisdiction of their existing businesses.

The operation businesses and their operation of DIT Industry have been in compliance with the relevant laws in all material respects.

Accounts of DIT Industry have been properly recorded in accordance with the account categories and the generally accepted account principles, standards and laws of their establishment place, which have truly represented and reflected the status of DIT Industry for the fiscal year or the period ending on the date of the relevant book account.

(a)

Exhibit I has listed all the directors and company secretaries of DIT Industry before the completion of the transaction as of the Closing Date.

(b)

There has not been any shareholder resolution adopted to liquidate DIT Industry before the completion of the transaction as of the Closing Date.

The register of shareholders of DIT Industry has truly and correctly recorded the date and the changes of shareholders from the establishment to the completion date and before the completion of the transition.

Any share warrant has not been sent or given to any person in respect of any share of DIT Industry by the Transferor and DIT Industry.

Articles of associations of DIT Industry have been delivered to Transferee, which shall be true and complete.

If any thing conflicts or is inconsistent with foregoing warrants before the Closing Date, the Transferee agrees to immediately notify the Transferor in writing.

10.

DIT Industry has fully paid the issued shares.

11.

The Transferor shall be the solely and legal beneficial owner of the shares for transfer. The shares for transfer shall not be imposed of any mortgage, lien or property encumbrances.

12.

The Transferor shall have the authority to execute the Agreement and can sell any shares for transfer without any third party’s permission. The Agreement shall be legally binding on the Xxxxxxxxxx.

00.

Except for the ongoing litigations disclosed to the Transferee, DIT Industry has not currently been involved in any material litigation or a party to any litigation and/or any unexecuted verdict, and has not been subject to any ongoing material injunction or order.

14.

Up to the Closing Date, all or part of the assets or businesses of DIT Industry have not been entrusted to take over by any person, and there are not any orders or applications before court or adopted solutions to close down DIT Industry.

15.

Except for debts (including the outstanding tax fees)disclosed by the Transferor, the Agreement or accounts of DIT Industry, DIT Industry shall not have any other debts and/or outstanding tax fees as of the Closing Date, which shall be assumed by the Transferor (if any).

16.

Except for the information disclosed by the Transferor, the Agreement or accounts of DIT Industry, DIT Industry shall not have other unperformed material contracts.

17.

The net assets in 2007 audited by the US auditor and verified by a third party appraiser shall exceed RMB 3,930,000.

18.

The shareholders and the meeting of board of directors of DIT Industry according to the Company Law, have adopted a resolution to approve the Share Transfer under the Agreement.

19.

The existing and outstanding legal liabilities of DIT Industry before the Closing Date, such as labor compensation disputes, bad debts and losses of bad assets, debt disputes and/or risks of contingent debts shall be borne by the Transferor. For the losses which can be calculated into money, if it causes the net assets to be less than RMB3,930,000, the Transferor shall be obliged to make it up to RMB3,930,000.

20.

The Transferor shall be fully responsible for all civil and criminal liabilities of DIT Industry before and on the Closing Date.

21.

The Transferor shall not make any adverse change to the operations of DIT Industry on purpose (excluding the normal operation and force majeure) after the execution of this Agreement. The Transferor shall immediately inform the Transferee if there is anything causing the material change to the operation of DIT Industry.

22.

XXXX Xxxxxxxxx undertakes to continue to act as executive officer of DIT Industry for five years and maintain the stability of DIT Industry.

23.

XXXX Xxxxxxxxx undertakes that he and his direct relatives (parents, spouse or children) shall not engage in security and protection industry or operation in similar industry in five years.

Exhibit V

Provisions for the Closing

Responsibilities of the Transferee

(i)

The Transferee shall pay the Balance of the Total Transfer Price in accordance with the stipulations by Article 3.2.2 and submit the proof document of payment to the Transferor.

(ii)

The Transferee shall provide a consent letter executed by two persons to be the directors of DIT Industry.

Responsibilities of the Transferor

After the Transferor confirms that its bank account specified by Article 3.2.2 hereof has received all the payment by the Transferee under Article 3.2.1, the Transferor shall deliver and arrange the following to the Transferee:

(i)

The transfer documents (subject to official execution by the registered shareholders of DIT Industry) and instruments for sale along with shares in connection with the Shares for Transfer;

(ii)

All account books, registration certificates, business registration certificates, articles of association, meeting records, statutory books, application forms, seals, offset printing, steel seals and all documents relevant to the company businesses (if any) of DIT Industry controlled by the Transferor;

(iii)

The Transferor shall cause DIT Industry to hold a board meeting to approve (1) the transfer of the Shares for Transfer relevant to DIT Industry, and registration after payment of appropriate stamp taxes; (2) appointment of the persons nominated by the Transferee according to law and who are qualified to be directors of company under laws as the two new directors of DIT Industry under the written instruction of the Transferee; and (3) suspension and change of the operation of the bank accounts of DIT Industry, and appointment of the person nominated by the Transferee as the authorized person to execute the bank accounts of DIT Industry under the written instruction of the Transferee at least before two business days;

(iv)

The original copy of records of the board meeting held for the issue of the above (iii) executed and confirmed by the directors of DIT Industry;

(v)

Legal opinion reports issued by Hong Kong law firm.

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English Translation) November 10, 2008

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