Terence Yap 8th Floor, Unit E, Block I Royal Ascot Shatin New Territories, Hong Kong February 8, 2006
Xxxxxxx
Xxx
0xx
Xxxxx, Xxxx X, Xxxxx I
Royal
Ascot Shatin
New
Territories, Hong Kong
February
8, 2006
China
Security & Surveillance Technology, Inc.
f/k/a
Apex Wealth Enterprises Limited
Room
0000-00, 00xx
Xxxxx,
Xxxxxxxxx Tower, The Landmark
00
Xxxxx'x Xxxx Xxxxxxx
XXXX
XXXX
THIS
AGREEMENT,
dated
as of February 8, 2006 is entered into by and between Xxxxxxx Xxx with a mailing
address at 0xx
Xxxxx,
Xxxx X, Xxxxx 0, Xxxxx Xxxxx, Shatin, New Territories, Hong Kong ("Consultant")
and China Security & Surveillance Technology, Inc. f/k/a
APEX Wealth Enterprises Limited a British Virgin Islands Corporation (the
"Company').
RECITALS
WHEREAS,
the
Consultant desires to provide services (the "Services") set forth in Section
3
hereof to the Company and the Company desires to retain the
Consultant.
NOW
THEREFORE,
in
consideration of the premises and the mutual covenants and agreement hereinafter
set forth, the parties hereto covenant and agree as follows:
1. Retention.
The
Company hereby retains the Consultant, and the Consultant agrees to be retained
by the Company, to perform Services as Consultant to the Company on the terms
and conditions set forth herein. The parties agree that the Consultant shall
be
retained by the Company as an independent contractor on a consulting basis
not
as an employee of the Company.
2. Term.
The
term of this Agreement shall commence on the date hereof and shall end on
October 31, 2006 unless terminated earlier pursuant to Section 6
hereof.
3. Duties
of Consultant.
Consultant shall prepare business plans and power point presentations for the
Company. Consultant's services shall he rendered at such times as the Company
and Consultant shall mutually agree. The Company acknowledges that Consultant
has other business and employment arrangements and Consultant shall be required
to devote only such time to consulting services for the Company as shall be
reasonably required to perform such services.
4. Compensation
for Services.
In
consideration for the consulting services rendered and to be rendered by
Consultant to the Company, the Company hereby agrees to issue to Consultant
one
hundred thousand (100,000) shares of the Company's common stock. The Company
agrees that these one hundred thousand (100,000) shares shall be restricted
shares of common stock pursuant to SEC Rule 144 and as such, will bear a
restrictive legend or other restrictions on transfer or resale. The one hundred
thousand (100,000) shares shall be issued to the Consultant on or before
1st
March,
2006.
5. Confidentiality.
Consultant acknowledges that as a consequence of its relationship with the
Company. it has been and will continue to be given access to ideas, trade
secrets, methods, customer information, business plans and other confidential
and proprietary information of the Company (collectively. "Confidential
Information"). Consultant agrees that it shall maintain in confidence, and
shall
not disclose directly or indirectly, to any third parties or use for any
purposes (other than performance hereof), any Confidential Information for
the
term of this Agreement and a period of seven years thereafter, unless previously
approved by the Company in writing. The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Section
5 are
not performed by the Consultant in accordance with their specific terms or
are
otherwise breached by the Consultant. It is accordingly agreed that the Company
shall be entitled to any injunction or injunctions to prevent breaches of this
section 5 and to enforce specifically the terms and provisions hereof in any
court of the United States or any State having jurisdiction in addition to
any
other remedy to which they are entitled at law or in equity.
6. Termination.
This
agreement shall terminate upon the earlier of:
i)Expiration
of the term of the agreement or
ii)Thirty
(30) days written notice by either party
7. Compliance
with Law.
The
Consultant agrees that in performing this Agreement, the Consultant shall comply
with the applicable provisions of the Securities Act of 1933, as amended. The
applicable rules and regulations of the National Association of Securities
Dealers, Inc. and any other applicable federal, state or foreign laws, rules
and
regulations.
8. Indemnity.
The
Consultant shall indemnify the Company. its directors, officers, stockholders,
representatives, agents and affiliates (collectively, the "Affiliated Parties")
from and against any and all losses. damages, fines, fees, penalties,
deficiencies, expenses, including expenses of investigation, court costs and
fees and expenses of attorneys, which the Company of its Affiliated Parties
may
sustain at any time resulting from, arising out of or relating to the breach
or
failure to comply with any of the covenants or agreements of the Consultant
or
its Affiliated Parties contained in this Agreement.
9. Notices.
Notices, other communications or deliveries required or permitted under this
Agreement shall be in writing delivered by hand against receipt, certified
mail
return receipt, or reputable overnight courier to the addresses set forth or
to
such address as a party may designate in accordance this paragraph and shall
be
effective upon the earlier of:
| 1) | actual receipt |
|
2)
|
three
(3) calendar days if sent by certified mail; or one (1) day if sent
by
overnight courier.
|
A.
To
the
Company at:
China
Security & Surveillance Technology, Inc.
flk/a
Apex Wealth Enterprises Limited
Xxxx
0000-00, 00xx Xxxxx, Xxxxxxxxx Tower, The Landmark
00
Xxxxx'x Xxxx Xxxxxxx
XXXX
XXXX
B.
To
the
Consultant at:
Xxxxxxx
Xxx
0xx
Xxxxx, Xxxx X, Xxxxx 0
Xxxxx
Xxxxx Shatin
New
Territories, Hong Kong
10. Applicable
Law.
This
agreement shall be governed by the internal laws of the British Islands without
regard to its conflict of law provisions.
11. Miscellaneous.
This
Agreement shall supersede all
other
agreements, whether written or oral, between the parties hereto relating to
the
subject matter hereof, including, but not limited to, the consulting agreement
dated as of November 1, 2005 by and between the Company and
Consultant.
If
the
foregoing sets forth your understanding of our agreement, kindly indicate your
agreement by signing on the space provided below.
Very
truly yours,
/s/
Xxxxxxx
Xxx
Xxxxxxx
Xxx. Consultant
China
Security & Surveillance Technology, Inc.
f/k/a
APEX Wealth Enterprises Limited
By:
/s/
Guoshen
Tu
Guoshen
Tu, CEO & Chairman
