Exhibit 10.2

ESCROW AGREEMENT

This Closing Escrow Agreement, dated as of October 2, 2009 (this “ Agreement ”), is entered into by and among China Security & Surveillance Technology, Inc., a Delaware corporation (the “ Company ”), Brean Murray, Carret & Co., LLC, with its principal offices at 570 Lexington Avenue, New York, NY 10022 (the “ Placement Agent ”), and Escrow, LLC, with an address at 20 Rock Pointe, Suite 204, Warrenton, Virginia 20186 (the “ Escrow Agent ”). The Placement Agent and the Company are sometimes referred to herein as the Escrowing Parties.

WITNESSETH:

WHEREAS, the Company proposes to effect a take down of an effective shelf registration statement on Form S-3 (the “ Registration Statement ”) pursuant to a prospectus supplement (the “ Supplement ”) and has retained the Placement Agent to assist in such take down on a best efforts basis;

WHEREAS, the Company and the Placement Agent desire that certain investors (the “ Investors ”) deposit the monies to be invested in the Company (the “ Escrowed Funds ”) pending a closing of the takedown with the Escrow Agent (the “ Closing ”), to be held in escrow until written instructions are received by the Escrow Agent from the Placement Agent, at which time the Escrow Agent will disburse the Escrowed Funds in accordance with the instructions; and

WHEREAS, Escrow Agent is willing to hold the Escrowed Funds in escrow in subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises herein contained and intending to be legally bound, the parties hereby agree as follows:

1.

Appointment of Escrow Agent . The Company hereby appoints the Escrow Agent as escrow agent for the Investors and the Escrowed Funds in accordance with the terms and conditions set forth herein and the Escrow Agent hereby accepts such appointment. Escrow Agent.

2.

Delivery of the Escrowed Funds.

2.1

The Company will direct Investors to deliver the Escrowed Funds to the Escrow Agent, addressed to the following account of the Escrow Agent:

Domestic Wires
Virginia Commerce Bank Leesburg, VA
ABA# 056005253
Account Name: Escrow, LLC
Account #: 01194186

International Wires
Correspondent Bank: Wells Fargo Bank
San Francisco, CA
SWIFT# WFBIUS6S
Credit Acct: 412-11-08146
Virginia Commerce Bank
FBO Account Name: Escrow, LLC
Account #: 01194186

2.2

(a) All Investors’ checks shall be made payable to “ESCROW, LLC” and shall be delivered to the Escrow Agent at the address set forth on Exhibit A hereto and shall be accompanied by a written account of the subscription in the form attached hereto as Exhibit B (the “ Subscription Information ”). The Escrow Agent shall, upon receipt of Escrowed Funds deposit such funds in escrow.

2.3

Any checks which are received by Escrow Agent that are made payable to a party other than the Escrow Agent shall be returned directly to the Company together with any documents delivered therewith. Simultaneously with each deposit, the Company shall provide the Escrow Agent with the Subscription Information to include the name, address and taxpayer identification number of each Investor. The Escrow Agent is not obligated, and may refuse, to accept checks that are not accompanied by Subscription Information.

2.4

In the event a wire transfer is received by the Escrow Agent and the Escrow Agent has not received Subscription Information, the Escrow Agent shall notify the Company. If the Escrow Agent does not receive the Subscription Information relating to an Investor prior to the close of business on the third business day (days other than a Saturday or Sunday or other day on which the Escrow Agent is not open for business in the State of Virginia) after notifying Company of receipt of said wire, the Escrow Agent shall return the funds to the Investor.

3.

Escrow Agent to Hold and Disburse Escrowed Funds. The Escrow Agent will hold and disburse the Escrowed Funds received by it pursuant to the terms of this Escrow Agreement, as follows:

3.1

Upon receipt of joint instructions from the Company and the Placement Agent, in substantially the form of Exhibit C hereto, the Escrow Agent shall release the Escrowed Funds as directed in such instructions. The Company, the Placement Agent and Escrow Agent also hereby agree that in the event that any Investor requests the return of Escrowed Funds deposited by it, such funds will be returned by Escrow, LLC.

3.2

(i) In the event this Agreement, the Escrowed Funds or the Escrow Agent becomes the subject of litigation relating to this Agreement or the Escrowed Funds, the Company and the Placement Agent authorize the Escrow Agent to deposit the Escrowed Funds with the clerk of the court in which the litigation is pending, or a court of competent jurisdiction if no litigation is pending, or (ii) subject to compliance with Section 5.2, the Escrow Agent desires to resign, the Company and the Placement Agent authorize the Escrow Agent to return the Escrowed Funds to the Investors from which they were received, and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility with regard thereto. The Company and the Placement Agent also authorize the Escrow Agent, if it receives conflicting claims to the Escrow Funds, is threatened with litigation or if the Escrow Agent shall desire to do so for any other reason, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrowed Funds with the clerk of that court and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility hereunder to the parties from which they were received.

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3.3

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