Item 1.01.      Entry into a Material Definitive Agreement

On August 18, 2009, China Security & Surveillance Technology, Inc., a Delaware corporation (the "Company"), and its subsidiaries China Safetech Holdings Limited ("Safetech") and China Security & Surveillance Technology (PRC), Inc. entered into a Notes Purchase Agreement (the "Notes Purchase Agreement") with Citadel Equity Fund Ltd. ("Citadel") under which the parties will restructure the US$60,000,000 1.00% Guaranteed Senior Unsecured Convertible Notes due 2012 (the "CSST I Notes") issued by the Company under the indenture dated as of February 16, 2007, as amended (the "CSST I Indenture") and the US$50,000,000 1.00% Guaranteed Senior Unsecured Convertible Notes due 2012 (the "CSST II Notes", and together with the CSST I Notes, the "Existing Notes") issued by the Company under the indenture dated as of April 24, 2007 (the "CSST II Indenture" and, together with the CSST I Indenture, the "Existing Indentures") into two new tranches of notes, consisting of the Tranche A Zero Coupon Guaranteed Senior Unsecured Convertible Notes (the "Tranche A Notes") and the Tranche B Zero Coupon Guaranteed Senior Unsecured Notes (the "Tranche B Notes", and together with the Tranche A Notes, the "New Notes"). In addition, as an inducement to the restructuring of the Existing Notes, the Company will pay to Citadel additional consideration, consisting of $5,000,000 in cash and 2,902,758 shares of the Company's common stock (the "Stock Consideration Shares"). The Notes Purchase Agreement contains customary representations, warranties and agreements by the Company and the subsidiaries of the Company party thereto and customary conditions to closing and obligations of the parties. The transactions are expected to close, subject to the satisfaction of customary closing conditions, on or about August 31, 2009 (the "Closing Date").

The Tranche A Notes will have a principal amount of $50,000,000, zero coupon interest, and mature in three years from the Closing Date. The Company will repay the principal amount in six consecutive semiannual installments, starting six months from the Closing Date, with 25%, 25% and 50% of the principal amount to be repaid in the first, second and third year, respectively. The conversion price will be $10 per share initially, subject to customary conversion price adjustments, anti-dilution protections and a one-time price reset on the date that is eighteen months following the Closing Date (the "Reset Date") based on the volume weighted average price of the Company's shares during the 45 trading days immediately preceding the Reset Date, provided that the conversion price shall be adjusted to no lower than $6.00 per share.

The Tranche B Notes will have a principal amount of $84,000,000, zero coupon interest, and mature in three years from the Closing Date. The Company will repay the principal amount in six consecutive semiannual installments, starting six months from the closing date, with 46%, 46% and 8% of the principal amount to be repaid in the first, second and third year, respectively. The Tranche B Notes are not convertible. The Company will be entitled to redeem the New Notes at any time with no premium or penalty at a redemption price equal to 100% of the principal amount of the New Notes to be redeemed, plus default interest, if any (the "Redemption Price"). The New Notes will be guaranteed by the Company's significant subsidiaries (as such term is defined under Rule 1-02 of the Regulation S-X) to the extent permitted under the applicable laws. The New Notes will be subject to covenants restricting additional indebtedness, liens, certain payments and transactions with affiliates, in each case, subject to exclusions, and other customary covenants. If a Change of Control, Asset Sales (as defined in the Indenture), or certain other designated events including de-listing occur, holders of the New Notes may require the Company to repurchase all or a portion of their New Notes for cash at the Redemption Price.

(d)         Exhibits