Exhibit 10.1

MANAGEMENT SERVICES AGREEMENT

This MANAGEMENT SERVICES AGREEMENT (" Agreement ") is entered into as of July 1, 2007 (the " Effective Date "), by and between the following (each a " Party " and together the " Parties "):

(I)

PUBLIC SECURITY TECHNOLOGY (PRC) CO., LTD . (国安安全科技（中国）有限公司), a wholly foreign-owned enterprise existing under the laws of the People's Republic of China (" PST "), with its registered office at 21th Floor, Everbright Bank Bldg., Zhuzilin, Futian District, Shenzhen, Guangdong, 518040, People's Republic of China;

(ii)

SHENZHEN IASPEC SOFTWARE ENGINEERING COMPANY LIMITED (深圳市永泰软件工程有限公司), a limited liability company existing under the laws of the Peoples' Republic of China (" iASPEC ") , with its registered office at Unit D, Block 2, Tian An Cyber Park, Chengongmiao, Shenzhen, Guangdong, 518040, People's Republic of China;

(I)

LIN JIANGHUAI ( 林江怀), an individual citizen of the People's Republic of China; and

(II)

CAI JINZHU ( 蔡金铸), an individual citizen of the People's Republic of China.

Capitalized terms not otherwise defined have the meanings assigned to them in Appendix A to this Agreement, which is incorporated and made a part hereof by reference.

RECITALS

This Agreement is entered into with reference to the following facts:

A.

PST is a wholly-foreign owned enterprise existing under the laws of the Peoples' Republic of China (" PRC " or " China "), owned 100% by China Public Security Holdings Limited, a company existing under the laws of the British Virgin Islands, which in turn is 100% owned by China Public Security Technology, Inc., a Florida corporation (" CPBY ").

B.

iASPEC is a PRC limited liability company owned by Lin Jianghuai and Cai Jinzhu, each a citizen of the PRC (together, the " Shareholders "). iASPEC is engaged in the business of systems integration and related activities, and holds various business license and permits. Under applicable laws and regulations, at least one of the key permits held by iASPEC (the " Qualification Permits ") may only be held by a legal person owned by citizens of the PRC.

C.

On October 9, 2006, PST (then known as Bo Hai Wen Technology (Shenzhen) Company Limited) and iASPEC entered into a Business Turnkey Agreement. That agreement was subsequently amended, and iASPEC is currently operating under a First Amended and Restated Business Turnkey Agreement entered into with PST as of January 31, 2007 (the " Turnkey Agreement "), pursuant to which the Parties intended to transfer from iASPEC to PST 90% or more of the economic benefit and burden of the operations of iASPEC, and gradually to transfer to PST the majority of the personnel and assets of iASPEC. Concurrently with the execution hereof, the Parties have terminated the Turnkey Agreement by that certain Termination Agreement effective as of July 1, 2007. The Parties are replacing the Turnkey Agreement with this Management Services Agreement.

D.

iASPEC, the Shareholders and PST are parties to that certain Purchase Option Agreement dated as of July 1, 2007 (the " Purchase Option Agreement "), pursuant to which the Shareholders have granted to PST or its designee(s) an option to acquire up to 100% of the equity of iASPEC held by the Shareholders, or up to all of the assets held by iASPEC. PST can exercise the purchase option to purchase all the outstanding equity of iASPEC from the Shareholders for a consideration of $1,800,000, under the condition that the PRC laws allow foreign enterprises to engage iASPEC's business. The Purchase Option Agreement remains in full force and effect.

NOW, THEREFORE , in consideration for the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, and through friendly consultation, under the principle of equality and mutual benefits, in accordance with the relevant laws and regulations of the People's Republic of China, the Parties agree as follows:

AGREEMENT

1.

Management Services.    PST designates two (2) senior managers to iASPEC, from among whom the Shareholders of iASPEC undertake to elect one fewer than all the members of the iASPEC Board of Directors, based on the number of Directors stipulated in the Articles of Association of iASPEC. Each person designated by PST will be a citizen of the People's Republic of China. The Shareholders will remove any person designated by PST from the iASPEC Board of Directors, and appoint a person designated by PST as a replacement, on the written request of PST. The Board of Directors is in charge of all aspects of the daily operation and management of iASPEC.

2.

Compensation.   In consideration for providing the management personnel contemplated by Section 1 and assuming responsibility for iASPEC's Net Losses as contemplated by Section 3, PST will be entitled to receive one hundred percent (100%) of the Net Received Profit of iASPEC during the Term of this Agreement, together with the True-Up Amount, if any, calculated in accordance with Section 4, minus an annual amount equal to US$180,000, which will be retained by iASPEC out of Net Received Profit. The Net Received Profit of iASPEC will be calculated and paid by iASPEC to PST no later than the last day of the first month following the end of each fiscal quarter. Any dispute between the Parties concerning any calculation or payment under this Section 3 will be resolved pursuant to the dispute resolution provisions of Section 16.

3.

Obligation to Reimburse Net Losses.   During the Term of this Agreement, PST will reimburse to iASPEC the full amount of any Net Losses incurred by iASPEC during the Term of this Agreement, together with the True-Up Amount, if any, calculated in accordance with Section 4. For purposes of calculating Net Losses, an annual amount equal to US$180,000 will be included as an operating expense of iASPEC. Net Losses will be calculated and paid by PST to iASPEC no later than the last day of the first month following the end of each fiscal quarter. Any dispute between the Parties concerning any calculation or payment under this Section 3 will be resolved pursuant to the dispute resolution provisions of Section 16.

4.

True-up.   By no later than September 30, 2007, the Parties will calculate the aggregate Net Received Profit (or Net Loss) of iASPEC for the period from the date of the October 9, 2006 Business Turnkey Agreement to the date hereof (the " True-Up Amount "); and iASPEC will make a payment to PST of the aggregate Net Received Profit, or PST will reimburse iASPEC for the Net Losses, for that period.

5.

Advances Against Net Losses.   

(a)

From time to time, in its sole discretion, PST may advance to iASPEC amounts to be credited against PST's future obligations to reimburse Net Losses of iASPEC (" Advances "). Advances may be for the purpose of covering expenses of iASPEC, for the acquisition of operating assets, or for any other purpose as may be acceptable to PST.

2

(b)

All Advances will be treated as prepayments against PST's future obligations to iASPEC and not as loans. iASPEC will have no obligation to repay any Advances, except by crediting the amount thereof against PST's obligation to reimburse Net Losses, or by adding the amount thereof to Net Received Profit, as and when requested by PST, and on condition that doing so would not violate applicable laws, regulations and accounting standards.

(c)

As and when requested by PST, ownership of any assets purchased by iASPEC with the proceeds of any Advances will be transferred to PST at book value, on condition that doing so would not violate applicable laws and regulations.

6.

Handover of Business.   On the Effective Date, (a) the Shareholders of iASPEC will issue written a guaranty, promising that the senior managers designated by PST to iASPEC will be elected to enter the Board of Directors of iASPEC, based on the number of Directors stipulated in the Articles of Association of iASPEC, in accordance with Section 1; and (b)  iASPEC undertakes to deliver each and every chop and seal of iASPEC to the new Board of Directors.

7.

Operation of Business.   During the Term of this Agreement:

(a)

The Parties will ensure that:

(i)

The business of iASPEC, and any business which may become available to iASPEC (the " Business "), will be conducted by iASPEC except as may be determined by the Board of Directors composed of members designated by PST to iASPEC;

(ii)

All cash of iASPEC will be maintained in the Company Accounts;

(iii)

All business income, working capital, recovered accounts receivable, and any other funds which come into the possession of iASPEC or are derived from or related to the operation of the business of iASPEC, are deposited into a Company Bank Account;

(iv)

All accounts payable, employee compensation and other employment-related expenses, and the any payments in connection with the acquisition of any assets for the benefit of iASPEC or the satisfaction of any liabilities of iASPEC, are paid from amounts maintained in the Company Bank Accounts; and

(v)

No action is taken without the prior written consent of PST that that would have the effect of entrusting all or any part of the Business of iASPEC to any other Person.

(b)

PST will ensure that:

(i)

Its designees to the Board of iASPEC act with respect to the conduct of the Business with the same level of care they would with respect to the operation of their own business and will at all times act in accordance with their Reasonable Business Judgment, including taking no action which they know, or in the exercise of their Reasonable Business Judgment should have known, would change the business nature of iASPEC which directly or indirectly cause the loss of any Qualification Permit held by iASPEC; and

3

(ii)

It and its Board designees will not interfere with iASPEC's existing or future sales and company operation structure when, in the exercise of their Reasonable Business Judgment, they should have known such interference would damage existing or future sales and company operation structure and cause unfavorable conditions to iASPEC in its ability to carry out any sales and operation plan.

(c)

The Shareholders will:

(i)

Ensure that none of them, nor any of their agents or representatives, takes any action that interferes with, or has the effect of interfering with, the operation of the Business by the Board of Directors of iASPEC, or change the business nature of iASPEC, in a manner which directly or indirectly causes the loss of any Qualification Permit held by iASPEC or constitutes a violation of applicable PRC laws and regulations ;

(ii)

Use their Best Efforts to cooperate and assist iASPEC to maintain in effect all permits, licenses and other authorizations and approvals necessary or appropriate to the conduct of the business of iASPEC;

(iii)

Use their Best Efforts to assist iASPEC to maintain positive and productive relations with relevant Governmental Authorities and their representatives; and

(iv)

Not sell or transfer any part of the equity of iASPEC held by them without the prior approval of the Board of Directors of PST.

8.

Approval by CPBY Board of Directors.   Any actions necessary to accomplish any of the following with respect to iASPEC (" Material Actions ") must be authorized in advance by the affirmative vote of a majority of the Board of Directors of CPBY, the ultimate parent company of PST, including the affirmative vote of at least one member of which who is not employed by PST, iASPEC, or any affiliate of either of them:

(a)

Any of the following: (i) the nomination, appointment, election or replacement of any members of any Board of Directors of iASPEC, who must be a citizen of the PRC, (ii) the approval of any profit distribution plan and loss compensation plan, or (iii) any merger, division, change of corporate form, dissolution or liquidation of iASPEC;

(b)

Any reimbursement of Net Losses in accordance with Section 3, any Advances (to cover expenses or for any other permitted purpose) against future obligations to reimburse Net Losses in accordance with Section 5, or any other payments or transfers of funds from PST to iASPEC;

(c)

Any declaration of any dividend or any distribution of profits by iASPEC,

(d)

The formation of any subsidiary or the acquisition of any equity interest or other interest in any other Person, or the disposition of any of the foregoing;

4

(e)

Any corporate borrowing or lending except for routine extension of terms to trade creditors;

(f)

Subjecting any of the assets of iASPEC to any Lien, except in the ordinary course of business;

(g)

Any change in the scope of business of iASPEC, or any decision to engage in type of business other than those engaged in by iASPEC as of the date of this Agreement;

(h)

Any change in the methods of accounting or accounting practices of iASPEC; or

(i)

Any agreement to do any of the foregoing.

9.

Non-Competition; Non-Solicitation; etc.    The Shareholders agree that:

(a)

Non-Competition.   During the term of this Agreement and for a period of twelve (12) months thereafter (the " Non-Competition Period "), the Shareholders will not, directly or indirectly, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be retained or employed by, associated with, lend credit to, or render services or advice to, any business that is competitive with PST or iASPEC anywhere in the world. The Shareholders agree that this covenant is reasonable with respect to its duration, geographical area, and scope.

(b)

Non-Solicitation.   During the Non-Competition Period, the Shareholders will not directly or indirectly, without the prior written consent of PST,

(i)

induce or attempt to induce any employee of, or consultant to, PST or iASPEC to leave their employ,

(ii)

in any way interfere with the relationship between PST or iASPEC, on the one hand, and any employee of either of them, on the other,

(iii)

employ, or otherwise engage as an employee, independent contractor, or otherwise, any person who was an employee of, or independent contractor to, PST or iASPEC,

(iv)

induce or attempt to induce any customer, supplier, licensee, or business relation of PST or iASPEC to cease doing business with either company, or in way interfere with the relationship between any customer, supplier, licensee, or business relation of PST or iASPEC, or

(v)

solicit from, or provide goods or services of the type that the Company provides to, any person who is or was a customer of PST.

(c)

Non-Disparagement.   None of the Parties will, directly or indirectly, at any time during or after the Non-competition Period, knowingly disparage any of the other Parties.

(d)

Affiliates.   " PST " includes PST, its direct and indirect parent companies, including China Public Security Technology, Inc. and any other companies that now or hereafter become affiliated with China Public Security Technology, Inc.

5

10.

Software Licenses.   

(a)

License.   iASPEC hereby grants to PST an exclusive (except as to iASPEC), royalty-free, transferable, worldwide, ten-year-term's license (with right to sublicense) (the " Software License ") to use and install the Software in any manner as long as such use complies with all applicable laws, including the Qualification Permit and PRC laws. In addition, iASPEC will deliver to PST all copies of source and object code relating to the Software and PST will have the sole and exclusive right to use such source and object code in any manner it deems advisable as long as such use complies with all applicable laws, including the Qualification Permit and PRC laws. Without limiting the generality of the foregoing, PST will be permitted to use the Software and the related source and object code to create derivative works and any and all such derivative works will be owned exclusively by PST.

(b)

License Back.   PST hereby grants back to iASPEC a royalty-free, limited, non-exclusive license to the Software, without right of sub-license, for the sole purpose of permitting iASPEC to carry out its business as presently conducted and as may be permitted with the approval of the Board of Directors of CPBY as contemplated by Section 8.

11.

Representations and Warranties of iASPEC.  iASPEC hereby makes the following representations and warranties for the benefit of PST:

(a)

Corporate Existence and Power.    iASPEC is a limited liability company duly organized and validly existing under the laws of the PRC, and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and as currently contemplated to be conducted and as currently contemplated to be conducted.  iASPEC has never approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of iASPEC or the winding up or cessation of the business or affairs of iASPEC.

(b)

Authorization; No Consent.   iASPEC (i) has taken all necessary corporate actions to authorize its execution, delivery and performance of this Agreement and all related documents and has the corporate power and authorization to execute, deliver and perform this Agreement and the other related documents; (ii) has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the other related documents and to perform their obligations under this Agreement and the other related documents; (iii) is not required to give any notice to or obtain any Consent from any person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the exclusive cooperation arrangement contemplated under this Agreement except for any notices that have been duly given or consents that have been duly obtained; and (iv) holds all the governmental authorizations necessary to permit iASPEC to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit iASPEC to own and use its assets in the manner in which it currently owns and uses such assets. To the best knowledge of iASPEC, there is no basis for any governmental authority to withdraw, cancel or cease in any manner any of such governmental authorizations.

(c)

No Conflicts. The execution and perform of this Agreement by iASPEC will not contravene, conflict with, or result in violation of  (i) any provision of the organizational documents of iASPEC; (ii) resolution adopted by the board of directors or the shareholders of iASPEC; and (iii) any laws and regulations to which iASPEC or the exclusive cooperation arrangement contemplated in this Agreement is subject.

12.

Representations and Warranties of PST.  PST hereby makes the following representations and warranties for the benefit of iASPEC and the Shareholders:

6

(a)

Corporate Existence and Power.     PST (i) is a foreign invested company duly organized and validly existing under the laws of the PRC, and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and as currently contemplated to be conducted and as currently contemplated to be conducted; and (ii) has never approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of PST or the winding up or cessation of the business or affairs of PST.

(b)

Authorization; No Consent.   PST (i) has taken all necessary corporate actions to authorize its execution, delivery and performance of this Agreement and all related documents and has the corporate power and authorization to execute, deliver and perform this Agreement and the other related documents; (ii) has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the other related documents and to perform its obligations under this Agreement and the other related documents; (iii) is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the exclusive cooperation arrangement contemplated under this Agreement except for any notices that have been duly given or consents that have been duly obtained; and (iv) has all the governmental authorizations necessary to permit PST to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit PST to own and use its assets in the manner in which it currently owns and uses such assets. To the best knowledge of PST, there is no basis for any governmental authority to withdraw, cancel or cease in any manner any of such governmental authorizations.  

(c)

No Conflicts.     The execution and perform of this Agreement by PST will not contravene, conflict with, or result in violation of (i) any provision of the organizational documents of PST; (ii) any resolution adopted by the board of directors or the shareholders of PST; and (iii) any laws and regulations to which PST or the exclusive cooperation arrangement contemplated in this Agreement is subject to.

13.

Liability for Breach; Indemnification and Hold Harmless .   Each of the Parties will be liable to each of the other Parties for any damage or loss caused by such Party's breach of this Agreement, unless excused by force majeure . iASPEC will indemnify and hold harmless PST from and against any claims, losses or damages unless caused by a breach by PST of its obligations under this Agreement or by the willful, reckless or illegal conduct of PST. PST will indemnify and hold harmless iASPEC and the Shareholders from and against any claims, losses or damages caused by any breach by PST of its obligations under this Agreement or by the willful, reckless or illegal conduct of PST.

14.

Liquidated Damages.   iASPEC and the Shareholders acknowledge and agree that PST will be incurring significant expense in order to fulfill its obligations under this Agreement. iASPEC and the Shareholders further acknowledges that breach of this Agreement by any of them would cause PST and PST's stockholders significant damages and perhaps the complete cessation of PST's business. Since the exact amount of such damages would be extremely difficult, if not impossible to calculate, iASPEC and the Shareholders agree that in the event of the material breach by any of them of this Agreement, which breach has not been cured within sixty (60) days of receipt of notice from PST of such material breach and a description of such breach, iASPEC and the Shareholders, jointly and severally, will be obligated to pay to PST liquidated damages in an amount equal to the higher of (a) eight (8) times the annualized revenues of PST for the last completed fiscal quarter, or (b) US$50 million.

15.

Shareholders' Guaranty.   The Shareholders hereby irrevocably and unconditionally guarantee that the Shareholders themselves and iASPEC will perform their obligations under this Agreement. This guaranty is a security of joint and several liability.

7

16.

Dispute Resolution.   

(a)

Friendly Consultations.   Any and all disputes, controversies or claims arising out of or relating to the interpretation or implementation of this Agreement, or the breach hereof or relationships created hereby will be settled through friendly consultations.  

(b)

Arbitration.   If the dispute is not resolved through friendly consultations within sixty (60) days from the date a Party gives the other Party written notice of a dispute, then it will be only resolved by arbitration under the auspices of and in accordance with the Arbitration Rules of China International Economic and Trade Arbitration Commission (" CIETAC ") and will be submitted to CIETAC Shenzhen Branch. Any arbitration will be heard before three (3) arbitrators, one (1) of whom will be appointed by PST, one (1) of whom will be appointed by iASPEC and the Shareholders acting together, and the remaining one (1) arbitrator (chairman of the arbitration tribunal) will be appointed by the Director of CIETAC.  Any arbitration will be conducted in both the English and Chinese languages.  The arbitration award will be final and binding on both Parties and will not be subject to any appeal, and the Parties agree to be bound thereby and to act accordingly.

(c)

Continuation of Agreement.   It is not necessary for any Party to declare a breach of this Agreement in order to proceed with the dispute resolution process set out in this Section 16. Until a Party gives notice of termination pursuant to Section 17, this Agreement will continue in effect during the pendency of any discussions or arbitration under this Section 16.

17.

Term.    This Agreement is effective as of the date first set forth above, and will continue in effect  for a term of thirty (30) years unless earlier terminated by one of the following means. The period during which this Agreement is effective is referred to as the " Term ."

(a)

Breach or Insolvency.   Either of iASPEC or PST may terminate this Agreement immediately (a) upon the material breach by the other of its obligations hereunder and the failure of such Party to cure such breach within thirty (30) working days after written notice from the non-breaching Party; or (b) upon the filing of a voluntary or involuntary petition in bankruptcy by the other or of which the other is the subject, or the insolvency of the other, or the commencement of any proceedings placing the other in receivership, or of any assignment by the other for the benefit of creditors.

(b)

  Termination by PST .   This Agreement may be terminated at any time by PST upon ninety (90) calendar days' written notice delivered to all other Parties.

(c)

Consequences of Termination .   Upon any effective date of any termination of this Agreement: (i) PST will cease providing management services to iASPEC; (ii) PST will deliver to iASPEC all chops and seals of iASPEC; (iii) PST will deliver to iASPEC all of the financial and other books and records of iASPEC, including any and all permits, licenses, certificates and other proprietary and operational documents and instruments; (iv) the senior managers who are designated by PST and elected as Directors of iASPEC will resign from the Board of Directors of iASPEC in a lawful way; (v) the Software License will terminate unless otherwise agreed by the Parties.

(d)

Survival.   The provisions of Section 9 ( Non-Competition, etc.) , Section 13  ( Indemnification; Hold Harmless ); Section 14 ( Liquidated Damages ), Section 15 ( Shareholders' Guarantee ), Section 16 ( Dispute Resolution ),  Section 17(c)  (Consequences of Termination) , and Section  18 ( Miscellaneous ) will survive any termination of this Agreement. Any amounts owing from any Party to any other Party on the effective date of any termination under the terms of this Agreement will continue to be due and owing despite such termination.

8

18.

Miscellaneous.

(a)

Headings and Gender.     The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to "Section" or "Sections" refer to the corresponding Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word "including" does not limit the preceding words or terms.

(b)

Usage.  The words "include" and "including" will be read to include "without limitation."

(c)

Severability.   Whenever possible each provision and term of this Agreement will be interpreted in a manner to be effective and valid but if any provision or term of this Agreement is held to be prohibited by or invalid, then such provision or term will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or term or the remaining provisions or terms of this Agreement. If any of the covenants set forth in Section 9 of this Agreement are held to be unreasonable, arbitrary, or against public policy, such covenants will be considered divisible with respect to scope, time and geographic area, and in such lesser scope, time and geographic area, will be effective, binding and enforceable against the Shareholders.

(d)

Waiver.     No failure or delay by any Party to exercise any right, power or remedy under this Agreement will operate as a waiver of any such right, power or remedy.

(e)

Integration.    This Agreement supersedes any and all prior discussions and agreements (written or oral) between the Parties with respect to the exclusive cooperation arrangement and other matters contained herein, including without limitation the Original Agreement and the First Amended Agreement. This Agreement contains the sole, final and complete expression and understanding between the Parties with respect to the exclusive cooperation arrangement contemplated herein.

(f)

Assignments, Successors, and No Third-Party Rights.    No Party may assign any of its rights under this Agreement without the prior consent of the other Parties, which will not be unreasonably withheld. If one Party assigns its rights upon the other Party's consent, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the Parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties to this Agreement and their successors and assigns.

(g)

Notices .    All notices, requests, demands, claims, and other communications under this Agreement will be in writing. Any Party may send any notice, request, demand, claim, or other communication under this Agreement to the intended recipient at the address set forth on the signature page of this Agreement by any means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication will be deemed to have been duly given unless and until it actually is received by the intended recipient. Refusal by a Party to accept notice that is validly given under this Agreement will be deemed to have been received by such Party upon receipt. Any Party may change the address to which notices, requests, demands, claims, and other communications under this Agreement are to be delivered by giving the other Parties notice in the manner herein set forth. Any notice, request, demand, claim, or other communication under this Agreement will be addressed to the intended recipient as set forth on the signature page hereto.

9

(h)

Further Assurances . Each of the Parties will use its best efforts to take all action and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement.

(i)

Governing Law. This Agreement will be construed, and the rights and obligations under this Agreement determined, in accordance with the laws of the PRC, without regard to the principles of conflict of laws thereunder.

(j)

Amendment . This Agreement may not be amended, altered or modified except by a subsequent written document signed by all Parties.

(k)

Counterparts. This Agreement may be executed in any number of counterparts. When each Party has signed and delivered to all other Parties at least one such counterpart, each of the counterparts will constitute one and the same instrument.

[Signature Page Follows]

10

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date(s) set forth next to each signature below.
 

11

APPENDIX A

Definitions

For purposes of that certain Management Services Agreement between Public Security Technology (PRC) Co., Ltd. (国安安全科技（中国）有限公司),Shenzhen iASPEC Software Engineering Company Limited (深圳市永泰软件工程有限公司), Lin Jianghuai ( 林江怀) and Cai Jinzhu ( 蔡金铸)to which this is Appendix A, the following terms have the meanings set forth below:

"Advances" is defined in Section 5.

"Best Efforts" means the efforts that a prudent Person desiring to achieve a particular result would use in order to ensure that such result is achieved as expeditiously as possible.

"Business" is defined in Section 7(a).

"Company Bank Accounts"  means all accounts maintained or held in the name of iASPEC at or with any bank or other financial institution, whether existing on the date of this Agreement or established in the future.

"CPBY" is defined in the Recitals.

"Consent" means any approval, consent, ratification, permission, waiver or authorization, including any of the foregoing issued or granted by any Governmental Authority.

"Effective Date" is defined in the Preamble.

"Governmental Authority" means any nation or government or any province or state any other political subdivision thereof; any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of the People's Republic of China or any political subdivision thereof; any court, tribunal or arbitrator; and any self-regulatory organization.

"Lien" means any mortgage, pledge, deed of trust, hypothecation, right of others, claim, security interest, encumbrance, burden, title defect, title retention agreement, lease, sublease, license, occupancy agreement, easement, covenant, condition, encroachment, voting trust agreement, interest, option, right of first offer, negotiation or refusal, proxy, lien, charge or other restrictions or limitations of any nature whatsoever, including but not limited to such Liens as may arise under any contract.

"Material Actions" is defined in Section 8.

"Net Losses" means the net losses of iASPEC, calculated as follows: accrued accounts receivable plus net turnover (revenue), minus cost of sales, minus operating expenses, and minus accrued but not collected accounts receivable, but only if the result is a negative number.

"Net Received Profit" means the Net Received Profit of iASPEC, calculated as follows: accrued accounts receivable plus net turnover (revenue), minus cost of sales, minus operating expenses, and minus accrued but not collected accounts receivable, but only if the result is a positive number.

"Non-Competition Period" is defined in Section 9(a).

12

"Person" means an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

"Purchase Option Agreement" is defined in the Recitals

"Qualification Permits" is defined in the Recitals.

"Reasonable Business Judgment" means a judgment reached in good faith and in the exercise of reasonable care.

"Shareholders" is defined in the Recitals.

"Software" means the software and other intellectual property described in Schedule A to this Agreement.

"Software License" is defined in Section 10(a).

"Term" is defined in Section 17.

"Turnkey Agreement" is defined in the Recitals.

"Transfer" means directly or indirectly, to sell, assign, transfer, pledge, bequeath, hypothecate, mortgage, grant any proxy with respect to, or in any other way encumber or otherwise dispose of.

"True-Up Amount" is defined in Section 4.

13

SCHEDULE A

Software

The following constitutes the "Software" under this Agreement:

14

EXHIBIT A

Form of Guaranty

The undersigned hereby guarantee that the Shareholders of SHENZHEN IASPEC SOFTWARE ENGINEERING COMPANY LIMITED (iASPEC) will elect 2 (two) senior managers, who are designated by PUBLIC SECURITY TECHNOLOGY (PRC) CO., LTD . to iASPEC, to enter the Board of Directors of iASPEC, in accordance with the provisions of "MANAGEMENT SERVICES AGREEMENT", dated as of the date hereof.

iASPEC SHAREHOLDERS:

_____________________________________

Jiang Huai Lin ( 林江怀)

_____________________________________

Jin Zhu Cai ( 蔡金铸)

Address :

Shenzen iASPEC Software Engineering

Company Limited

Unit D, Block 2, Tian An Cyber Park,
Chengongmiao, Futian District
Shenzhen, Guangdong, 518040
People's Republic of China

15

Exhibit 10.3

Purchase Option Agreement
[English Translation]

This purchase option agreement (" Agreement ") is entered into by the following parties effective as of July 1, 2007:

"Company "

" Option Holder "

" Shareholder A "

" Shareholder B "

Shareholder A and Shareholder B are collectively referred to as " Shareholders ".  Company, Option Holder and Shareholders are collectively referred to as the " Parties " and each, a " Party ".

WHEREAS,

(1)           Shareholder A and Shareholder B hold 60% and 40% of Company's shares, respectively;

(2)           Option Holder, a limited liability company legally organized and validly existing in China, provides services for Company and has been the important cooperative companion of Company; and

(3)           The Parties hereby intend to give Option Holder the exclusive option to purchase all or part of Company's shares held by Company's Shareholders, or one party of such Shareholders, from time to time in accordance with the laws of the People's Republic of China (" China " or the " PRC ").

Under the principles of sincere cooperation, equal and mutual benefit and common development, through friendly negotiations and pursuant to PRC laws and regulations, the Parties hereby agree as follows:

ARTICLE 1

AUTHORIZATION AND EXERTION OF PURCHASE OPTION

1.1

The Parties hereby agree that, upon execution of this Agreement, Option Holder owns the exclusive option, and is entitled to purchase all or part of Company's shares held by the Shareholders, or all or part of Company's assets owned by Company, at any time in accordance with the provisions set forth herein.  Parties agree that once the option is authorized, by execution of this Agreement, the option shall be irrevocable during the term of this Agreement.

1.2

The purchase option shall be exercised on the condition that the shares or assets of Company held by Option Holder directly, or held by another qualified entity appointed by Option Holder, shall not violate applicable PRC laws and regulations, and all the licenses and permits currently held by Company necessary for the operation of Company will not be cancelled or invalidated due to such direct or indirect ownership of shares or assets of Company by the Option Holder.

2

1.3

To exercise the purchase option, Option Holder shall inform Company or the Shareholders, of Option Holder's intent to exercise its purchase option by serving Company and the Shareholders with a copy of the Notice of Option Exertion (" Notice of Option Exertion "), the substantial form of which is annexed hereto as Exhibit I).

1.4

Within thirty (30) days of receipt of the Notice of Option Exertion, the Shareholders or Company (as the case may be) shall enter into either an assets purchase and transfer agreement, substantially in the form of Exhibit II attached hereto, or an equity transfer agreement, substantially in the form of Exhibit III attached hereto, and any other necessary documents with Option Holder (or other qualified entity appointed by Option Holder), which shall conform with Notice of Option Exertion.

1.5

Upon the law's permission and Option Holder's decision to exercise the purchase option, Company and the Shareholders shall assist Option Holder in Option Holder's procurement of necessary government approvals, permits, registration and other formalities unconditionally.

ARTICLE 2

PRICE OF PURCHASE OPTION EXERTION

2.1

Subject to the valuation of Company's shares or assets required by applicable laws, the price of Company's shares or assets shall be USD1,800,000.  If Option Holder chooses to  purchase partial shares or assets, the exercise price for such partial purchase will be adjusted to reflect the proportional value of such shares or assets as related to all shares and assets of Company.  The lump-sum of the purchase option shall be paid to Company's Shareholders or other appointed person by Option Holder when Option Holder exercises the purchase option.

ARTICLE 3

STATEMENT AND WARRANT

3.1

Each Party hereby states and warrants to other Parties as follows:

4

(1)

Such Party owns all the necessary rights, abilities and authorizations to execute and fulfill all the obligations and responsibilities under this Agreement; and

(2)

Signing and fulfilling this Agreement does not violate any important contract or agreement that binds any party and its assets.

3.2

Company and Company's Shareholders hereby further state and warrant to Option Holder individually and collectively as follows:

(1)

On the date of this Agreement's execution, the Company's Shareholders legally own the Company's shares, and own the entire, effective disposal rights of such shares (excluding limitations under Chinese laws and regulations).  The Company's shares owned by Company's Shareholders, have no mortgage, impawn, preemption or other rights and benefits of any third party, and there is no third party claim for compensation (except that has been disclosed to Option Holder and confirmed by Option Holder in writing.)

(2)

During the life of this Agreement, the Company's Shareholders shall not transfer their shares of Company to any third party unless agreed to in writing by Option Holder.

(3)

During the life of this Agreement, Company's business shall conform to all applicable Chinese laws, regulations and administrative rules and provisions, and shall not take any actions that might have a negative effect on Company's business or assets due to violation of applicable Chinese laws, regulations and administrative rules and provisions.

(4)

Before Option Holder (or qualified entity appointed by Option Holder) exercises the purchase option to acquire all the shares or assets of Company, Company shall not behave as follows:

(a)

Sell, transfer, pledge or through any other methods dispose of any asset, business or rights and benefits of legal or beneficial income, or permit selling other guarantee rights concerning same (except those activities that are generated by normal or daily business or those activities that have been disclosed to Option Holder and consented to by Option Holder in writing);

5

(b)

Enter into any transaction which shall materially affect the assets, responsibility, operation, shares and other legal rights of Company (except as generated by normal or daily business or have been disclosed to Option Holder and consented to by Option Holder in writing); and

(c)

Pay a dividend in any form to the Shareholders (except for dividend payments resolved by unanimous consent by the Shareholders according to Article 4.1 hereof).

(5)

Before Option Holder (or qualified entity appointed by Option Holder) exercises the purchase option to acquire all the shares or assets of Company, the Shareholders shall not behave either individually or collectively as follows:

(a)

Supply, modify or amend the articles of association of Company in any form, and the supplement, modification or amendment materially affect on assets, responsibility, operation, shares and other legal rights (except to increase capital to meet legal requirements);

(b)

Prompt the Company to conclude the transaction which shall materially affect the assets, responsibility, operation, shares and other legal rights of Company (except as generated by normal or daily business or have been disclosed to Option Holder and consented to by Option Holder in writing); and

(c)

Cause the Shareholders or the Board of Directors of Company to pass a resolution for the distribution of dividend payment.

(6)

During the life of this Agreement, unless otherwise specified herein or agreed by Option Holder in writing, the Shareholders shall individually or collectively cause the Company to act as follows:

6

(a)

Maintain Company's existence, operate the business, dispose of affairs prudently and effectively, make best effort to ensure that Company continuously holds licenses, permits and approvals needed for its operation, and ensure that such licenses, permits and approvals will not be canceled;

(b)

Maintain the tangible assets of Company with good operation, except for normal wear and tear;

(c)

Refuse to compromise or relinquish rights related to pending litigation matters, except with the prior written consent of Option Holder;

(d)

Make best efforts to maintain Company's organization structure and senior managers, and continue to maintain client relationships to ensure that the reputation and business of Company will not be affected after completing the transaction of shares or assets hereof;

(e)

Not provide a loan or any form of debit or credit, except with the prior written consent of Option Holder;

(f)

Not merge with a third party and not purchase a third party's assets or business or transfer Company's assets or other rights to a third party, except with the prior written consent of Option Holder;

(g)

Inform Option Holder in writing immediately of any important negative changes to Company or any events, facts, conditions, changes or other situations which may lead to a violation of the terms and conditions identified herein; and

(h)

Make best efforts to acquire all the necessary government approvals and other consents for completing a share transfer, in the event that Option Holder exercises the purchase option in accordance with the conditions of this Agreement.

7

ARTICLE 4

SPECIAL AGREEMENTS

The Parties hereby further agree:

4.1

Simultaneously with the execution of this Agreement, the Shareholders will sign the Power of Attorney which is annexed hereto as Exhibit IV, and will authorize the two individuals to be nominated by Option Holder at the time of exercise of the option to purchase the equity of the Company (collectively referred to as " Trustees "), as their authorized representatives at Shareholders' meetings, to exercise all the Shareholders' rights, including voting rights; provided, however, that the Trustees shall be Chinese citizens and shall consent to the authorization and trust set forth herein.  If in its sole discretion, Option Holder dismisses and replaces a Trustee, Company shall withdraw the trust and authorization of such Trustee immediately, upon receipt of written notice from Option Holder, and shall appoint the replacement Trustee in his or her stead. The Shareholders shall not have the right, without the prior written consent of Option Holder, to withdraw any Trustee's trust and authorization. Trustees shall fulfill their obligation prudentially and diligently according to the scope of their authorization and shall be liable to the Company and the Shareholders if they act with malice or gross negligence and such conduct result in a loss to the Company and the Shareholders.

4.2

If permitted by applicable law, Shareholders shall extend the Company's registered business period according to Option Holder's prospective period of operation and make Company's business period equal to Option Holder's business period.

ARTICLE 5

CONFIDENTIALITY

5.1

Notwithstanding whether this Agreement is validly existing, the parties herein shall safeguard as confidential all the following information (" Confidential Information ") (1) acknowledgement or receipt of Option Holder's business secrets, exclusive information and customer information due to signing or fulfilling this Agreement; and (2) acknowledgement or receipt of Company's business secrets, exclusive information and customer information due to being a Shareholder.  Each Shareholder shall use such Confidential Information in the purpose of fulfilling his/her obligation under this Agreement.  Without Option Holder's written consent, each Shareholder shall not enclose such Confidential Information to third party, otherwise he/she shall take the breaching responsibility of Article 6 herein.

8

5.2

After this Agreement terminates, upon Option Holder's request, each Shareholder shall return, destroy or otherwise dispose of all the documents, information or software which contain Confidential Information and shall cease using such Confidential Information.

5.3

Notwithstanding any other contrary terms and conditions herein stipulated, Article 5 herein shall not be affected by a breach, termination or failure to enforce this Agreement.

ARTICLE 6

LIABILITIES FOR BREACH

6.1

If any party materially violates any provisions of this Agreement or fails to fulfill any obligation contained herein (" Breaching Party "), such violation shall be deemed a breach of this Agreement (" Breach ").  The non-breaching party or parties (" Non-breaching Party ") shall inform the Breaching Party that it must remedy or take effective action to cure its breach during a period of time designated decided by the Non-breaching Party.  If the Breaching Party fails to remedy or take effective action with the time designated by the Non-breaching Party, the Breaching Party shall be penalized as follows:

6.1.1

Pay RMB5,000,000 to the Non-breaching Party, and

6.1.2

Compensate the Non-breaching Party for any and all losses caused by the Breaching Party's violation.

9

ARTICLE 7

APPLICABLE LAWS AND SETTLEMENT OF DISPUTES

7.1

This Agreement shall be governed and construed by laws of China.

7.2

Any dispute, arising out of or related to this Agreement, shall be settled by negotiation of the Parties hereto.  If no agreement is reached through negotiation within thirty (30) days from the beginning of the dispute in question, such dispute shall be arbitrated in Chinese by the China International Economic and Trade Arbitration Commission Shenzhen Branch (" CIETAC-Shenzhen ") in accordance with CIETAC-Shenzhen Arbitration Rules then in effect.  The decision of the arbitrator shall be final and binding upon the Parties. The party who loses the arbitration shall bear the arbitration expense.  

ARTICLE 8

LIFE OF AGREEMENT

8.1

This Agreement shall become effective on the date which is executed by the Parties and shall terminate on the date the Option Holder exercises its purchase option and acquires all the shares or assets of Company pursuant to the terms of this Agreement.

8.2

Notwithstanding the provision set forth hereinbefore, Option Holder may rescind this Agreement by informing the other parties in writing thirty (30) days in advance of its intent to rescind this Agreement.

ARTICLE 9

MODIFICATION OF THIS AGREEMENT

9.1

Any amendment or supplement to this Agreement shall be in writing, and shall become effective upon execution of all parties.

10

ARTICLE 10

COUNTERPARTS

10.1

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

ARTICLE 11

MISCELLANEOUS

11.1

The Shareholders shall be held jointly and severally liable for the fulfillment of their duties, obligations, commitments and responsibilities under this Agreement.

11.2

This Agreement and its exhibits constitute the entire agreement with respect to the transaction identified in this Agreement, which shall supersede any and all oral or written correspondence, consent, memorandum or other discussion concerning this Agreement or the transaction referenced herein.

11.3

The headings of all the articles herein are used for convenient reading, which shall not become the part of the agreement of each party, and shall not affect on this Agreement's meaning and interpretation in any methods.

11.4

      Each part of this Agreement is intended to be severable. If any one term or partial terms and conditions herein is deemed as invalid, illegal or non-enforceable, the validity, effectiveness, and enforceability of other terms and conditions hereof shall not affected.

11.5

When executing this Agreement, the Shareholders shall sign a power of attorney at the same time (" Power of Attorney "), a form of which is annexed hereto as Exhibit V, to irrevocably authorize a Chinese law firm appointed by Option Holder to represent the Shareholders in the execution of transactions contemplated by this Agreement.  The Power of Attorney shall be kept by Option Holder.  In addition, Option Holder may require the Shareholders to sign several counterparts of such Power of Attorney at any time.

11

IN WITNESS WHEREOF , this Agreement has been executed by the Parties as of the date first set forth above.

12

EXHIBIT I

NOTICE OF PURCHASE OPTION EXERTION

To: Shenzhen (iAspec) Software Engineering Company Limited and its Shareholders

Whereas , the "Purchase Option Agreement", entered into by you and us, effective as of July 1, 2007, sets forth that, on the basis of  Chinese laws and regulations and in accordance with our demand, you will sell the [shares/assets] of Shenzhen (iASPEC) Software Engineering Company Limited to us or to another company or individual appointed by us.

Therefore, we hereby inform you as follows:

We hereby demand to exercise the purchase option under the "Purchase Option Agreement" at the price of RMB [_________] to the purchase of [__% of the Registered Capital of Shenzhen (iASPEC) Software Engineering Company Limited / the following listed assets of Shenzhen (iASPEC) Software Engineering Company Limited (a copy of which is annexed hereto)] (collectively referred to as " Prospective transfer shares/ Prospective transfer assets ") by [us / ________ appointed by us].  Please sell all the Prospective transfer shares/Prospective transfer assets to us/ ________ appointed by us in accordance with the terms of the "Purchase Option Agreement" upon receipt of this notice.

EXHIBIT II

 FORM OF EQUITY TRANSFER AGREEMENT

This Equity Transfer Agreement (this " Agreement ") is entered into as of July 1 ^st , 2007 by and among:

" Transferee "

" Shareholder A "

" Shareholder B "

" Company "

Shareholder A and Shareholder B are collectively referred to as the " Shareholders " or the " Transferee ".  The Company, the Transferee and the Shareholders are collectively referred to as the " Parties ", and individually, a " Party ".

1

WHEREAS, the Shareholders desire to sell and transfer to the Transferee, and the Transferee agrees to purchase the equity interests of the Shareholders in the Company.

Based on the terms, representations, warranties and covenants under this Agreement, the Parties agree:

ARTICLE 1

SALES AND PURCHASE

1.1

Based on and subject to the terms and conditions of this Agreement, the Shareholders agree to sell and transfer to the Transferee, and the Transferee agrees to purchase and obtain all of the equity interest and any and all rights and benefits relating thereto of the Shareholders in the Company (" Equity Interest "), as indicated below.  Except for those have been disclosed by the Shareholders and accepted by the Transferee, the Equity Interest shall be free from any lien, mortgage, pledge, claim, ownership claim, first right of refusal and other security right.

___% equity interest in the Company held by the Shareholders is hereby transferred to the Transferee based on the terms and conditions under this Agreement.

ARTICLE 2

EFFECTIVENESS AND TRANSFER

2.1

The Parties agree that the equity transfer under this Agreement shall take effective on the date the Parties execute this Agreement (" Effective Date ").

2.2

The Equity Interest shall be transferred on the Effective Date.  All the rights and obligations before and after the Effective Date shall be continually assumed by the Company.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS

Each of the Shareholders represents and warranties to the Transferee as follows:

3.1

The Shareholders have the complete and independent legal rights and power to execute, deliver and implement this Agreement, and can act as an independent party in litigation.  To the best knowledge of the Shareholders, at the time of executing this Agreement, each of the Shareholders has not involved into any bankruptcy proceeding and any litigation, arbitration or any other events or status that may materially affecting his ability to finish the transaction and to fulfill other obligations under this agreement.

2

3.2

The Shareholders have the complete power and authorization to execute and deliver this Agreement and any other documents relating to the transaction under this Agreement and to be executed by them and to complete the transaction under this Agreement.  This Agreement is duly and legally executed and delivered by the Shareholders.  This Agreement constitutes the legal and binding obligations of the Shareholders and can be enforced according to its terms.  Any and all documents relating to the transaction under this Agreement, once executed and delivered, will constitute the legal and binding obligations of the Shareholders and can be enforced according to the terms thereof.

3.3

Other than those have been disclosed by the Shareholders and accepted by the Transferee, the Shareholders are the registered and beneficial owners of the Equity Interest proportionately and the Equity Interest is clear of any lien, mortgage, pledge, claim, ownership claim, first right of refusal and other security.  The Transferee will obtain the Equity Interest in good condition and clear of any aforementioned obstacles.

3.4

The Shareholders and the Company shall be jointly and severally liable for the representations and warranties made by the Company under Article 4 of this Agreement.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES BY THE COMPANY

4.1

The Company is a limited liability company with independent legal personality and duly established and existing under PRC law.  The Company has the complete, independent legal power and capability to enter into this Agreement and to fulfill the obligations thereunder and can act as an independent party in litigation.

4.2

Any and all of the reports, documents and information provided by the Company to the Transferee and required by this Agreement before the Effective Date concerning the equity interest of the Shareholders are true and correct in all material aspects on the Effective Date.

4.3

There is no pending or, to the knowledge of the Company, threatened litigation, legal proceeding or claim again the Company or its assets (including without limitation, the equity interest to be transferred) in any court, arbitration tribunal, government or administrative agents that will materially affect the economic situation of the Company or the ability of the Transferee to fulfill its obligations under this Agreement.

3

ARTICLE 5

SPECIAL AGREEMENT

5.1

All the taxes and administration fees incurred relating to this Agreement or the transaction under this Agreement shall be born by the Parties respectively according to the relevant PRC laws and regulations.

5.2

The Parties acknowledge and agree that each of them will take all necessary actions to effectuate this Agreement and the transaction thereunder, including without limitation, execution of shareholders resolution, or require the directors of the Company appointed by each of the Shareholders to execute the board resolution, approving the transaction under this Agreement, and application for registration of the transaction under this Agreement with the original registration authority or provide assistance thereto.

ARTICLE 6

BREACH OF CONTRACT

6.1

If any Party (the " Breaching Party ") of this Agreement material breaches any of its representations, warranties or covenants under this Agreement, or fails to perform any of its obligations under this Agreement, such breach or failure shall constitute a breach under this Agreement (" Breach ").

6.2

The Party that does not breach this Agreement (the " Non-Breaching Party ") shall have the right to require the Breaching Party to rectify or take remedial actions within an agreed period, and if the Breaching Party fails to rectify its breaching activities within the agreed period, the Non-Breaching Party has the right, at its own discretion, to choose one of the following remedies: (1) terminate this Agreement and require the Breaching party to compensate all the losses incurred to the other Party due to its Breach; or (2) require the enforcement of the obligations of the Breaching Party under this Agreement and require a compensation for all the losses incurred to the other party due to the Breach.

ARTICLE 7

MISCELLANEOUS

7.1

Any notice, request, demand and other communications required by this Agreement or made according to this Agreement shall be delivered to the relevant Party in writing.  Notices given by personal delivery will be deemed effectively given on the date of personal delivery.  Notices given by facsimile transmission will be deemed effectively given upon transmission or if the transmission date is not a working day or the transmission time is after the working time, then on the first (1st) business day following the date of transmission.

7.2

This Agreement constitutes an entire agreement among the Parties and shall supersedes any and all prior communications, promises, memorandum or any discussions (written or oral) among the Parties with respect to the subject matters contained herein.

4

7.3

This Agreement may not be amended, altered or modified except by a subsequent written document signed by all Parties.

7.4

Each part of this Agreement is intended to be severable.  If any term, covenant, condition or provision hereof is unlawful, invalid, or unenforceable for any reason whatsoever, then all such remaining parts hereof will be valid and enforceable and have full force and effect as if the invalid or unenforceable part had not been included.

7.5

This Agreement will be governed by and construed in accordance with the laws of the People's Republic of China.

7.6

In the event of any dispute arising from, or in connection with this Agreement, the Parties will first attempt to resolve the dispute through friendly consultations.  In the event that satisfactory resolution is not reached within thirty (30) days after the occurrence of such disputes, the dispute will be submitted to resolution by arbitration by the China International Economic and Trade Arbitration Commission (the " Commission ") in Shenzhen, in accordance with the then effective procedural rules of the Commission.  The arbitration shall be conducted in Chinese.  The arbitral award will be final and binding upon all Parties hereto.  The arbitration fee shall be born by the losing Party.  All the other terms than the disputing portion of this Agreement shall remain effective.

7.7

This Agreement is written in Chinese and in three counterparts, with each Party holds one counterpart.

7.8

The headings contained in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement or any provision hereof.

7.9

This Agreement shall take effective upon execution and shall be binding on the Parties, provided, however, that the effectiveness and complete of the equity transfer under this Agreement shall be subject to the stipulation in Article 2.

[The remainder of this page is intentionally left blank.]

5

IN WITNESS THEREOF, this Agreement is executed by:

6

EXHIBIT III

FORM OF ASSETS PURCHASE AND TRANSFER AGREEMENT

This Assets Purchase and Transfer Agreement (this " Agreement ") is entered into as of July 1, 2007 by and among:

" Transferee "

" Company "

" Shareholder A "

" Shareholder B "

Shareholder A and Shareholder B are collectively referred to as the " Shareholders " or the " Transferee ".  The Company, the Transferee and the Shareholders are collectively referred to as the " Parties ", and individually, a " Party ".

1

WHEREAS, the Company desires to sell and transfer to the Transferee, and the Transferee agrees to purchase all of the assets of the Company.

Based on the terms, representations, warranties and covenants under this Agreement, the Parties agree:

ARTICLE 1

SALES AND PURCHASE

1.1

Based on and subject to the terms and conditions of this Agreement, the Company agrees to sell and transfer to the Transferee, and the Transferee agrees to purchase and obtain all of the assets and any and all rights and benefits relating thereto of the Company (" Company Assets "), as indicated below.  Except for those have been disclosed by the Shareholders and accepted by the Transferee, the Company Assets shall be free from any lien, mortgage, pledge, claim, ownership claim, first refusal right and other security right.

ARTICLE 2

EFFECTIVENESS AND TRANSFER

2.1

The Parties agree that the equity transfer under this Agreement shall take effective on the date the Parties execute this Agreement (" Effective Date ").

2.2

The Company Assets shall be transferred on the Effective Date.  All the rights and obligations before and after the Effective Date shall be continually assumed by the Company.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES BY THE COMPANY

The Company represents and warranties to the Transferee as follows:

3.1

The Company is a limited liability company with independent legal personality and duly established and existing under PRC law.  The Company has the complete, independent legal power and capability to enter into this Agreement and to fulfill the obligations thereunder and can act as an independent party in litigation.  At the time of executing this Agreement, the Company has not involved into any bankruptcy proceeding and any litigation, arbitration or any other events or status that may materially affecting its ability to finish the transaction and to fulfill other obligations under this agreement.

3.2

The Company has the complete power and authorization to execute and deliver this Agreement and any other documents relating to the transaction under this Agreement and to be executed by the Company and to complete the transaction under this Agreement.  This Agreement is duly and legally executed and delivered by the Company.  This Agreement constitutes the legal and binding obligations of the Company and can be enforced according to its terms.  Any and all documents relating to the transaction under this Agreement, once executed and delivered, will constitute the legal and binding obligations of the Company and can be enforced according to the terms thereof.

2

3.3

Other than those have been disclosed by the Company and accepted by the Transferee, the Company is the registered and beneficial owner of the Company Assets and the Company Assets are clear of any lien, mortgage, pledge, claim, ownership claim, first right of refusal and other security.  The Transferee will obtain the Company Assets in good condition and clear of any aforementioned obstacles.

3.4

Any and all of the reports, documents and information provided by the Company to the Transferee and required by this Agreement before the Effective Date concerning the Company Assets are true and correct in all material aspects on the Effective Date.

3.5

There is no pending or, to the knowledge of the Company, threatened litigation, legal proceeding or claim again the Company or its assets (including without limitation, the equity interest to be transferred) in any court, arbitration tribunal, government or administrative agents that will materially affect the economic situation of the Company or the ability of the Transferee to fulfill its obligations under this Agreement.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS

4.1

The Shareholders have the complete and independent legal rights and power to execute, deliver and implement this Agreement, and can act as an independent party in litigation.  To the best knowledge of the Shareholders, at the time of executing this Agreement, the Company has not involved into any bankruptcy proceeding and any litigation, arbitration or any other events or status that may materially affecting its ability to finish the transaction and to fulfill other obligations under this agreement.

4.2

The Shareholders and the Company shall be jointly and severally liable for the representations and warranties made by the Company under Article 3 of this Agreement.

ARTICLE 5

SPECIAL AGREEMENT

5.1

All the taxes and administration fees incurred relating to this Agreement or the transaction under this Agreement shall be born by the Parties respectively according to the relevant PRC laws and regulations.

3

5.2

The Parties acknowledge and agree that each of them will take all necessary actions to effectuate this Agreement and the transaction thereunder, including without limitation, execution of shareholders resolution, or require the directors of the Company appointed by each of the Shareholders to execute the board resolution, approving the transaction under this Agreement, and application for registration of the transaction under this Agreement with the original registration authority or provide assistance thereto.

ARTICLE 6

BREACH OF CONTRACT

6.1

If any Party (the " Breaching Party ") of this Agreement material breaches any of its representations, warranties or covenants under this Agreement, or fails to perform any of its obligations under this Agreement, such breach or failure shall constitute a breach under this Agreement (" Breach ").

6.2

The Party that does not breach this Agreement (the " Non-Breaching Party ") shall have the right to require the Breaching Party to rectify or take remedial actions within an agreed period, and if the Breaching Party fails to rectify its breaching activities within the agreed period, the Non-Breaching Party has the right, at its own discretion, to choose one of the following remedies: (1) terminate this Agreement and require the Breaching party to compensate all the losses incurred to the other Party due to its Breach; or (2) require the enforcement of the obligations of the Breaching Party under this Agreement and require a compensation for all the losses incurred to the other party due to the Breach.

ARTICLE 7

MISCELLANEOUS

7.1

Any notice, request, demand and other communications required by this Agreement or made according to this Agreement shall be delivered to the relevant Party in writing.  Notices given by personal delivery will be deemed effectively given on the date of personal delivery.  Notices given by facsimile transmission will be deemed effectively given upon transmission or if the transmission date is not a working day or the transmission time is after the working time, then on the first (1st) business day following the date of transmission.

7.2

This Agreement constitutes an entire agreement among the Parties and shall supersedes any and all prior communications, promises, memorandum or any discussions (written or oral) among the Parties with respect to the subject matters contained herein.

7.3

This Agreement may not be amended, altered or modified except by a subsequent written document signed by all Parties.

4

7.4

Each part of this Agreement is intended to be severable.  If any term, covenant, condition or provision hereof is unlawful, invalid, or unenforceable for any reason whatsoever, then all such remaining parts hereof will be valid and enforceable and have full force and effect as if the invalid or unenforceable part had not been included.

7.5

This Agreement will be governed by and construed in accordance with the laws of the People's Republic of China.

7.6

In the event of any dispute arising from, or in connection with this Agreement, the Parties will first attempt to resolve the dispute through friendly consultations.  In the event that satisfactory resolution is not reached within thirty (30) days after the occurrence of such disputes, the dispute will be submitted to resolution by arbitration by the China International Economic and Trade Arbitration Commission (the "Commission") in Shenzhen, in accordance with the then effective procedural rules of the Commission.  The arbitration shall be conducted in Chinese.  The arbitral award will be final and binding upon all Parties hereto.  The arbitration fee shall be born by the losing Party.  All the other terms than the disputing portion of this Agreement shall remain effective.

7.7

This Agreement is written in Chinese and in three counterparts, with each Party holds one counterpart.

7.8

The headings contained in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement or any provision hereof.

7.9

This Agreement shall take effective upon execution and shall be binding on the Parties, provided, however, that the effectiveness and complete of the equity transfer under this Agreement shall be subject to the stipulation in Article 2.

[The remainder of this page is intentionally left blank.]

5

IN WITNESS THEREOF, this Agreement is executed by:

6

EXHIBIT IV

[FORM OF POWER OF ATTORNEY]

Power of Attorney

I, the undersigned, ___________ (Chinese ID Card Number: ___________________), hereby irrevocably authorize ___________________ (Chinese ID Card Number: _____________________), as my representative, to exercise all rights and power as the shareholder in Shenzhen (iASPEC) Software Engineering Company Limited, including without limitation, shareholder's voting right.  This Power of Attorney is irrevocable unless it is withdrawn by myself in accordance with the written notice from Public Security Technology (PRC) Co., Ltd.

By: _________________

Dated as of: __________

EXHIBIT V

FORM OF POWER OF ATTORNEY TO CHINESE LAW FIRM

Power of Attorney

I, the undersigned, _______________ (Chinese ID Card Number: ___________________), hereby irrevocably authorize ___________________, as my representative, to execute and deliver all documents and to go through all necessary government registration formalities relating to the transfer of the equity or assets of Shenzhen (iASPEC) Software Engineering Company Limited under the Purchase Option Agreement, effective as of July 1, 2007, among Shenzhen (iASPEC) Software Engineering Company Limited, the shareholders of Shenzhen (iASPEC) Software Engineering Company Limited and Public Security Technology (PRC) Co., Ltd.. This Power of Attorney shall not be terminated due to my absconding, death or lost of civil capacity.

By: _________________

Date: ________, 2007

We refer to the Management Service Agreement (" MSA "), effective as of July 1, 2007, among Public Security Technology (PRC) Co. Ltd., formerly Bo Hai Wen Technology (Shenzhen) Company Limited (" PST "), Shenzhen iASPEC Software Engineering Company Limited (" iASPEC "), Mr. Jiang Huai Lin (" Mr. Lin ") and Mr. Jinzhu Cai (" Mr. Cai ", and together with Mr. Lin, the " iASPEC Shareholders "), pursuant to which the parties have agreed to replace, as of July 1, 2007, that certain Amended and Restated Business Turnkey Agreement (the " Turnkey Agreement "), dated as of January 31, 2007, among PST, iASPEC and the iASPEC Shareholders, the effective date of the MSA.

By: /s/ Jiang Huai Lin                   
       Jiang Huai Lin
       President