Item 1.01 Entry into a Material Definitive Agreement.

On October 25, 2009, ZST Digital Networks, Inc. (the "Company"), through one of its wholly-owned subsidiaries, Zhengzhou Shenyang Technology Co., Ltd., entered into a GPS Device Supply and Terminal Service Agreement (the "Agreement") with Xing Yang Security Service Co., Ltd. ("Xing Yang"), a provider of personal, logistics, and technology safety services.

Pursuant to the Agreement, the Company will provide GPS hardware installation and monthly call center services to Xing Yang. Specifically, the Company will supply and install GPS tracking units in Xing Yang's armored trucks and Xing Yang's trucks will have access to the Company's call center, which provides direction, information and emergency support for subscribers. Pursuant to the Agreement, Xing Yang will pay the Company 4,000,000 RMB upon entering into the Agreement and an additional annual service fee up to approximately 500,000 RMB each year.

A copy of the Agreement is attached hereto as Exhibit 10.1 and the information therein is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On November 10, 2009, the Company issued a press release announcing the Agreement discussed in Item 1.01 above. A copy of the press release is attached hereto as Exhibit 99.1 and the information therein is incorporated herein by reference.

The information reported under Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number Description 10.1 GPS Device Supply and Terminal Service Agreement dated October 25, 2009. 99.1 Press Release.

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