Management of Sino-foreign Joint Venture

EXHIBIT 10.2


MANAGEMENT OF SINO-FOREIGN JOINT VENTURE


[CHINESE CHARACTERS]


UNIVERSAL SENSOR APPLICATION INC.


CONSTITUTIONS


APRIL 12, 2005


TABLE OF CONTENTS


Chapter 1 General 3 Chapter 2 Objective of Joint Venture and Operation Scope 4 Chapter 3 Total Registered Capital, Investment Ratio, and Method of Investment 4 Chapter 4 Allocation of Profit and Losses 5 Chapter 5 Board of Directors 5 Chapter 6 Management Structure Chapter 7 Finance and Foreign Exchange Management Chapter 8 Dissolution and Liquidation Chapter 9 Others
Name list of Directors


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MANAGEMENT OF FOREIGN JOINT VENTURE


[CHINESE CHARACTERS]


UNIVERSAL SENSOR APPLICATION INC.


CONSTITUTIONS


CHAPTER 1 GENERAL


Article 1.1 In accordance with the stipulations of The Law of the People's Republic of China (PRC) Joint Ventures Using Chinese and Foreign Investment and other related laws and rules


[CHINESE CHARACTERS] (hereinafter "Party A")
SENSOR SYSTEM SOLUTIONS, INC. (hereinafter "Party B")
Hong Kong GREAT GENESIS HOLDINGS LIMITED (hereinafter "Party C")


Three parties signed the contract of a Sino-foreign Joint Venture, UNIVERSAL SENSOR APPLICATION INC., in Wuhan City Hubei Province on the 12th of April 2005.


Article 1.2 Parties of Joint Venture Party A: [CHINESE CHARACTERS] (hereinafter "HX") Registration: Shanghai Business Administrative Management Bureau Address: 14 Luo Mountain Road, Suite 260, Lane1700, Pudong newly developed area, Shanghai Tel: 021-58547577 Fax: 021-58547577 Legal Representative: Hanlin Chen Position: Chairman of board Nationality: PRC


Party B: SENSOR SYSTEM SOLUTIONS, INC. (hereinafter "3S") Registration: CA, U.S.A. Address: 45 Parker, Suite A, Irvine, CA 92618, USA Tel: 001-949-855-6688 Fax: 001-949-855-6685 Legal Representative: Michael Young Position: CEO Nationality: U.S.A.


Party C: Hong Kong Great Genesis Holding Ltd. (hereinafter "GENESIS") Registration: Hong Kong Address: Central, HK Tel: 00852-25267572 Fax: 00852-25267572 Legal Representative: Hanlin Chen Position: Chairman of board Nationality: PRC


Article 1.3 All parties agree to establish [CHINESE CHARACTERS](hereinafter


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"the Company"), English name "UNIVERSAL SENSOR APPLICATION INC.". The join venture's legal address is: No. 1 Guanshan 1st Road, Henglong Building, Wuhan, Hubei Province, PRC. The company is a joint venture company, which is registered in China as a limited liability company. All of activities of the company must comply with the laws and related stipulations of People's Republic of China, and its legitimate management rights is protected by People's Republic of China.


Article 1.4 The Joint Venture Company registered in Hubei Business Administrative Management Bureau.


CHAPTER 2 OBJECTIVE OF JOINT VENTURE AND OPERATION SCOPE


Article 2.1 Business objective of the company: To achieve satisfactory financial returns through funding cooperation and technology transfer, and to introduce products that are competitive worldwide in terms of quality and price through advanced technology and scientific management.


Article 2.2 Operation scope of the company: Development, production and sale of sensor and related electronic products. The Company is targeted to produce 4 million sensors annually with an annual sale of RMB300 millions.


Article 2.3 The term of this Joint Venture is 15 years from the date when the business license is received.


CHAPTER 3 TOTAL REGISTERED CAPITAL, INVESTMENT RATIO, AND METHOD OF INVESTMENT


Article 3.1 The Company's total investment is USD 14 millions; registered capital is USD 10 millions. All parties agree to follow amount and ratio of investment:


Part A -- HX will invest USD 1 millions (10% of the registered capital)


Part B -- 3S will invest USD 3 millions (30% of the registered capital)


Part C -- GENESIS will invest USD 6 millions (60% of the registered capital)


Article 3.2 Method of Investment


Part A -- HX will invest in cash, land and building valued USD 1 millions


Part B -- 3S will invest with intangible assets (refer to "Technology Transfer Contract").


Part C -- GENESIS will invest in cash, land and building valued USD 6 millions


Article 3.3 All parties must invest as the stipulations of article 5.1 and 5.4 in contract. All pay-in investment has to be verified by an accountant allowed to practice in China. The Company will issue proof of investment based on this account's report.


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Article 3.4 The Company cannot reduce its registered capital during the term of the joint venture.


Article 3.5 Other current parties of the joint venture will have preemption to purchase the ownership of one party if the party is c ...