2002 JOINT VENTURE AGREEMENT

                                                                    EXHIBIT 10.2
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                          2002 JOINT VENTURE AGREEMENT


This 2002 Joint Venture Agreement (the "Agreement") is made on this 22nd day of
October 2002, by and between Universal Security Instruments, Inc. ("Universal")
of 7-A Gwynns Mill Court, Owings Mills, Maryland 21117-3586, United States of
America ("USA"), a corporation organized and existing under the laws of the
State of Maryland, USA, and Lai Kwan Limited ("Lai Kwan") of B2, 3/F., Fortune
Factory Building, 40 Lee Chung Street, Chai Wan, the Hong Kong Special
Administrative Region of the People's Republic of China ("Hong Kong"), a limited
liability company organized and existing under the laws of Hong Kong.

                                     WHEREAS

A.    The parties hereto (the "Parties") are parties to a Joint Venture
      Agreement dated 23 October 1989 as supplemented by a Supplementary
      Agreement dated 21 August 2001 and a memorandum letter dated 8 October
      2001 (collectively referred to as the "1989-2001 Agreements") relating to
      the business, management and operation of Eyston Company Limited
      ("Eyston"), a limited liability company organized and existing under the
      laws of Hong Kong.

B.    The Parties have concluded that certain provisions of the 1989-2001
      Agreements are redundant, obsolete and no longer appropriate.

C.    The Parties are also considering a listing of Eyston or its business on
      The Stock Exchange of Hong Kong Limited or another stock exchanges of
      equivalent international standing (the "Stock Exchange").

D.    In view of these considerations, the Parties have agreed to enter into
      this Agreement and thereby to terminate the 1989-2001 Agreements.

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES, IT IS HEREBY AGREED AS
FOLLOWS:

                                   ARTICLE ONE
                      ESTABLISHMENT AND OPERATION OF HOLDCO

1.1   Establishment of Holdco. The Parties shall promptly purchase one shelf
      company ("Holdco"), a private company limited by shares, duly organized,
      validly existing and properly registered in Hong Kong. The Parties shall
      share equally all costs with regard to the purchase of the Holdco. The
      initial capital of Holdco shall be the normal minimums permissible in Hong
      Kong.

1.2   Holdco Memorandum and Articles of Association. It is recognized that, upon
      the acquisition of Holdco, there will be inconsistencies between this
      Agreement and the Memorandum and Articles of Association of Holdco. The
      Parties agree promptly, with the assistance of counsel, to cause the
      Memorandum and Articles of Association of Holdco to be amended so that
      they will be consistent with terms and conditions of this Agreement. In
      all cases, before and after the amendment of the Memorandum and Articles
      of Association, in the event of conflict between the provisions of this
      Agreement and the Memorandum and Articles of Association of Holdco, the
      provisions of this Agreement shall prevail.

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1.3   Transfer of Eyston Shares to Holdco. The Parties are the beneficial owners
      of fifty percent (50%) each of the share capital of Eyston. Upon the
      formation of Holdco, each of the Parties shall promptly transfer all of
      their shares in Eyston to Holdco in exchange for fully paid-up shares of
      Holdco. The transfer of the Eyston shares of the Parties shall be
      completed simultaneously, and each Party (or its nominees) shall receive
      fifty percent (50%) of the share capital of Holdco immediately upon
      completion of the transaction. The Eyston shares transferred shall be free
      from all encumbrances, liens and third party rights. Neither Party shall
      be obligated to carry out the transfer of its interest in Eyston unless
      the other Party demonstrates that it can fully comply with its obligations
      with respect to this transfer.

1.4   Stamp Duty. Any stamp duty or similar excise taxes imposed in Hong Kong as
      a result of the transactions stated in Paragraph 1.3 shall be shared
      equally by the Parties.

1.5   Right of First Refusal. Each Holdco shareholder shall have a right of
      first refusal for the purchase of any or all shares in Holdco proposed to
      be transferred by the other shareholder. This right of first refusal shall
      be exercised within thirty (30) days of notice to the other shareholder of
      the proposed transfer of shares.

1.6   Transferee to Accept This Agreement. In addition to the requirements of
      Paragraph 1.5, in the event either Holdco shareholder proposes to transfer
      any of its shares in Holdco to a third party, such transferring Party
      shall not transfer such shares until it has secured the written agreement
      of the proposed transferee to assume all the rights and obligations of a
      Party to this Agreement.

1.7   No Pledge. Neither Holdco shareholder may pledge or encumber its shares in
      Holdco without prior written consent of the other Holdco shareholder.

1.8   Holdco Board. The board of directors of Holdco (the "Holdco Board") shall
      consist of four (4) members, two (2) to be nominated by Universal and two
      (2) to be nominated by Lai Kwan. The Parties shall vote their shares for
      the nominees. The nominating Party shall have the right to remove and
      replace its directors. The quorum required for a meeting of the Holdco
      Board shall be two (2) members, provided that at least one director
      nominated by Lai Kwan and at least one director nominated by Universal is
      present.


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1.9   Holdco Chairman. The chairman of the Holdco Board (the "Holdco Chairman")
      shall be nominated by Lai Kwan. The Holdco Board shall appoint such Holdco
      Board member nominated by Lai Kwan as the Holdco Chairman. For as long as
      Lai Kwan provides operations and management services to Holdco, the Holdco
      Chairman shall have a casting vote on all matters, except for the matters
      specifically set out in Paragraph 1.11, presented to the Holdco Board.

1.10  Management of Holdco. Day-to-day operations and management of Holdco,
      Eyston and its subsidiaries, if any, and companies controlled directly or
      indirectly by Holdco shall be under the control of Lai Kwan, save as
      specifically set out in Paragraph 1.11 below.

1.11  Holdco Major Decisions. The following matters shall require approval of
      the Holdco Board: (i) approval of annual financial statements/reports of
      Holdco; (ii) determination on remuneration of Lai Kwan for providing
      operations and management services to Holdco; (iii) declaration of
      dividends of Holdco; (iv) the merger of Holdco with any other entity or
      the acquisition of any other entity by Holdco; (v) the sale, lease or
      disposal of the whole or a substantial part of the business or assets of
      Holdco; (vi) any capital increase or any request for shareholder
      contribution to provide additional funding to Holdco, including additional
      capital or shareholder loans; (vii) capital investment of Holdco in excess
      of One Million Hong Kong Dollars (HKD1,000,000); (viii) any amendment to
      the Memorandum and Articles of Association of Holdco; (ix) any mortgage of
      the assets of Holdco; (x) change of the company auditor; and (xi) any
      business transaction, excluding the sales transactions of the products of
      Holdco which are the subject of Appendix I and II hereof, between Holdco
      and any company owned or controlled, directly or indirectly, by one of the
      shareholders of Holdco.

1.12  Lai Kwan's Management Obligations. Lai Kwan shall not be obligated to
      provide operations and management services to Holdco and its subsidiaries
      specified in Paragraph 1.10 above, in the event that Lai Kwan ceases to be
      a shareholder of Holdco or the composition or procedures of the Holdco
      Board as set forth in this Agreement are changed so as to be less
      favorable to Lai Kwan.

1.13  Fiscal Year. Holdco shall have a fiscal year ending March 31.

1.14  Financial Statements. Holdco shall, at its expense, have its financial
      statements audited once a year by an independent auditor. Until otherwise
      determined by the Holdco Board, Ernst and Young shall remain the company
      auditor of Holdco. Holdco shall also produce unaudited monthly financial
      statements to be promptly distributed to the shareholders.


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                                   ARTICLE TWO
                         PRODUCT DISTRIBUTION AGREEMENTS

Immediately upon the signing of this Agreement, Universal and Eyston shall enter
into a product distribution agreement with terms and conditions identical to
Appendix I of this Agreement, and Lai Kwan and Eyston shall enter into a product
distribution agreement with terms and conditions identical to Appendix II of
this Agreement.

                                  ARTICLE THREE
                                     LISTING

3.1   Potential Listing. It is the intention of the Parties that, provided both
      Parties agree the prevailing conditions are suitable and confirm this
      agreement in writing, Eyston will seek the listing of Eyston's shares or,
      where appropriate, a listing of a special purpose vehicle formed to become
      the holding company of Eyston or its business on the Stock Exchange (the
      "Listing").

3.2   Listco. Eyston, or a specially formed holding company of Eyston or its
      business, is referred to herein as "Listco." Listco and its subsidiaries
      are collectively referred to herein as the "Group." Listco shall be set up
      as a subsidiary of Holdco. The rules applicable to the Listing of Listco
      on the Stock Exchange are herein referred to as the "Listing Rules."

3.3   Listco Board. Prior to the Listing, Listco shall be structured or its
      structure amended so that the board of directors of Listco (the "Listco
      Board") shall consist of three types of directors: Executive Directors,
      Non-Executive Directors, and Independent (Non-Executive) Directors. Two
      (2) Non-executive Directors and one (1) Independent (Non-Executive)
      Director shall be nominated by Universal. Subject to the ability of the
      post-Listing public shareholders to elect one or more directors, all the
      remaining directors shall be nominated by Lai Kwan so that Lai Kwan shall
      be able at all times to nominate one more director than Universal. The
      number of directors shall be determined by the Parties according to the
      need of operations from time to time, and the agreements set forth in this
      Paragraph 3.3. Holdco shall vote its shares for the nominees determined in
      accordance with this Paragraph 3.3. The nominating Party shall have the
      right to remove and replace its directors subject to any applicable laws
      and Listing Rules.

3.4   Listco Major Decisions. Prior to a Listing, no board resolution on the
      following matters shall be passed by the Listco Board unless approved by
      at least one Non-executive Director of the Listco Board nominated by
      Universal and at least one Executive Director of the Listco Board
      nominated by Lai Kwan: (i) approval of annual financial statements/reports
      of Listco; (ii) determination on remuneration of Lai Kwan for providing
      operations and management services to Listco; (iii) declaration of
      dividends of Listco; (iv) the merger of Listco with any other entity or
      the acquisition of any other entity by Listco; (v) the sale, lease or
      disposal of the whole or a substantial part of the business or assets of
      Listco; (vi) any capital increase or any request for shareholder
      contribution to provide additional funding to Listco, including additional
      capital or shareholder loans; (vii) capital investment of Listco in excess
      of One Million Hong Kong Dollars (HKD1,000,000); (viii) any amendment to
      the Memorandum and Articles of Association of Listco; (ix) any mortgage of
      the assets of Listco; (x) appointment or change of the company auditor;
      and (xi) any business transaction, excluding the sales transactions of the
      products of Listco, which are the subject of Appendix I and II hereof,
      between Listco and any company owned or controlled, directly or
      indirectly, by one of the shareholders of Holdco.


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3.5   Listco Dividends. Listco shall, to the extent permissible under applicable
      law, pay