<PAGE>
EXHIBIT 10.2
MANAGEMENT OF SINO-FOREIGN JOINT VENTURE
[CHINESE CHARACTERS]
UNIVERSAL SENSOR APPLICATION INC.
CONSTITUTIONS
APRIL 12, 2005
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S>
<C>
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
</TABLE>
2
<PAGE>
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
3
<PAGE>
"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.
4
<PAGE>
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 considering selling all or
part of its ownership.
Article 3.6 None of the parties can sell
its ownership to any other third party
at terms better than the terms offered to
the current other parties of the joint
venture.
Any transfer is invalid if this requirement
is not followed.
CHAPTER 4 ALLOCATION OF PROFIT AND
LOSSES
Article 4.1 The operating income, after
paying the income tax, deducting all
costs and expenses, the enterprise
development fund, the employee benefit and
the premium fund from the joint capital
enterprise year's end profit, the
remaining profit will be distributed
according to the investment proportion of
each party. If USAI suffers a loss, it will
be shared and deducted according to
the investment proportion from the existing
investment of each party.
Article 4.2 The joint venture will allot
profit per year. The allotment plan and
the eligible amount of each party will be
released in three months since the
closing date.
Article 4.3 The joint venture is not
allowed to allot profit if the loss of
previous fiscal year has not been fully
offset. The non-allotted profit of the
previous fiscal year could be carried
forward to the current year.
CHAPTER 5 BOARD OF DIRECTORS
Article 5.1 The date that business license
of USAI get approved is also the date
that the board is established.
Article 5.2 The board wil
