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                                                                    Exhibit 10.2

       PUBLIC DEFENSE MINISTRY GUN AND BULLET PROJECT CORPORATION CONTRACT

Party  A:  Shenzhen  ACTO  Digital  Video  Tech.  Co.
Party  B:  Shenzhen  Lingda  Tech.  Co.

In  order  to  process  gun and bullet project smoothly, both parties agreed the
following:
1.   Party  A  inputs  R&D  engineers  and  professionals.
2.   Party  A  inputs  curvilinear testing equipment and optic sensitive testing
     equipment.
3.   Party  A  inputs  RMB  2 millions (US$240,964) for R&D testing expenses for
     first  round  period.
4.   Party B inputs R&D place, the floor will be anti-static floor and the whole
     office will be damp proof, Party B will also ensure constant temperature in
     the  office  and the related equipments will be Party B's responsibilities.
5.   Party  B  will also input 3 professional engineers and their qualifications
     had been examined by Party A, Party B will also input digital camera patent
     and  the  innovation  engineer.
6.   Party  B  will  pay  for  all  the  R&D  expenses of this project including
     remunerations  of  engineers,  their  rentals,  R&D  experiments  expenses,
     testing  expenses,  auditing  fee  and  travel  expenses.
7.   Corporation  period  is  from November 2001 to December 2002, the technical
     achievements  during  this  period  will  be  shared  between  two parties.
8.   Total  input of this project will be about RMB 20 millions (US $2,409,639),
     first round investment is RMB 5 millions (US$602,410), the rest amount will
     be  Party  B's  responsibility.
9.   After  first  round R&D finishes and achieves certain results, both parties
     will  negotiate to set up a corporated corporation, the share structure and
     equity  percentage  will  further  be discussed. If R&D failed, first round
     input RMB 2 millions by Party A will be treated as loan to Party B and both
     parties  will  further  negotiate  about  loan  terms.
10.  This  project is a state level confidential project and both parties should
     set  up  confidential  terms  also  sign  confidential  agreements with all
     engineers.
11.  This  contract  will  be valid from the signing date and two copies held by
     both  parties  have  same  legal  obligations.


Party  A:     Shenzhen  ACTO  Digital  Video  Tech  Corporation
              Xie  Jing  (signature)
Party  B:     Shenzhen  Lingda  Tech.  Co.
              Jin  Hao  (signature)
Date:         November  7,  2001



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                     REPRESENTATION OF ACCURATE TRANSLATION
                     --------------------------------------


     The  undersigned hereby declares that the attached "Public Defense Ministry
Gun and Bullet Project Corporation Contract," dated November 7, 2001, and signed
by  a  representative  of  Shenzhen  ACTO Digital Video Tech. Corporation, and a
representative  of Shenzhen Lingda Tech Co. is a full, fair and accurate English
translation  of  a  document  that  was  originally  in  Chinese.

     IN  WITNESS  WHEREOF,  the undersigned has executed this Certificate on the
4th  day  of  December,  2002.


                              ACTO  DIGITAL  VIDEO  U.S.A.  INC.

                              s/Jing  Xie
                              Jing  Xie,  President
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