EXHIBIT 10.16 Congress Talcott Corporation 1133 Avenue of the Americas New York NY 10036 212 840 2000 Congress Talcott January 2, 1997 Mr. Harvey Grossblatt Universal Security Instruments, Inc. 10324 So. Dolfield Road Owings Mills, MD 21117 Gentlemen:...

EXHIBIT 10.16


Congress Xxxxxxx Corporation
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx XX 00000
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                                                 Congress Xxxxxxx
                                                  January 2, 1997


Xx. Xxxxxx Xxxxxxxxxx
Universal Security Instruments, Inc.
10324 So. Dolfield Road
Owings Mills, MD 21117

Gentlemen:

     This letter will modify and amend the Discount Factoring
Agreement between us dated February 28, 1995 (as amended)
effective January 1, 1997 as follows:

     Paragraph #6(a) to increase the interest rate from 1% to 1
1/2%, in excess of the prime commercial interest rate from time
to time announced by CoreStates Bank, N.A. whether or not such
announced rate is the best available at such bank, in effect the
first day of each month.

     Paragraph #7 to inrease the commission rate from 3/4 of 1%
to 1%.

     Nothing herein contained shall vary, or amend any provisions
of the said Discount Factoring Agreement between us, except as
specifically provided herein.

                               Very truly yours,

                               CONGRESS XXXXXXX CORPORATION



                               By:     XXXXXX XXXXXXXX
                                       XXXXXX XXXXXXXX

                               Title: VICE PRESIDENT

Agreed and Accepted:

UNIVERSAL SECURITY INSTRUMENTS, INC.


By:      XXXXXX XXXXXXXXXX
         XXXXXX XXXXXXXXXX

Title:   PRESIDENT

     CONGRESS XXXXXXX   NEW YORK       LOS ANGELES
     A CoreStates Company