EXHIBIT 10.2

                            LIMITED IRREVOCABLE PROXY


                              Date: January 7, 2000

      The undersigned hereby appoints MVII, LLC, a California limited liability
company ("MVII") limited proxy, and hereby authorizes MVII to vote all of the
common shares (the "Common Shares") of DSI Toys, Inc. (the "Company") (i)
standing in the name of the undersigned as of the date hereof, (ii) that may
subsequently be acquired by the undersigned, and (iii) as to which the
undersigned is or may be appointed as proxy and has the authority to vote, as if
the undersigned were personally present and voting: (a) for the election of the
directors to the Board of Directors; (b) with respect to any matter affecting
the size or composition of the Board of Directors of the Company; (c) with
respect to any matter relating to the creation or composition of any committee
of the Board of Directors of the Company; and (d) with respect to any proposal
to amend or modify the Company's bylaws or articles of incorporation for the
sole purpose of affecting the matters described in clauses (b) and (c), above.
This is an irrevocable proxy coupled with an interest and is granted in
furtherance of that certain Shareholders' and Voting Agreement by and among the
Company, MVII and the undersigned, dated as of even date herewith. This
irrevocable proxy shall automatically terminate upon the occurrence of any of
the events set forth in Section 1.06 of the Shareholders' and Voting Agreement
between the parties hereto.




                                     /s/ WALTER S. REILING     /s/ SUSAN REILING
                                     -------------------------------------------
                                        Walter S. Reiling          Susan Reiling