**State
        of California**
 Secretary
        of State
 
 I,
        DEBRA
        BOWEN, Secretary of State of the State of California,
        hereby certify:
 
 That
        the
        attached transcript of 3  page(s)
        has been compared  with
        the
        record on file in this office, of which it purports to be a copy, and that
        it
        is full, true and correct.
   **IN
                  WITNESS WHEREOF,**I
                  execute thiscertificate
                  and affix the Great Seal of theState
                  of California this day of
                
                APR
                  -5 2007
                
                
                /s/
                  DEBRA BOWEN
                DEBRA
                  BOWEN
                Secretary
                  of State
 
 
 **ENDORSED
                  -FILED**
                in
                  the office of the Secretary of State
                of
                  the State of California
                
                APR
                  -4 2007
 
 **CERTIFICATE
        OF DETERMINATION**
 **OF
        PREFERENCES OF PREFERRED SHARES**
 **OF**
 **UNIVERSAL
        DETECTION CORPORATION**
 **A
        CALIFORNIA CORPORATION**
 
  The
        undersigned, Jacques Tizabi and Michael Collins, certify that:
 
 1. They
        are
        the duly elected and acting President and Secretary, respectively, of
        the
        corporation.
 
 2. Pursuant
        to authority given by the Fourth Article of the Articles of Incorporation
        of UNIVERSAL DETECTION CORPORATION the Board of Directors of the
        corporation had duly adopted the following recitals and
        resolutions:
 
 **WHEREAS** ,
        the
        Articles of Incorporation of UNIVERSAL DETECTION CORPORATION
        provide for a class of shares ** known
        as
        Preferred Stock, issuable from time
        to
        time in one or more series; and
 
 **WHEREAS** ,
        the
        Board of Directors of UNIVERSAL DETECTION CORPORATION
        is authorized to fix or alter from time to time the designation, powers, preferences,
        and rights of the shares of each such series and the qualifications, limitations,
        or restrictions thereof, including without limitation the dividend rights, dividend
        rate, conversion rights, voting rights, rights and farms of redemption
        (including sinking
        fund provisions), redemption price or prices, and the liquidation preferences
        of
        any wholly unissued series of Preferred Stock, and to establish from time
        to
        time the number
        of
        shares constituting any such series and the designation thereof, or any of
        them, and
        to
        increase or decrease the number of shares of any series subsequent to the
        issuance of
        shares
        of that series, but not below the number of shares of such series then outstanding;
        and
 
 **WHEREAS** ,
        UNIVERSAL DETECTION CORPORATION has not issued any shares
        of
        Preferred Stock and the Board of Directors of this corporation desires, pursuant
        to its authority, to determine and fix the rights, preferences, privileges,
        and
        restrictions relating to the initial series of Preferred Stock and the number
        of
        shares constituting and the
        designation of the series;
 
 **NOW,
        THEREFORE, BE IT RESOLVED,** the
        Board
        of Directors hereby fixes and
        determines the designation of, the number of shares constituting, and the
        rights,  preferences,
        privileges, and restrictions relating to, the initial series of Preferred
        Stock
        as follows:
  
  (a) Title
        of Series. The
        initial series of Preferred Stock shall be designated "Series
        A-1 Preferred Stock."
 
 (b) Authorized
        Number. The
        number of shares constituting Series A-1 Preferred
        Stock shall be one hundred and fifty (150) shares.
 
 (c) Dividends. No
        dividends shall be payable on the Series A-1 Preferred Stock.
 
 (d) Voting
        Rights. The
        holder of each share of Series A-1 Preferred Stock shall
        have all the voting rights of holders of shares of Common Stock provided
        however, that
        each
        share of Preferred Stock shall have one million (1,000,000) votes per share.
        The Common
        Stock and the Series A-1 Preferred Stock shall vote together as a singles
        class except
        as
        otherwise required by law, the Articles, or the Bylaws.
 
 (e) Residual
        Rights. All
        rights accruing to the outstanding shares of the Corporation
        not otherwise expressly provided for shall be vested in the Common
        Stock.
 
 (f) Notices. Any
        notice to be given to any holder of Series A-1 Preferred Stock
        shall be deemed given if deposited in the United States mail, postage prepaid,
        and addressed
        to each holder of record at such holder's address appearing on this corporation's
        books.
 
 (g) Liquidation. In the
        event of a voluntary or involuntary liquidation, dissolution,
        or winding up of the corporation (each a "Liquidation"), the holders of Series A-1
        Preferred Stock shall be entitled to receive out of the cash and assets of
        the corporation
        prior to any payment or distribution to any series or class of capital stock ranking
        junior to the Series A-1 Preferred Stock, including Common Stock, whether those
        assets are capital or surplus of any nature, an amount equal to, but not
        greater
        than, $50,000.00 (the "Series A-1 Preference").
 
 If
        upon
        any liquidation, dissolution, or winding up, the assets to be distributed among
        the
        holders of the Series A-1 Preferred Stock shall be insufficient to permit
        the payment
        to those shareholders of the full Series A-1 Preference amount, then the
        entire cash
        and
        assets of the corporation to be distributed shall be distributed ratably
        among
        the holders of Series A-1 Preferred Stock up to the amount of
        $50,000.00.
 
 A
        merger
        or sale of substantially all of the assets of the corporation shall be deemed
        a
        "Liquidation" for purposes of this paragraph (g).
 
 **RESOLVED,
        FURTHER,** that
        the
        President and the Secretary are each hereby authorized to execute, verify,
        and
        file a Certificate of Determination of Preferences in accordance
        with California law.
  
  The
        undersigned declare under penalty of perjury under the laws of the State
        of
        California that the matters set forth in this certificate are true and correct
        of his own knowledge, and that this certificate was executed on
        3/28/2007.
 
 
 /s/Jacques
                  TizabiJacques
                  Tizabi, President/s/Michael
                  CollinsMichael
                  Collins, Secretary