EXHIBIT 10.3







                          TECHNOLOGY AFFILIATES PROGRAM



                                       TO



                               UNIVERSAL DETECTION



                          JPL TASK PLAN NUMBER 13-6971



                                 April 10, 2002




                           /S/ LESLIE J. DEUTSCH
                         -------------------------------
                                Leslie J. Deutsch
                               Chief Technologist





                            JET PROPULSION LABORATORY
                       CALIFORNIA INSTITUTE OF TECHNOLOGY
                              4800 OAK GROVE DRIVE
                         PASADENA, CALIFORNIA 91109-8099





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A.   INTRODUCTION

     An important element of the United States Space Program, and a requirement
of the Space Act, is to benefit the American public with the technological
developments of space program research. The U.S. space effort has created a
variety of technologies and developed many scientists and engineers with unique
know-how. The Jet Propulsion Laboratory (JPL) has developed a set of processes
termed the Technology Affiliates Program designed to facilitate; the transfer
and use of these space-related technologies by U.S. industry.

     This document sets forth JPL's scope of work, schedule and funding plan for
applying the Technology Affiliates Program to the needs of Universal Detection
(also referred to as the "sponsor").

B.   SCOPE OF WORK

     JPL will conduct the Technology Affiliates Program on a best-efforts basis
for Universal Detection. In performance of this program, the following actions
are planned:

     1.   Universal Detection and JPL will designate liaison officers who will
be responsible for communication and technical direction on behalf of their
respective organizations. These liaison officers will establish areas for
technology transfer and arrange for appropriate communication with cognizant
technologists and R&D managers.

     2.   On agreement between the designated JPL and Universal Detection's
liaison officers, JPL will perform Technology Transfer Tasks in the following
categories:

          a. APPLICATIONS FEASIBILITY STUDIES. Conduct feasibility studies to
evaluate the cost and potential commercial benefits of particular designs,
technologies, or R&D projects based upon the transfer of a NASA/JPL technology
to UNIVERSAL DETECTION. Such studies may include benefits-risks and
return-on-equity analyses.

          b. COMPANY SEMINAR DAYS. JPL arranges seminars designed exclusively
for Universal Detection and its invitees to be held at JPL or a convenient
company location. Universal Detection will select a topic appropriate to JPL
resources and will plan activities with Universal Detection and JPL personnel.

          c. SMALL RESEARCH AND ADVISORY TASKS. Provide research and advisory
assistance to Universal Detection on NASA/JPL technology transfer topics.

     3.   JPL offers various types of ongoing Technology Affiliates Program
support activities, including arrangements for scientific/technical staff visits
to UNIVERSAL DETECTION for briefings, conferences and Applied R&D Tasks of broad
interest to participants.



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C.   DELIVERY SCHEDULE

     Upon request, JPL will deliver to UNIVERSAL DETECTION in JPL format one (1)
copy of an informal report on each task initiated under the Technology
Affiliates Program support activities, as performed, no later than September 28,
2003.

     The scope, deliverables, and estimated costs of specific technology
transfer tasks for UNIVERSAL DETECTION will be agreed upon in advance between
JPL's and UNIVERSAL DETECTION'S liaison officers, on a case-by-case basis, and
will be set forth in a statement of work.

D.   PERIOD OF PERFORMANCE

     The contractual and programmatic end date of the period of performance for
this task will be from the date of execution of a task order between the
National Aeronautics and Space Administration (NASA) and the California
Institute of Technology (Caltech) through September 28, 2003.

E.   LIAISON OFFICERS

     1.   JPL's liaison officer will be:

            Mr. Gregory Bean
            Jet Propulsion Laboratory
            4800 Oak Grove Drive, Mail Stop 306-336
            Pasadena, CA 91109-8099
            Phone/Fax:  (818) 354-3285 / (818) 393-4406

     2.   Universal Detection's liaison officer will be:

            Mr. Jacques Tizabi
            Universal Detection
            9300 Wilshire Blvd., Suite 308
            Beverly Hills, CA 90212
            Phone/ Fax: (310) 273-3655

F.   CONTRACTUAL ARRANGEMENTS

     1.   GENERAL

     The Jet Propulsion Laboratory (JPL) is a Federally Funded Research and
Development Center (FFRDC), sponsored by NASA, that conducts programs in space
science and other scientific areas specified or approved by NASA. The Jet
Propulsion Laboratory is also an operating division of the California Institute
of Technology (Caltech). Caltech is a private non-profit educational institution
chartered under the laws of the State of California and is not an agent of the
Government.



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     Under NASA Contract NAS7-1407, Caltech performs research and development
tasks and operates JPL for NASA. The contract also allows a limited amount of
research and development work to be performed for non-NASA sponsors (including
other Government agencies and commercial entities). All work that NASA agrees to
accept on a reimbursable basis under NASA. Contract NAS7-1407 for performance at
its FFRDC must be within the scope of work and terms and conditions of NASA
Contract NAS7-1407, as determined by the NASA Contracting Officer.

     NASA Contract NAS7-1407 is a Cost Reimbursable Award Fee type contract. All
costs incurred are billed to the Government on a 100% reimbursable basis. The
costs to be charged for the proposed work must be consistent with contractual
provisions and established procedures for costing under the current contract
between NASA and Caltech. All charges developed at the Laboratory, including JPL
applied burdens, are billed to the Government as direct charges at the rates in
effect at the time the work is accomplished. Government audit is performed on a
continuing basis by a Defense Contract Audit Agency resident team.

     2.   FUNDING

     In accordance with current procedures between NASA and Caltech, funding of
the Jet Propulsion Laboratory for the proposed effort may be accomplished as
follows. The sponsor can issue a check, cover letter and/or signed purchase
order directly to the NASA Contracting Officer listed below for NASA Contract
NAS7-1407. THE CHECK MUST BE MADE PAYABLE TO NASA. The check, cover letter
and/or signed purchase order should reference the JPL Task Plan number and date.
The letter must acknowledge that the work to be performed shall be under the
terms and conditions of NASA Contract NAS7-1407. The letter should be addressed
to the NASA Contracting Officer for NASA Contract NAS7-1407 as follows:

      National Aeronautics and Space Administration
      NASA Management Office - JPL
      4800 Oak Grove Drive, Mail Stop 180-805
      Pasadena, CA 91109
      Attention: Mr. Angel Castillo, Contracting Officer

     To prevent delays in the processing and acceptance of the order, it is
essential that the following information be included in each order.

          a. The source of Federal funds identified by grant or contract number
and appropriation information when the order contemplates Federal funding.

          b. The reimbursable cost of work done for local or state government/
agencies or the private sector shall be on an advance payment basis. All advance
payment checks should be made payable to the National Aeronautics and Space
Administration and should be sent along with order to the NASA Contracting
Officer at the NASA Management Office-JPL address specified above. ADVANCE
PAYMENT CHECKS WILL ONLY BE PROCESSED BY THE NASA MANAGEMENT OFFICE (NMO) IF
ACCOMPANIED BY THE STATEMENT OF WORK SIGNED BY JPL AND



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THE SPONSOR. ADVANCE CHECKS SUBMITTED WITHOUT AN ACCEPTABLE STATEMENT OF WORK
MAY BE REJECTED BY THE NMO AND RETURNED TO THE SPONSOR.

          c. The individual or office to whom invoices are to be submitted.

          d. The name, title, address, and telephone number of your proposed
technical manager.

          e. The name, title, address, and telephone number of the cognizant
contracting officer for this effort.

          f. A statement as to whether your organization has or plans to solicit
or accept proposals for substantially the same effort from private industrial,
commercial or other profit-making organizations.

          g. If performance of this proposed task requires procurement of
Automated Data Processing Equipment (ADPE) for another Government agency, a
written statement of compliance with applicable statutory and regulatory
restrictions may be required by NASA prior to placement of the task order.

     The sponsor's order or reimbursable agreement issued to NASA shall include
a copy of the JPL generated Statement of Work, signed by both parties, which
delineates the work to be accepted by NASA and performed by JPL. However, the
Statement of Work must be consistent with the terms and conditions of NASA
Contract NAS7-1407 and the individual JPL Task Plan.

     3.   ACCOUNTING AND REPORTING OF COSTS UNDER THE TECHNOLOGY AFFILIATES
          PROGRAM

     JPL's procedures for accounting and reporting costs for work performed by
JPL on UNIVERSAL DETECTION'S behalf shall be in accordance with the Task Plan
and the requirements of NASA Contract NAS7-1407 and based on monthly costs
incurred for each task.

     4.   NASA ACCEPTANCE

     NASA will review all orders for acceptability under the contract; the
processing time for reimbursable orders will be handled as expeditiously as
possible. Upon receipt of NASA's placement of a Task Order, JPL is authorized to
perform the effort agreed to between NASA and the sponsor.

     5.   TECHNICAL DIRECTION AND MONITORING

     Sponsors will appoint an individual to provide technical direction and
monitoring of the work performed as outlined in the Statement of Work provided
in the Task Order. Overall contract administration responsibility continues to
reside with the NASA Contracting Officer.



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G.   SPECIAL PROVISIONS.

     1.   TERMINATION

     Universal Detection may terminate this effort at any time by providing to
the NASA Contracting Officer written notice of its decision to terminate. Costs
associated with termination will be subject to reimbursement in accordance with
the terms of NASA Contract NAS7-1407. Any funds remaining will be returned to
Universal Detection within a reasonable time of termination.

     2.   DISCLAIMER

     Neither the California Institute of Technology, Jet Propulsion Laboratory,
nor any person acting on their behalf:

          a. Makes any warranty, express or implied, that the use of any
information, apparatus, method or process disclosed as the result of
participation in the Technology Affiliates Program, will not infringe privately
owned rights; or

          b. Assumes any liability for damages resulting from the use of any
such information, apparatus, method or process disclosed as the result of
participation in the Technology Affiliates Program.

     3.   ACCOUNTABILITY OF RESIDUAL PROPERTY

     It is intended that accountability for residual property purchased or
developed in the performance of this effort shall reside with NASA. Residual
property is defined as any property not specifically identified as a deliverable
in this Task Plan.

     4.   OTHER SPECIAL PROVISIONS

     Please refer to Attachments A, B and C for additional applicable
provisions.

H.   COST ESTIMATE

     UNIVERSAL DETECTION will pay $249,000 upon acceptance of this JPL task
plan, as the initial funding into the Technology Affiliates Program. Once funds
are depleted, additional funding for tasks agreed upon by UNIVERSAL DETECTION
and JPL should be provided within a minimum of six (6) weeks prior to scheduling
of negotiated work.

     Of the funds allotted to JPL, approximately $234,906 will be used to
establish UNIVERSAL DETECTION'S Technology Tasks Account. This account is for
advance payment for work to be performed under this task plan. Funds within the
account will be used for UNIVERSAL DETECTION'S approved technology transfer
tasks and technical support. Any unused portion of UNIVERSAL DETECTION'S funds
shall remain in the account for use in subsequent tasks unless the effort is
terminated as described in Section G.1. of this task plan.



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     Since it is not possible to predict the amounts of funding to be assigned
to cost categories such as direct compensation, travel, services, and overhead,
because these depend on the technology transfer requests from UNIVERSAL
DETECTION, standard JPL accounting practices will be applied. Costs directly
associated with JPL activity will be allotted to the following categories:

  Technology Tasks Account                                  $ 234,906

  NASA Costs                                                   14,094
                                                    ------------------------
                 TOTAL                                       $249,000


     1.   ADDITIONAL FUNDS FOR TECHNOLOGY TASKS ACCOUNT

     If, during the period of performance under this task plan, UNIVERSAL
DETECTION, and JPL agree to additional funding for UNIVERSAL DETECTION,
technology transfer tasks will be made available if a new Statement of Work
identifying the funding increase is provided.

     The Research and Development (R&D) program charge associated with this task
will be applied to the related JPL advanced technology area of Exploratory
Research and Concept Development. JPL will provide one copy of the Director's
Research and Development Program Animal Report if requested.

     *NOTE: All efforts whose total estimated cost is $250,000 or greater will
be subject to Award Fee* and R&D* charges as listed above in Paragraphs a. and
b. of Section H. Cost Estimate.

          a. CAAS** - Actual NASA charges will be based upon the total dollar
value of the sponsor's reimbursable order based on the following schedule.
Contract Administration and Audit Service (CAAS) charges for reimbursable orders
over $1M are non-refundable.

               AGREEMENT VALUE                              CHARGE
               ---------------                              ------

               $1M to less than $2M                         $10,000

               $2M to less than $5M                         $24,000

               $5M and over                                 0.52%


          b. AGENCY G&A - NASA Agency General and Administrative (G&A) rate
applied to reimbursable sponsors.



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     **NOTE: This is a non-refundable amount based on the total agreement value
(task plan cost estimate) and will be charged on the initial order. If the total
agreement value is increased, the CAAS charge will be recalculated and the
customer charged accordingly.

     2.   ADDITIONAL FUNDS FOR TECHNOLOGY TASKS ACCOUNT

     If, during the period of performance under this task plan, UNIVERSAL
DETECTION, and JPL agree to additional funding for UNIVERSAL DETECTION,
technology transfer tasks will be made available if a new Statement of Work
identifying the funding increase is provided.



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                                  ATTACHMENT A

                            OTHER SPECIAL PROVISIONS

     1.   INTELLECTUAL PROPERTY

     The sponsor's rights to intellectual property are defined in Attachment B,
the Intellectual Property Agreement with Caltech for work done under this Task
Plan.

     2.   PROPRIETARY INFORMATION

     The sponsor and JPL understand that, in the general course of the
activities for this effort, neither party will offer the other information that
is considered confidential or proprietary.

     In the event that the sponsor desires to disclose confidential or
proprietary information to JPL, (either written or oral), the sponsor will first
inform JPL of the submission and explain the general nature of the proprietary
information, to permit JPL to determine whether it wishes to receive said
proprietary information. JPL agrees to hold such information that it agrees to
receive in confidence for a period of three years from the receipt of the
proprietary information provided that:

          a. Written information has been appropriately identified by a
proprietary legend; and

          b. Oral disclosures of proprietary information are confirmed in
writing within fifteen days by the sponsor to JPL, informing JPL of the subject
matter to be held in confidence, when it was disclosed, and to whom.

          c. JPL shall have no obligations regarding disclosure or use of any
such information which (1) is already known to JPL, or (2) becomes publicly
known through publication, inspection of product or otherwise and through no
wrongful act of JPL, or (3) is received from a third party without a similar
restriction and without breach of this Agreement, or (4) is shown by documentary
evidence to have been independently developed by JPL, or (5) is disclosed to a
third party by or on behalf of the sponsor (other than disclosure by the sponsor
in connection with limited consumer testing) without a similar restriction on
the third party's rights, or (6) is disclosed pursuant to the lawful requirement
of a governmental agency or by order of a court of competent jurisdiction or
disclosure as permitted by operation of law, provided that such disclosure is
subject to all governmental or judicial protection available for like material
and provided that before such disclosure, the sponsor shall have been given
prior written notice to JPL's intention to disclose and a reasonable opportunity
to object to such disclosure.

          d. In exceptional circumstances, JPL will hold proprietary information
for a period of time longer than three years, provided that such period of time
is agreed upon in writing by JPL prior to the sponsor disclosing such
proprietary information to JPL. Current JPL procedures relative to treatment of
proprietary information are attached as Attachment C.



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     3.   PUBLICATIONS

     JPL shall have the right to publish the results of its research for work
conducted under this Task Plan, subject to the obligation of confidentiality set
forth in paragraph 2. above. JPL shall provide copies of proposed publications
to the sponsor no later than simultaneously with release for publication. JPL
recognizes that such publication may impact on patentable inventions, and agrees
to exert every reasonable effort to take appropriate patent actions prior to
publication.

     4.   EXPORT OF TECHNICAL DATA

          a. Any resulting agreement is subject in all respects to the laws and
regulations of the United States of America, including (without limitation) the
Export Administration Act of 1979 (50 U.S.C. App. 2401 et seq.), as amended, and
the Arms Export Control Act (22 U.S.C. Section 2778), as amended, and all
regulations thereunder.

          b. The definition of "technical data" in the International Traffic in
Arms Regulations cited in 22 Code of Federal Regulations, Section 120.10 in
addition to the definitions of "software" and "technology" including all
references thereunder, in the Export Administration Regulations cited in 15 Code
of Federal Regulations, Section 772, shall apply as the definition of technical
data for the purpose of this clause.

          c. The definition of an "export" in the International Traffic in Arms
Regulations cited in 22 Code of Federal Regulations, Section 120.17 and the
Export Administration Regulations cited in 15 Code of Federal Regulations,
Section 734.2(b) inclusive shall apply for the purpose of this task plan.

          d. If at any time during the performance period of this task, the
sponsor has reason to believe that technical data related to the task, and in
JPL's possession, may need to be exported, it shall immediately notify JPL of
such fact. In the event a license or other export approval is required, during
the performance period of this task, for technical data related to the task and
in JPL's possession, JPL shall apply for such a license or other export approval
in a timely manner and diligently prosecute such application. The sponsor shall
cooperate with JPL in connection with such application, including (without
limitation) furnishing JPL or the appropriate U.S. government agency with such
written assurances and other documents as may be required.

          e. If, at any time after the sponsor has received technical data from
JPL, it is determined that a license or other export approval is required for
the sponsor to export such technical data, to a third party, either within or
outside of the United States, the sponsor shall apply for such license or other
export approval in a timely manner and diligently prosecute such application.
The sponsor shall comply with any and all restrictions or conditions imposed by
the terms of any export license or other export approval, upon its use or
disposition of the technical data or product incorporating any such technical
data, and further represents and warrants that any and all undertaking and
statements made by it are and will remain true and correct.



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     5.   EXPORT OF HARDWARE

          a. Any resulting agreement is subject in all respects to the laws and
regulations of the United States of America, including (without limitation) the
Export Administration Act of 1979 (50 U.S.C. App. 2401 et seq.), as amended, and
the Arms Export Control Act (22 U.S.C. Section 2778), as amended, and all
regulations thereunder.

          b. The definition of "defense article" excluding "technical data" in
the International Traffic in Arms Regulations cited in 22 Code of Federal
Regulations, Section 120.10 shall apply jointly, with the definition of
"commodity", in the Export Administration Regulations cited in 15 Code of
Federal Regulations, Section 772 as the definition of hardware for the purpose
of this clause.

          c. The definition of an "export" in the International Traffic in Arms
Regulations cited in 22 Code of Federal Regulations, Section 120.17 and the
Export Administration Regulations cited in 15 Code of Federal Regulations,
Section 734.2(b)(1) shall apply for the purpose of this task plan.

          d. If at any time during the performance period of this task, the
sponsor has reason to believe that hardware related to the task, and in JPL's
possession, may need to be exported, it shall immediately notify JPL of such
fact. In the event a license or other export approval is required, during the
performance period of this task, for hardware related to the task and in JPL's
possession, JPL shall apply for such a license or other export approval in a
timely manner and diligently prosecute such application. Including (without
limitation furnishing JPL or the appropriate U.S. government agency with such
written assurances and other documents as may be required.

          e. If at any time after the sponsor has received hardware from JPL, it
is determined that a license or other export approval is required for the
sponsor to export such hardware, to a third party, either within, or outside of
the United States, the sponsor shall apply for such license or other export
approval in a timely manner and diligently prosecute such application. The
sponsor shall comply with any and all restrictions or conditions imposed by the
terms of any export license or other export approval, upon its use or
disposition of the hardware or product incorporating any such hardware, and
further represents and warrants that any and all undertakings and statements
made by it are and will remain true and correct.



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                                  ATTACHMENT B

                  INTELLECTUAL PROPERTY AGREEMENT WITH CALTECH

     The sponsor has agreed to fund, under the attached Task Plan certain work
to be done by JPL pursuant to a NASA task order. This is an exclusive Agreement
between Caltech and UNIVERSAL DETECTION, TASK PLAN NO. 13-6971, and does not
imply that NASA is a third party to this Agreement.

     Caltech, subject to terms and conditions of NASA Contract NAS7-1407 and
other applicable preexisting contract obligations, if any, agrees to grant the
sponsor Intellectual Property rights for work done under this Task Plan as
follows:

     1.   DISCLOSURE

     JPL will inform the sponsor of subject innovations, inventions and
discoveries hereinafter collectively termed "Intellectual Property," made in the
performance of tasks funded in part or in whole by the sponsor.

     2.   PATENTS

          a.   FILING

     In the event that Caltech indicates in writing that it does not choose to
file a patent application on Intellectual Property in a domestic or foreign
country but the sponsor desires to have an application filed, Caltech shall file
such an application upon the written request and at the expense of the sponsor
and title to such Intellectual Property shall remain in Caltech. In such event,
the sponsor shall pay Caltech all reasonable expenses for filing and prosecuting
the patent applications filed at the sponsor's request and all expenses for
maintaining the patents resulting therefrom. Where time permits, drafts of said
applications will be sent to the sponsor and its comments considered. Where the
sponsor pays all reasonable expenses for filing and prosecuting said patent
applications and/or maintaining said patents resulting therefrom, then the
sponsor and Caltech shall share equally in the income derived from licensing
said patents to third parties, after the sponsor first deducts said expenses
from any licensing income.

          b.   NON-EXCLUSIVE LICENSES

     For all Intellectual Property developed under tasks that are funded in part
or in whole by the sponsor, the sponsor will receive upon request, at a minimum,
a non-exclusive, royalty-free license. Except as provided elsewhere in this
Agreement, licenses granted to other, non-funding, parties shall be on a
royalty-bearing basis.

          c.   LICENSE RIGHTS GREATER THAN NON-EXCLUSIVE

               (i)  This provision relates to individual tasks initiated under
this Agreement where the sponsor believes that the acquisition of rights greater
than a non-exclusive,




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royalty-free license to intellectual property is necessary to the successful
development and marketing of a product likely to emerge from such a task. In
such event, upon application by the sponsor for greater license rights, prior to
initiation of the task involved, Caltech shall consider whether under current
Caltech policy, such greater rights are available to the sponsor and if so, to
grant them on mutually agreeable terms and conditions. The sponsor reserves the
right to withdraw the funding for said task if a satisfactory agreement relative
to said greater rights cannot be reached beforehand.

               (ii) Where not agreed upon in advance, for all subject inventions
made in the performance of tasks funded in part or in whole by the sponsor,
Caltech shall consider and, if appropriate under the current Caltech policy, to
grant the sponsor greater license rights under mutually agreeable terms and
conditions.

          d.   LICENSE TO U.S. GOVERNMENT

     The United States Government will receive a non-exclusive,
non-transferable, royalty-free license for all Intellectual Property made in the
performance of tasks.

     3.   COMMUNICATIONS

     Communication between the sponsor and Caltech/JPL on Intellectual Property
matters shall be addressed as follows:

     Caltech:

            Mr. Adam Cochran
            The Intellectual Property Counsel
            California Institute of Technology
            M/S 201-85
            Pasadena, CA 91125


            UNIVERSAL DETECTION:
            Mr. Jacques Tizabi
            Universal Detection
            9300 Wilshire Blvd., Suite 308
            Beverly Hills, CA 90212



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     4.   This Agreement will be interpreted in accordance with the laws of the
State of California.

     5.   IN WITNESS WHEREOF, the parties have caused the Intellectual Property
Agreement to be duly executed and effective as of the date of signing by both
parties.



               CALIFORNIA INSTITUTE OF TECHNOLOGY


               /S/ ADAM COCHRAN                       AUG 20, 2002
               ---------------------------------------------------------
               By                                      Date

               ADAM COCHRAN
               ---------------------------------------------------------
               Print Name

               THE INTELLECTUAL PROPERTY COUNSEL
               CALIFORNIA INSTITUTE OF TECHNOLOGY
               ---------------------------------------------------------
               Title


                UNIVERSAL DETECTION


               /S/ JACQUES TIZABI                     8/6/02
               ---------------------------------------------------------
               By                                      Date

               JACQUES TIZABI
               ---------------------------------------------------------
               Print Name

               CEO
               ---------------------------------------------------------
               Title

               310-248-3655
               ---------------------------------------------------------
               Phone



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                                  ATTACHMENT C

                     PROCEDURES FOR NONDISCLOSURE STATEMENTS

     Signed Non-Disclosure Statements and Proprietary Documents received by JPL
will be handled as follows:

     1.   A Non-Disclosure Agreement is to be signed before proprietary
information is discussed. Any changes in or substitutions for these
Non-Disclosure Agreements must be approved by Caltech General Counsel (Patent
Office) before use.

     2.   Disclosure discussions relative to proprietary information should be
attended by as few as practicable. One key individual from JPL and one from each
of the outside organizations in attendance of such a discussion will sign the
Non-Disclosure Agreement binding the individuals and companies involved.

     3.   Approval from the JPL Technology and Applications Programs Directorate
must be provided by the Manager of the applicable Program Office or his/her
designee.

     4.   The general nature and purpose of the discussion must be agreed upon
by all parties before proprietary discussions are initiated.

     5.   Only those Proprietary documents deemed necessary for JPL to perform
their technical and management functions will be retained at JPL.

     6.   Proprietary information and documents will be clearly marked as
"Proprietary" and will be filed, closely monitored and controlled by a
designated individual on the task team.

     7.   Copying of proprietary information without the permission of the
sponsor will be prohibited,



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               STATEMENT OF WORK FOR TECHNOLOGY AFFILIATES PROGRAM

        TITLE:              Delayed Fluorescence Spore Detection

        DATE:               7/11/2002

        SPONSOR NAME:       Universal Detection

        JPL TASK PLAN NO.   13-6971

        Sponsor Liaison Officer:  Jacques Tizabi
        310 273-3655                                         FAX:  310-273-2662

        Sponsor Task Monitor:     Jacques Tizabi
        PHONE:  same                                         FAX:  same

        JPL Liaison Officer:      Greg Bearman
        PHONE:  818-354-3285                                 FAX:  818-393-4489

        JPL Program Manager:      Ken Wolfenbarger
        PHONE:  818-354-3281                                 FAX:  818-393-1366

        JPL Task Manager:        Adrian Ponce
        PHONE:  818-354-8196                                 FAX:  818-393-3302

     1.   INTRODUCTION

     The combination of three components, two from JPL and one from Universal
Detection enables a new in-situ detection system for bacterial spores with high
sensitivity, selectivity, and rapid response time.

     Universal Detection instruments capture atmospheric particulates on a tape
substrate and detect mass loading. The particles are size sorted by an EPA
approved concentrator/collector prior to capture on the tape. Presently, the
system cannot distinguish between inorganic particulates or biological
substances such as bacterial spores. The vision of the proposed work for
Universal Detection is to provide an additional capability for bacterial spore
detection and quantification to their existing aerosol monitoring systems.

     JPL has been developing bacterial spore detection technology that could
easily be integrated into the Universal Detection device. This detection scheme
is based on luminescence turn-on triggered specifically by the presence of
bacterial spores. It has been demonstrated that the magnitude of the
luminescence intensity is proportional to the concentration of bacterial spores
in a given sample.



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     The time scales of sample collection by the Universal Detection instrument
and bacterial spore detection are well suited for integration. It takes about an
hour for a measurable sample to be collected on the tape and the spore detection
requires about 20 minutes for the spores to germinate. The operating scenario
for the proposed instrument, consisting of the combined technologies, calls for
continuous unattended monitoring of large public spaces with a response time of
~1/2 hour. Thus, this new device will detect a rise in spore concentration
within 20 minutes subsequently and give an alert. Since the spores are collected
on a tape, they are also available for additional testing such as PCR after an
event.

     The JPL technology has two components; (1) a technique for labeling spores
with a luminescent probe with a long-lifetime, ~500-1000 us. (2) A time-delayed
imager that can acquire data from only the long-lifetime probe.

     2.   JPL'S SPECIAL COMPETENCIES

     JPL has two unique capabilities that enable us to perform the work in this
task plan. A leader in APS technology, JPL has developed a true snapshot mode
APS imager. Already demonstrated, this device is ideal for imaging of cells
labeled with delayed fluorescence: probes. The second JPL special competency
comes from work done for planetary protection to detect viable spores on
spacecraft. Unique assays have been developed to assess spore viability and to
quantitate their presence; this work forms the core of the spore detection work
in this task plan.

     1.   STATEMENT OF WORK

     JPL would perform two major tasks to develop this technology for
integration into Universal Detection's aerosol monitors. This will be a 12 month
effort.

     1.   Demonstrate spore germination or lysis on the collection tape followed
          by bonding of the DPA to terbium. Germination can be accomplished by
          impregnating the tape with L-alanine to promote spore germination.
          Alternatively, one could spray a solution on the tape or have a
          continuous dip into a bath.

     2.   Demonstrate time-gated detection of the DPA induced green
          luminescence. This will be done in two modes; (1) Event detection by
          collecting all the photons after a fixed delay from excitation. (2)
          Measurement of the lifetime after spores are detection to insure
          against false positives; i.e. if the signal measured in (1) does not
          have a lifetime of 800 us, it is NOT from a spore. If it does, then it
          is a spore event.

     The cost of this effort is $249K, including a full-time postdoc and-time
commitments from Dr. Bearman and Dr. Ponce as well as fabrication costs and
consumables.

     2.   DELIVERABLES

     The deliverables are:



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     3.   A demonstrated system for spore germination or lysis of spores on the
          Universal Detection tape currently used for particulate collection.

     4.   A demonstrated system for time gated detection of the DPA
          fluorescence.

     5.   A final report containing all experimental results and design
          suggestions for integration into the Universal Detection particulate
          collector.

     COST ESTIMATE - The cost of the work in this taskplan is $249K. See
attached spreadsheet with JPL costs.


     /S/ JACQUES TIZABI        7/27/02        /S/ ADRIAN PONCE
     ---------------------------------        ----------------------------------
     Jacques Tizabi               Date        JPL Task Manager-Adrian Ponce
     President                                Jet Propulsion Laboratory
     Universal Detection                      JPL Section 384


     /S/ GREG BEARMAN                         /S/ MARY BOTHWELL
     ---------------------------------        ----------------------------------
     JPL Liaison Officer Greg Bearman         JPL Division Manager-Mary Bothwell
     Jet Propulsion Laboratory
     JPL Section 384



                                    Page 17
<PAGE>



     COST ESTIMATE (dollars expressed in thousands)

                                                     FY'03
                                                    ------
     1.   Workyears                                    .7

     2.   Total Direct Compensation                 $90.9
          (Includes Employee Benefits)

     3.   Travel                                      0.0

     4.   JPL Services                                0.0

     5.   Procurements                               81.0

     6.   Multiple Program Support                   16.2

     7.   Total Direct Costs                        188.1

     8.   Allocated Direct Charge                    46.8

     9.   Total JPL Cost                            234.9

     10.  NASA Costs                                 14.1

    --------------------------------------------------------
          TOTAL ESTIMATED COST                     $249.0



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