AMENDED AND RESTATED

                         UNIVERSAL DETECTION TECHNOLOGY

                            2003 STOCK INCENTIVE PLAN






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                       SECTION 1: GENERAL PURPOSE OF PLAN

     The name of this plan is the Universal Detection Technology 2003 Stock
Incentive Plan (the "PLAN"). The purpose of the Plan is to enable Universal
Detection Technology, a California corporation (the "COMPANY"), and any Parent
or any Subsidiary to obtain and retain the services of the types of Employees,
Consultants and Directors who will contribute to the Company's long range
success and to provide incentives which are linked directly to increases in
share value which will inure to the benefit of all shareholders of the Company.

                            SECTION 2: DEFINITIONS

     For purposes of the Plan, the following terms shall be defined as set forth
below:

     "ADMINISTRATOR" shall have the meaning as set forth in Section 3, hereof.

     "BOARD" means the Board of Directors of the Company.

     "CAUSE" means (i) failure by an Eligible Person to substantially perform
his or her duties and obligations to the Company, Parent or any Subsidiary
(other than any such failure resulting from his or her incapacity due to
physical or mental illness); (ii) engaging in misconduct or a fiduciary breach
which is or potentially is materially injurious to the Company, Parent or any
Subsidiary or the Company's, Parent's or any Subsidiary's shareholders; (iii)
commission of a felony; (iv) the commission of a crime against the Company,
Parent or any Subsidiary which is or potentially is materially injurious to any
of such entities; or (v) as otherwise provided in the Stock Option Agreement or
Stock Purchase Agreement. For purposes of this Plan, the existence of Cause
shall be determined by the Administrator in its sole discretion.

     "CHANGE IN CONTROL" shall mean:

     (1) The consummation of a merger or consolidation of the Company with or
into another entity, any other corporate reorganization or the sale of stock of
the Company, if more than 50% of the combined voting power (which voting power
shall be calculated by assuming the conversion of all equity securities
convertible (immediately or at some future time) into shares entitled to vote,
but not assuming the exercise of any warrant or right to subscribe to or
purchase those shares) of the continuing or Surviving Entity's securities
outstanding immediately after such merger, consolidation, reorganization or sale
of stock is owned, directly or indirectly, by persons who were not shareholders
of the Company immediately prior to such merger, consolidation, reorganization
or sale of stock; PROVIDED, HOWEVER, that in making the determination of
ownership by the shareholders of the Company, immediately after the
reorganization, equity securities which persons own immediately before the
reorganization as shareholders of another party to the transaction shall be
disregarded; or

     (2) The sale, transfer or other disposition of all or substantially all of
the Company's assets.

A transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company's incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company's securities immediately before such transaction.

     "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

     "COMMITTEE" means a committee of the Board designated by the Board to
administer the Plan.

     "COMPANY" means Universal Detection Technology, a corporation organized
under the laws of the State of California (or any successor corporation).

     "CONSULTANT" means a consultant or advisor who is a natural person and who
provides bona fide services to the Company, a Parent or a Subsidiary; provided
such services are not in connection with the offer or sale of securities in a
capital-raising transaction and do not directly or indirectly promote or
maintain a market for the Company's securities.

     "DATE OF GRANT" means the date on which the Administrator adopts a
resolution expressly granting a Right to a Participant or, if a different date
is set forth in such resolution as the Date of Grant, then such date as is set
forth in such resolution.

     "DIRECTOR" means a member of the Board.

     "DISABILITY" means that the Optionee is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment; provided, however, for purposes of determining the term of an ISO
pursuant to Section 6.6 hereof, the term Disability shall have the meaning
ascribed to it under Code Section 22(e)(3). The determination of whether an
individual has a Disability shall be determined under procedures established by
the Plan Administrator.

     "ELIGIBLE PERSON" means an Employee, Consultant or Director of the Company,
any Parent or any Subsidiary.

     "EMPLOYEE" shall mean any individual who is a common-law employee
(including officers) of the Company, a Parent or a Subsidiary.

     "EXERCISE PRICE" shall have the meaning set forth in Section 6.3 hereof.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     "FAIR MARKET VALUE" shall mean the fair market value of a Share, determined
as follows: (i) if the Stock is listed on any established stock exchange or a
national market system, including without limitation the Nasdaq National Market,
the Fair Market Value of a share of Stock shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
system or exchange (or the exchange with the greatest volume of trading in the
Stock) on the last market trading day prior to the day of determination, as
reported in the WALL STREET JOURNAL or such other source as the Administrator
deems reliable; (ii) if the Stock is quoted on the Nasdaq System (but not on the
Nasdaq National Market) or any similar system whereby the


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stock is regularly quoted by a recognized securities dealer but closing sale
prices are not reported, the Fair Market Value of a share of Stock shall be the
mean between the bid and asked prices for the Stock on the last market trading
day prior to the day of determination, as reported in the WALL STREET JOURNAL or
such other source as the Administrator deems reliable; or (iii) in the absence
of an established market for the Stock, the Fair Market Value shall be
determined in good faith by the Administrator and such determination shall be
conclusive and binding on all persons.

     "ISO" means a Stock Option intended to qualify as an "incentive stock
option" as that term is defined in Section 422(b) of the Code.

     "NON-EMPLOYEE DIRECTOR" means a member of the Board who is not an Employee
of the Company, a Parent or Subsidiary, who satisfies the requirements of such
term as defined in Rule 16b-3(b)(3)(i) promulgated by the Securities and
Exchange Commission.

     "NON-QUALIFIED STOCK OPTION" means a Stock Option not described in Section
422(b) of the Code.

     "OFFEREE" means a Participant who is granted a Purchase Right pursuant to
the Plan.

     "OPTIONEE" means a Participant who is granted a Stock Option pursuant to
the Plan.

     "OUTSIDE DIRECTOR" means a member of the Board who is not an Employee of
the Company, a Parent or Subsidiary, who satisfies the requirements of such term
as defined in Treasury Regulations (26 Code of Federal Regulation Section
1.162-27(e)(3)).

     "PARENT" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if each of the corporations other
than the Company owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain. A
corporation that attains the status of a Parent on a date after the adoption of
the Plan shall be considered a Parent commencing as of such date.

     "PARTICIPANT" means any Eligible Person selected by the Administrator,
pursuant to the Administrator's authority in Section 3, to receive grants of
Rights.

     "PLAN" means this Universal Detection Technology 2003 Stock Incentive Plan,
as the same may be amended or supplemented from time to time.

     "PURCHASE PRICE" shall have the meaning set forth in Section 7.3.

     "PURCHASE RIGHT" means the right to purchase Stock granted pursuant to
Section 7.

     "REPURCHASE RIGHT" shall have the meaning set forth in Section 8.8 of the
Plan.

     "RIGHTS" means Stock Options and Purchase Rights.

     "SERVICE" shall mean service as an Employee, Director or Consultant.




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     "STOCK" means Common Stock of the Company.

     "STOCK OPTION" or "OPTION" means an option to purchase shares of Stock
granted pursuant to Section 6.

     "STOCK OPTION AGREEMENT" shall have the meaning set forth in Section 6.1.

     "STOCK PURCHASE AGREEMENT" shall have the meaning set forth in Section 7.1.

     "SUBSIDIARY" means any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company, if each of the corporations
other than the last corporation in the unbroken chain owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. A corporation that attains the status of a
Subsidiary on a date after the adoption of the Plan shall be considered a
Subsidiary commencing as of such date.

     "SURVIVING ENTITY" means the Company if immediately following any merger,
consolidation or similar transaction, the holders of outstanding voting
securities of the Company immediately prior to the merger or consolidation own
equity securities possessing more than 50% of the voting power of the
corporation existing following the merger, consolidation or similar transaction.
In all other cases, the other entity to the transaction and not the Company
shall be the Surviving Entity. In making the determination of ownership by the
shareholders of a entity immediately after the merger, consolidation or similar
transaction, equity securities which the shareholders owned immediately before
the merger, consolidation or similar transaction as shareholders of another
party to the transaction shall be disregarded. Further, outstanding voting
securities of an entity shall be calculated by assuming the conversion of all
equity securities convertible (immediately or at some future time) into shares
entitled to vote.

     "TEN PERCENT SHAREHOLDER" means a person who on the Date of Grant owns,
either directly or through attribution as provided in Section 424 of the Code,
Stock constituting more than 10% of the total combined voting power of all
classes of stock of the Company, Parent or any Subsidiary.

                           SECTION 3: ADMINISTRATION

3.1  ADMINISTRATOR. The Plan shall be administered by either (i) the Board or
     (ii) the Committee (the group that administers the Plan is referred to as
     the "ADMINISTRATOR").

3.2  POWERS IN GENERAL. The Administrator shall have the power and authority to
     grant to Eligible Persons, pursuant to the terms of the Plan, (i) Stock
     Options, (ii) Purchase Rights or (iii) any combination of the foregoing.

3.3  SPECIFIC POWERS. In particular, the Administrator shall have the authority:
     (i) to construe and interpret the Plan and apply its provisions; (ii) to
     promulgate, amend and rescind rules and regulations relating to the
     administration of the Plan; (iii) to authorize any person to execute, on
     behalf of the Company, any instrument required to carry out the purposes of
     the Plan; (iv) to determine when Rights are to be granted under the Plan;
     (v) from time to time

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     to select, subject to the limitations set forth in this Plan, those
     Eligible Persons to whom Rights shall be granted; (vi) to determine the
     number of shares of Stock to be made subject to each Right; (vii) to
     determine whether each Stock Option is to be an ISO or a Non-Qualified
     Stock Option; (viii) to prescribe the terms and conditions of each Stock
     Option and Purchase Right, including, without limitation, the Purchase
     Price and medium of payment, vesting provisions and repurchase provisions,
     and to specify the provisions of the Stock Option Agreement or Stock
     Purchase Agreement relating to such grant or sale; (ix) to amend any
     outstanding Rights for the purpose of modifying the time or manner of
     vesting, the Purchase Price or Exercise Price, as the case may be, subject
     to applicable legal restrictions; provided, however, that if any such
     amendment impairs a Participant's rights or increases a Participant's
     obligations under his or her Right, such amendment shall also be subject to
     the Participant's consent; (x) to determine the duration and purpose of
     leaves of absences which may be granted to a Participant without
     constituting termination of their employment for purposes of the Plan; (xi)
     to make decisions with respect to outstanding Stock Options that may become
     necessary upon a change in corporate control or an event that triggers
     anti-dilution adjustments; and (xii) to make any and all other
     determinations which it determines to be necessary or advisable for
     administration of the Plan.

3.4  DECISIONS FINAL. All decisions made by the Administrator pursuant to the
     provisions of the Plan shall be final and binding on the Company and the
     Participants.

3.5  THE COMMITTEE. The Board may, in its sole and absolute discretion, from
     time to time, and at any period of time during which the Company's Stock is
     registered pursuant to Section 12 of the Exchange Act shall, delegate any
     or all of its duties and authority with respect to the Plan to the
     Committee whose members are to be appointed by and to serve at the pleasure
     of the Board. From time to time, the Board may increase or decrease the
     size of the Committee, add additional members to, remove members (with or
     without cause) from, appoint new members in substitution therefor, and fill
     vacancies, however caused, in the Committee. The Committee shall act
     pursuant to a vote of the majority of its members or, in the case of a
     committee comprised of only two members, the unanimous consent of its
     members, whether present or not, or by the unanimous written consent of the
     majority of its members and minutes shall be kept of all of its meetings
     and copies thereof shall be provided to the Board. Subject to the
     limitations prescribed by the Plan and the Board, the Committee may
     establish and follow such rules and regulations for the conduct of its
     business as it may determine to be advisable. During any period of time
     during which the Company's Stock is registered pursuant to Section 12 of
     the Exchange Act, all members of the Committee shall be Non-Employee
     Directors and Outside Directors.

3.6  INDEMNIFICATION. In addition to such other rights of indemnification as
     they may have as Directors or members of the Committee, and to the extent
     allowed by applicable law, the Administrator and each of the
     Administrator's consultants shall be indemnified by the Company against the
     reasonable expenses, including attorney's fees, actually incurred in
     connection with any action, suit or proceeding or in connection with any
     appeal therein, to which the Administrator or any of its consultants may be
     party by reason of any action taken or failure to act under or in
     connection with the Plan or any option granted under the Plan, and against
     all amounts paid by the Administrator or any of its consultants in
     settlement thereof (provided that


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     the settlement has been approved by the Company, which approval shall not
     be unreasonably withheld) or paid by the Administrator or any of its
     consultants in satisfaction of a judgment in any such action, suit or
     proceeding, except in relation to matters as to which it shall be adjudged
     in such action, suit or proceeding that such Administrator or any of its
     consultants did not act in good faith and in a manner which such person
     reasonably believed to be in the best interests of the Company, and in the
     case of a criminal proceeding, had no reason to believe that the conduct
     complained of was unlawful; PROVIDED, HOWEVER, that within 60 days after
     institution of any such action, suit or proceeding, such Administrator or
     any of its consultants shall, in writing, offer the Company the opportunity
     at its own expense to handle and defend such action, suit or proceeding.

                     SECTION 4: STOCK SUBJECT TO THE PLAN

4.1  STOCK SUBJECT TO THE PLAN. Subject to adjustment as provided in Section 9,
     4,500,000 shares of Common Stock shall be reserved and available for
     issuance under the Plan. Stock reserved hereunder may consist, in whole or
     in part, of authorized and unissued shares or treasury shares.

4.2  BASIC LIMITATION. The maximum number of shares with respect to which
     Options, awards or sales of Stock may be granted under the Plan to any
     Participant in any one calendar year shall be 1,500,000 shares. The number
     of shares that are subject to Rights under the Plan shall not exceed the
     number of shares that then remain available for issuance under the Plan.
     The Company, during the term of the Plan, shall at all times reserve and
     keep available a sufficient number of shares to satisfy the requirements of
     the Plan.

4.3  ADDITIONAL SHARES. If any outstanding Option or other right for any reason
     expires or is canceled or otherwise terminated, the shares allocable to the
     unexercised portion of such Option or other right shall again be available
     for the purposes of the Plan. If shares issued under the Plan are
     reacquired by the Company pursuant to the terms of any forfeiture provision
     or right of repurchase, such shares shall again be available for the
     purposes of the Plan.

                            SECTION 5: ELIGIBILITY

     Eligible Persons who are selected by the Administrator shall be eligible to
be granted Rights hereunder subject to limitations set forth in this Plan;
PROVIDED, HOWEVER, that only Employees shall be eligible to be granted ISOs
hereunder.

                  SECTION 6: TERMS AND CONDITIONS OF OPTIONS.

6.1  STOCK OPTION AGREEMENT. Each grant of an Option under the Plan shall be
     evidenced by a Stock Option Agreement between the Optionee and the Company.
     Such Option shall be subject to all applicable terms and conditions of the
     Plan and may be subject to any other terms and conditions which are not
     inconsistent with the Plan and which the Administrator deems appropriate
     for inclusion in a Stock Option Agreement. The provisions of the various
     Stock Option Agreements entered into under the Plan need not be identical.


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6.2  NUMBER OF SHARES. Each Stock Option Agreement shall specify the number of
     shares of Stock that are subject to the Option and shall provide for the
     adjustment of such number in accordance with Section 9, hereof. The Stock
     Option Agreement shall also specify whether the Option is an ISO or a
     Non-Qualified Stock Option.

6.3  EXERCISE PRICE.

     6.3.1 IN GENERAL. Each Stock Option Agreement shall state the price at
          which shares subject to the Stock Option may be purchased (the
          "EXERCISE PRICE"), which shall, with respect to Incentive Stock
          Options, be not less than 100% of the Fair Market Value of the Stock
          on the Date of Grant. In the case of Non-Qualified Stock Options, the
          Exercise Price shall be determined in the sole discretion of the
          Administrator; PROVIDED, HOWEVER, that the Exercise Price shall be no
          less than 85% of the Fair Market Value of the shares of Stock on the
          Date of Grant of the Non-Qualified Stock Option.

     6.3.2 TEN PERCENT SHAREHOLDER. A Ten Percent Shareholder shall not be
          eligible for designation as an Optionee or Purchaser, unless (i) the
          Exercise Price of a Non-Qualified Stock Option is at least 110% of the
          Fair Market Value of a Share on the Date of Grant, or (ii) in the case
          of an ISO, the Exercise Price is at least 110% of the Fair Market
          Value of a Share on the Date of Grant and such ISO by its terms is not
          exercisable after the expiration of five years from the Date of Grant.

     6.3.3 NON-APPLICABILITY. The Exercise Price restriction applicable to
          Non-Qualified Stock Options required by Sections 6.3.1 and 6.3.2(i)
          shall be inoperative if: (i) the shares to be issued upon payment of
          the Exercise Price have been registered under a then currently
          effective registration statement under applicable federal securities
          laws and the Company (a) is subject to the reporting requirements of
          Section 13 or 15(d) of the Exchange Act or becomes an investment
          company registered or required to be registered under the Investment
          Company Act of 1940, and (b) the Company's securities become traded on
          a national market system as described in Section 18(b) of the
          Securities Act, including without limitation the Nasdaq National
          Market; or (ii) a determination is made by counsel for the Company
          that such Exercise Price restrictions are not required in the
          circumstances under applicable federal or state securities laws.

     6.3.4 PAYMENT. The Exercise Price shall be payable in a form described in
          Section 8 hereof.

6.4  WITHHOLDING TAXES. As a condition to the exercise of an Option, the
     Optionee shall make such arrangements as the Board may require for the
     satisfaction of any federal, state, local or foreign withholding tax
     obligations that may arise in connection with such exercise or with the
     disposition of shares acquired by exercising an Option.

6.5  EXERCISABILITY. Each Stock Option Agreement shall specify the date when all
     or any installment of the Option becomes exercisable. Unless a
     determination is made by counsel for the Company that Section 25102(o) of
     the California Corporations Code no longer requires or another exemption
     from qualification under the California Corporations Code applies which
     does



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     not require, an Option granted to an Optionee who is not an officer of the
     Company, a Director or a Consultant shall become exercisable at least as
     rapidly as 20% per year over the five-year period commencing on the Date of
     Grant until such time as the Company's securities become traded on a
     national market system as described in Section 18(b) of the Securities Act,
     including without limitation the Nasdaq National Market. Subject to the
     preceding sentence, the exercise provisions of any Stock Option Agreement
     shall be determined by the Administrator, in its sole discretion.

6.6  TERM.

     6.6.1 The Stock Option Agreement shall specify the term of the Option. No
          Option shall be exercised after the expiration of ten years after the
          date the Option is granted. In the case of an ISO granted to a Ten
          Percent Shareholder, the ISO shall not be exercised after the
          expiration of five years after the date the ISO is granted. Unless
          otherwise provided in the Stock Option Agreement, no Option may be
          exercised (i) three months after the date the Optionee's Service with
          the Company, Parent and Subsidiaries terminates if such termination is
          for any reason other than death, Disability or Cause, (ii) one year
          after the date the Optionee's Service with the Company, Parent and
          Subsidiaries terminates if such termination is a result of death or
          Disability, and (iii) if the Optionee's Service with the Company,
          Parent and Subsidiaries terminates for Cause, all outstanding Options
          granted to such Optionee shall expire as of the commencement of
          business on the date of such termination. The Administrator may, in
          its sole discretion, waive the accelerated expiration provided for in
          (i) or (ii). Outstanding Options that are not exercisable at the time
          of termination of employment for any reason shall expire at the close
          of business on the date of such termination.

     6.6.2 Unless Optionee's Service with the Company, Parent, or Subsidiaries
          is terminated for Cause, in no event may the right to exercise any
          Option in the event of termination of Service be (i) less than six
          months from the date of termination if termination was caused by death
          or Disability and (ii) less than 30 days from the date of termination
          if termination was caused by other than death or Disability.

     6.6.3 The provisions of Section 6.6.2 may not (i) allow any Option to be
          exercised after the expiration of ten years after the date the Option
          is granted or (ii) preclude a Ten Percent Shareholder from receiving
          an ISO satisfying the requirements of Section 422(c)(5) of the Code,
          including without limitation, that such ISO by its terms not be
          exercisable after the expiration of five years from the Date of Grant.

6.7  LEAVES OF ABSENCE. For purposes of Section 6.6 above, to the extent
     required by applicable law, Service shall be deemed to continue while the
     Optionee is on a bona fide leave of absence. To the extent applicable law
     does not require such a leave to be deemed to continue while the Optionee
     is on a bona fide leave of absence, such leave shall be deemed to continue
     if, and only if, expressly provided in writing by the Administrator or a
     duly authorized officer of the Company, Parent or Subsidiary for whom
     Optionee provides his or her services.

6.8  MODIFICATION, EXTENSION AND ASSUMPTION OF OPTIONS. Within the limitations
     of the Plan, the Administrator may modify, extend or assume outstanding
     Options (whether granted


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     by the Company or another issuer) or may accept the cancellation of
     outstanding Options (whether granted by the Company or another issuer) in
     return for the grant of new Options for the same or a different number of
     shares and at the same or a different Exercise Price. Without limiting the
     foregoing, the Administrator may amend a previously granted Option to fully
     accelerate the exercise schedule of such Option and provide that upon the
     exercise of such Option, the Optionee shall receive shares of Restricted
     Stock that are subject to repurchase by the Company at the lesser of (i)
     the Exercise Price paid for the Option or (ii) the Fair Market Value of the
     shares of Stock underlying the Option in accordance with Section 8.8 with
     such Company's right to repurchase at such price lapsing at the same rate
     as the exercise provisions set forth in Optionee's Stock Option Agreement.
     The foregoing notwithstanding, no modification of an Option shall, without
     the consent of the Optionee, impair the Optionee's rights or increase the
     Optionee's obligations under such Option. However, a termination of the
     Option in which the Optionee receives a cash payment equal to the
     difference between the Fair Market Value and the Exercise Price for all
     shares subject to exercise under any outstanding Option shall not be deemed
     to impair any rights of the Optionee or increase the Optionee's obligations
     under such Option.

               SECTION 7: TERMS AND CONDITIONS OF AWARDS OR SALES

7.1  STOCK PURCHASE AGREEMENT. Each award or sale of shares under the Plan
     (other than upon exercise of an Option) shall be evidenced by a Stock
     Purchase Agreement between the Purchaser and the Company. Such award or
     sale shall be subject to all applicable terms and conditions of the Plan
     and may be subject to any other terms and conditions which are not
     inconsistent with the Plan and which the Board deems appropriate for
     inclusion in a Stock Purchase Agreement. The provisions of the various
     Stock Purchase Agreements entered into under the Plan need not be
     identical.

7.2  DURATION OF OFFERS. Unless otherwise provided in the Stock Purchase
     Agreement, any right to acquire shares under the Plan (other than an
     Option) shall automatically expire if not exercised by the Purchaser within
     15 days after the grant of such right was communicated to the Purchaser by
     the Company.

7.3  PURCHASE PRICE.

     7.3.1 IN GENERAL. Each Stock Purchase Agreement shall state the price at
          which the Stock subject to such Stock Purchase Agreement may be
          purchased (the "PURCHASE PRICE"), which, with respect to Stock
          Purchase Rights, shall be determined in the sole discretion of the
          Administrator; PROVIDED, HOWEVER, that the Purchase Price shall be no
          less than 85% of the Fair Market Value of the shares of Stock on
          either the Date of Grant or the date of purchase of the Purchase
          Right.

     7.3.2 TEN PERCENT SHAREHOLDERS. A Ten Percent Shareholder shall not be
          eligible for designation as a Purchaser unless the Purchase Price (if
          any) is at least 100% of the Fair Market Value of a Share.



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     7.3.3 NON APPLICABILITY. The Purchase Price restrictions required by
          Sections 7.3.1 and 7.3.2 shall be inoperative (i) at such time as the
          Company's securities become traded on a national market system as
          described in Section 18(b) of the Securities Act, including without
          limitation the Nasdaq National Market, or if a determination is made
          by counsel for the Company that such Purchase Price restrictions are
          not required in the circumstances under applicable federal or state
          securities laws.

     7.3.4 PAYMENT OF PURCHASE PRICE. The Purchase Price shall be payable in a
          form described in Section 8.

7.4  WITHHOLDING TAXES. As a condition to the purchase of shares, the Purchaser
     shall make such arrangements as the Board may require for the satisfaction
     of any federal, state, local or foreign withholding tax obligations that
     may arise in connection with such purchase.

                        SECTION 8: PAYMENT; RESTRICTIONS

8.1  GENERAL RULE. The entire Exercise Price or Purchase Price of shares issued
     under the Plan shall be payable in full by, as applicable, cash or check
     for an amount equal to the aggregate Purchase Price or Exercise Price for
     the number of shares being purchased, or in the discretion of the
     Administrator, upon such terms as the Administrator shall approve, the
     Purchase Price or Exercise Price may be paid: (i) in the case of an Option,
     by a copy of instructions to a broker directing such broker to sell the
     Stock for which such Option is exercised, and to remit to the Company the
     aggregate Exercise Price of such Options (a "CASHLESS EXERCISE"), (ii) by
     paying all or a portion of the Exercise Price or Purchase Price for the
     number of shares being exercised or purchased by tendering Stock owned by
     the Participant for at least six months, duly endorsed for transfer to the
     Company, with a Fair Market Value on the date of delivery equal to the
     Purchase Price or Exercise Price (or portion thereof) due for the number of
     shares being exercised or purchased or (iii) by means of attestation
     whereby the Participant identifies for delivery specific shares of Stock
     already owned by Participant for at least six months that have a Fair
     Market Value on the date of attestation equal to the Exercise Price or
     Purchase Price (or portion thereof) and receives a number of shares of
     Stock equal to the difference between the number of shares thereby
     exercised or purchased and the number identified attestation shares of
     Stock.

8.2  WITHHOLDING PAYMENT. The Purchase Price or Exercise Price shall include
     payment of the amount of all federal, state, local or other income, excise
     or employment taxes subject to withholding (if any) by the Company, Parent
     or a Subsidiary as a result of the exercise of a Stock Option. The Optionee
     may pay all or a portion of the tax withholding by cash or check payable to
     the Company, or, at the discretion of the Administrator, upon such terms as
     the Administrator shall approve, by (i) cashless exercise; (ii) tendering
     Stock owned by the Participant, duly endorsed for transfer to the Company,
     with a Fair Market Value on the date of delivery equal to the withholding
     due for the number of shares being exercised or purchased; (iii) means of
     attestation whereby the Participant identifies for delivery specific shares
     of Stock already owned by Participant that have a Fair Market Value on the
     date of attestation equal to the withholding due for the number of shares
     being exercised or purchased; (iv) in the case of an Option, by paying all
     or a portion of the tax withholding for the number of shares being


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     purchased by withholding shares from any transfer or payment to the
     Optionee ("STOCK WITHHOLDING"); or (v) a combination of one or more of the
     foregoing payment methods. Any shares issued pursuant to the exercise of an
     Option and transferred by the Optionee to the Company for the purpose of
     satisfying any withholding obligation shall not again be available for
     purposes of the Plan. The Fair Market Value of the number of shares subject
     to Stock withholding shall not exceed an amount equal to the applicable
     minimum required tax withholding rates.

8.3  SERVICES RENDERED. At the discretion of the Administrator, shares may be
     awarded under the Plan in consideration of services rendered to the
     Company, a Parent or a Subsidiary prior to the award.

8.4  PROMISSORY NOTE. To the extent that a Stock Option Agreement or Stock
     Purchase Agreement so provides, in the discretion of the Administrator,
     upon such terms as the Administrator shall approve, all or a portion of the
     Exercise Price or Purchase Price (as the case may be) and/or any federal,
     state, local or other income excise or employment tax withholding required
     in connection with Stock issued under the Plan may be paid with a
     full-recourse promissory note. However, in the event there is a stated par
     value of the shares and applicable law requires, the par value of the
     shares, if newly issued, shall be paid in cash or cash equivalents. The
     shares shall be pledged as security for payment of the principal amount of
     the promissory note and interest thereon. The interest rate payable under
     the terms of the promissory note shall not be less than the minimum rate
     (if any) required to avoid the imputation of additional interest under the
     Code. Subject to the foregoing, the Administrator (at its sole discretion)
     shall specify the term, interest rate, amortization requirements (if any)
     and other provisions of such note. Unless the Administrator determines
     otherwise, shares of Stock having a Fair Market Value at least equal to the
     principal amount of the loan shall be pledged by the holder to the Company
     as security for payment of the unpaid balance of the loan and such pledge
     shall be evidenced by a pledge agreement, the terms of which shall be
     determined by the Administrator, in its discretion; PROVIDED, HOWEVER, that
     each loan shall comply with all applicable laws, regulations and rules of
     the Board of Governors of the Federal Reserve System and any other
     governmental agency having jurisdiction.

8.5  EXERCISE/PLEDGE. To the extent that a Stock Option Agreement or Stock
     Purchase Agreement so allows and if Stock is publicly traded, in the
     discretion of the Administrator, upon such terms as the Administrator shall
     approve, payment may be made all or in part by the delivery (on a form
     prescribed by the Administrator) of an irrevocable direction to pledge
     shares to a securities broker or lender approved by the Company, as
     security for a loan, and to deliver all or part of the loan proceeds to the
     Company in payment of all or part of the Exercise Price and any withholding
     taxes.

8.6  WRITTEN NOTICE. The purchaser shall deliver a written notice to the
     Administrator requesting that the Company direct the transfer agent to
     issue to the purchaser (or to his designee) a certificate for the number of
     shares of Common Stock being exercised or purchased or, in the case of a
     cashless exercise or share withholding exercise, for any shares that were
     not sold in the cashless exercise or withheld.



                                       11
<PAGE>


8.7  NO TRANSFERABILITY. Except as provided herein, a Participant may not
     assign, sell or transfer Rights, in whole or in part, other than by will or
     by operation of the laws of descent and distribution.

     8.7.1 PERMITTED TRANSFER OF NON-QUALIFIED OPTION. The Administrator, in its
          sole discretion may permit the transfer of a Non-Qualified Option (but
          not an ISO or Stock Purchase Right) as follows: (i) by gift to a
          member of the Participant's immediate family or (ii) by transfer by
          instrument to a trust providing that the Option is to be passed to
          beneficiaries upon death of the trustor (either or both (i) or (ii)
          referred to as a "PERMITTED Transferee"). For purposes of this Section
          8.10.1, "IMMEDIATE FAMILY" shall mean the Optionee's spouse (including
          a former spouse subject to terms of a domestic relations order);
          child, stepchild, grandchild, child-in-law; parent, stepparent,
          grandparent, parent-in-law; sibling and sibling-in-law, and shall
          include adoptive relationships.

     8.7.2 CONDITIONS OF PERMITTED TRANSFER. A transfer permitted under this
          Section 8.10 hereof may be made only upon written notice to and
          approval thereof by Administrator. A Permitted Transferee may not
          further assign, sell or transfer the transferred Option, in whole or
          in part, other than by will or by operation of the laws of descent and
          distribution. A Permitted Transferee shall agree in writing to be
          bound by the provisions of this Plan.

8.8  REPURCHASE RIGHTS. To the extent provided in the applicable Stock Option
     Agreement or Stock Purchase Agreement, following a termination of the
     Participant's Service, the Company may repurchase the Participant's
     unvested Stock as provided in this Section 8.8 (the "REPURCHASE RIGHT")

     8.8.1 REPURCHASE PRICE. The Repurchase Right shall be exercisable at a
          price equal to the lesser of (i) Fair Market Value, or (ii) the
          Purchase Price or Exercise Price, as the case may be, of unvested
          Stock; PROVIDED, HOWEVER, unless a determination is made by counsel
          for the Company that Section 25102(o) of the California Corporations
          Code no longer requires or another exemption from qualification under
          the California Corporations Code applies which does not require, with
          respect to a Participant who is not an officer of the Company, a
          Director or a Consultant, the right to repurchase unvested stock as
          described in Section 8.8.1(ii) shall lapse at a rate of at least 20%
          per year over five years from the date the Right is granted.

     8.8.2 EXERCISE OF REPURCHASE RIGHT. A Repurchase Right may be exercised
          only within 90 days after the termination of the Participant's Service
          (or in the case of Stock issued upon exercise of an Option or after
          the date of termination or the purchase of Stock under a Stock
          Purchase Agreement after the date of termination, within 90 days after
          the date of the exercise or Stock purchase, whichever is applicable)
          for cash or for cancellation of indebtedness incurred in purchasing
          the shares.

                    SECTION 9: ADJUSTMENTS; MARKET STAND-OFF

9.1  EFFECT OF CERTAIN CHANGES.

     9.1.1 STOCK DIVIDENDS, SPLITS, ETC. If there is any change in the number of
          outstanding shares of Stock by reason of a stock split, reverse stock
          split, stock dividend,


                                       12
<PAGE>


          recapitalization, combination, reclassification, dissolution or
          liquidation of the Company, any corporate separation or division
          (including, but not limited to, a split-up, a split-off or a
          spin-off), a merger or consolidation; a reverse merger or similar
          transaction, then (i) the number and/or class of shares of Stock
          available for Rights, (ii) the number and/or class of shares of Stock
          covered by outstanding Rights and (iii) the Exercise Price or Purchase
          Price of any Stock Option or Purchase Right, in effect prior to such
          change, shall be proportionately adjusted by the Administrator to
          reflect any increase or decrease in the number of issued shares of
          Stock; PROVIDED, HOWEVER, that any fractional shares resulting from
          the adjustment shall be eliminated.

     9.1.2 LIQUIDATION, DISSOLUTION, MERGER OR CONSOLIDATION. In the event of a
          dissolution or liquidation of the Company, or any corporate separation
          or division, including, but not limited to, a split-up, a split-off or
          a spin-off, or a sale of substantially all of the assets of the
          Company; a merger or consolidation in which the Company is not the
          Surviving Entity; or a reverse merger in which the Company is the
          Surviving Entity, but the shares of Company stock outstanding
          immediately preceding the merger are converted by virtue of the merger
          into other property, whether in the form of securities, cash or
          otherwise, then, the Company, to the extent permitted by applicable
          law, but otherwise in its sole discretion may provide for: (i) the
          continuation of outstanding Rights by the Company (if the Company is
          the Surviving Entity); (ii) the assumption of the Plan and such
          outstanding Rights by the Surviving Entity or its parent; (iii) the
          substitution by the Surviving Entity or its parent of Rights with
          substantially the same terms for such outstanding Rights; or (iv) the
          cancellation of such outstanding Rights without payment of any
          consideration, provided that if such Rights would be canceled in
          accordance with the foregoing, the Participant shall have the right,
          exercisable during the later of the ten-day period ending on the fifth
          day prior to such merger or consolidation or ten days after the
          Administrator provides the Rights holder a notice of cancellation, to
          exercise such Rights in whole or in part without regard to any
          installment exercise provisions in the Rights agreement.

     9.1.3 PAR VALUE CHANGES. In the event of a change in the Stock of the
          Company as presently constituted which is limited to a change of all
          of its authorized shares with par value, into the same number of
          shares without par value, or a change in the par value, the shares
          resulting from any such change shall be "Stock" within the meaning of
          the Plan.

9.2  DECISION OF ADMINISTRATOR FINAL. To the extent that the foregoing
     adjustments relate to stock or securities of the Company, such adjustments
     shall be made by the Administrator, whose determination in that respect
     shall be final, binding and conclusive; PROVIDED, however, that each ISO
     granted pursuant to the Plan shall not be adjusted in a manner that causes
     such Stock Option to fail to continue to qualify as an ISO without the
     prior consent of the Optionee thereof.

9.3  NO OTHER RIGHTS. Except as hereinbefore expressly provided in this Section
     9, no Participant shall have any rights by reason of any subdivision or
     consolidation of shares of Company stock or the payment of any dividend or
     any other increase or decrease in the number of shares of Company stock of
     any class or by reason of any of the events described in Section 9.1,
     above, or any other issue by the Company of shares of stock of any class,
     or securities convertible into shares of stock of any class; and, except as
     provided in this Section 9, none of the foregoing events shall affect, and
     no adjustment by reason thereof shall be made with


                                       13
<PAGE>


     respect to, the number or price of shares of Stock subject to Rights. The
     grant of a Right pursuant to the Plan shall not affect in any way the right
     or power of the Company to make adjustments, reclassifications,
     reorganizations or changes of its capital or business structures or to
     merge or to consolidate or to dissolve, liquidate or sell, or transfer all
     or part of its business or assets.

9.4  MARKET STAND-OFF. Each Stock Option Agreement and Stock Purchase Agreement
     shall provide that, in connection with any underwritten public offering by
     the Company of its equity securities pursuant to an effective registration
     statement filed under the Securities Act of 1933, as amended the
     Participant shall agree not to sell, make any short sale of, loan,
     hypothecate, pledge, grant any option for the repurchase of, transfer the
     economic consequences of ownership or otherwise dispose or transfer for
     value or otherwise agree to engage in any of the foregoing transactions
     with respect to any Stock without the prior written consent of the Company
     or its underwriters, for such period of time from and after the effective
     date of such registration statement as may be requested by the Company or
     such underwriters (the "MARKET STAND-OFF"). In order to enforce the Market
     Stand-Off, the Company may impose stop-transfer instructions with respect
     to the shares of Stock acquired under this Plan until the end of the
     applicable stand-off period. If there is any change in the number of
     outstanding shares of Stock by reason of a stock split, reverse stock
     split, stock dividend, recapitalization, combination, reclassification,
     dissolution or liquidation of the Company, any corporate separation or
     division (including, but not limited to, a split-up, a split-off or a
     spin-off), a merger or consolidation; a reverse merger or similar
     transaction, then any new, substituted or additional securities which are
     by reason of such transaction distributed with respect to any shares of
     Stock subject to the Market Stand-Off, or into which such shares of Stock
     thereby become convertible, shall immediately be subject to the Market
     Stand-Off.

                      SECTION 10: AMENDMENT AND TERMINATION

     The Board may amend, suspend or terminate the Plan at any time and for any
reason. At the time of such amendment, the Board shall determine, upon advice
from counsel, whether such amendment will be contingent on shareholder approval.

                         SECTION 11: GENERAL PROVISIONS

11.1 GENERAL RESTRICTIONS.

     11.1.1 LEGENDS. All certificates for shares of Stock delivered under the
          Plan shall be subject to such stop transfer orders and other
          restrictions as the Administrator may deem advisable under the rules,
          regulations and other requirements of the Securities and Exchange
          Commission, any stock exchange upon which the Stock is then listed and
          any applicable federal or state securities laws, and the Administrator
          may cause a legend or legends to be put on any such certificates to
          make appropriate reference to such restrictions.

     11.1.2 NO RIGHTS AS SHAREHOLDER. Except as specifically provided in this
          Plan, a Participant or a transferee of a Right shall have no rights as
          a shareholder with respect to any shares covered by the Rights until
          the date of the issuance of a Stock certificate to him or her for


                                       14
<PAGE>


          such shares, and no adjustment shall be made for dividends (ordinary
          or extraordinary, whether in cash, securities or other property) or
          distributions of other rights for which the record date is prior to
          the date such Stock certificate is issued, except as provided in
          Section 9.1, hereof.

11.2 OTHER COMPENSATION ARRANGEMENTS. Nothing contained in this Plan shall
     prevent the Board from adopting other or additional compensation
     arrangements, subject to shareholder approval if such approval is required;
     and such arrangements may be either generally applicable or applicable only
     in specific cases.

11.3 DISQUALIFYING DISPOSITIONS. Any Participant who shall make a "DISPOSITION"
     (as defined in Section 424 of the Code) of all or any portion of an ISO
     within two years from the date of grant of such ISO or within one year
     after the issuance of the shares of Stock acquired upon exercise of such
     ISO shall be required to immediately advise the Company in writing as to
     the occurrence of the sale and the price realized upon the sale of such
     shares of Stock.

11.4 REGULATORY MATTERS. Each Stock Option Agreement and Stock Purchase
     Agreement shall provide that no shares shall be purchased or sold
     thereunder unless and until (i) any then applicable requirements of state
     or federal laws and regulatory agencies shall have been fully complied with
     to the satisfaction of the Company and its counsel and (ii) if required to
     do so by the Company, the Optionee or Offeree shall have executed and
     delivered to the Company a letter of investment intent in such form and
     containing such provisions as the Board or Committee may require.

11.5 RECAPITALIZATIONS. Each Stock Option Agreement and Stock Purchase Agreement
     shall contain provisions required to reflect the provisions of Section 9.

11.6 DELIVERY. Upon exercise of a Right granted under this Plan, the Company
     shall issue Stock or pay any amounts due within a reasonable period of time
     thereafter. Subject to any statutory obligations the Company may otherwise
     have, for purposes of this Plan, thirty days shall be considered a
     reasonable period of time.

11.7 OTHER PROVISIONS. The Stock Option Agreements and Stock Purchase Agreements
     authorized under the Plan may contain such other provisions not
     inconsistent with this Plan, including, without limitation, restrictions
     upon the exercise of the Rights, as the Administrator may deem advisable.

                     SECTION 12: INFORMATION TO PARTICIPANTS

     To the extent necessary to comply with California law, the Company each
year shall furnish to Participants its balance sheet and income statement unless
such Participants are limited to key Employees whose duties with the Company
assure them access to equivalent information.


                                       15
<PAGE>


                       SECTION 13: EFFECTIVE DATE OF PLAN

     The effective date of this Plan is June 23, 2003. The adoption of the Plan
is subject to approval by the Company's shareholders, which approval must be
obtained within 12 months from the date the Plan is adopted by the Board. In the
event that the shareholders fail to approve the Plan within 12 months after its
adoption by the Board, any grants of Options or sales or awards of shares that
have already occurred shall be rescinded, and no additional grants, sales or
awards shall be made thereafter under the Plan.

                            SECTION 14: TERM OF PLAN

     The Plan shall terminate automatically on June 22, 2013, but no later than
prior to the 10th anniversary of the effective date. No Right shall be granted
pursuant to the Plan after such date, but Rights theretofore granted may extend
beyond that date. The Plan may be terminated on any earlier date pursuant to
Section 10 hereof.

                             SECTION 15: EXECUTION.

     To record the adoption of the Plan by the Board, the Company has caused its
authorized officer to execute the same as of June 23, 2003.



                                            UNIVERSAL DETECTION TECHNOLOGY



                                            By:  /s/ Jacques Tizabi
                                                 -------------------------------
                                                 Jacques Tizabi, President


                     SECTION 16: AMENDED AND RESTATED PLAN.

     The Board has amended and restated the Plan as of August 10, 2004. To
record the adoption of the Amended and Restated Plan by the Board, the Company
has caused its authorized officer to execute the same as of August 10, 2004.


                                            UNIVERSAL DETECTION TECHNOLOGY



                                            By:  /s/ Jacques Tizabi
                                                 -------------------------------
                                                 Jacques Tizabi, President



                                       16
<PAGE>



                             STOCK OPTION AGREEMENT






<PAGE>



                                                     OPTION GRANT ISSUED (#) ___


            UNIVERSAL DETECTION TECHNOLOGY 2003 STOCK INCENTIVE PLAN
                          NOTICE OF STOCK OPTION GRANT

     You have been granted the following option to purchase Common Stock of
Universal Detection Technology (the "COMPANY"):

        Name of Optionee:

        Total Number of Shares Granted:

        Type of Option:

        Exercise Price Per Share:

        Date of Grant:

        Vesting Commencement Date:

        Vesting Schedule:

        Expiration Date:

By your signature and the signature of the Company's representative below, you
and the Company agree that this option is granted under and governed by the
terms and conditions of the Universal Detection Technology 2003 Stock Incentive
Plan and the Stock Option Agreement, both of which are attached to and made a
part of this document.


Optionee:                                  Universal Detection Technology


By:________________________________        By:________________________________

Name:______________________________        Its:_______________________________




<PAGE>



                                     ANNEX I

            UNIVERSAL DETECTION TECHNOLOGY 2003 STOCK INCENTIVE PLAN:
                             STOCK OPTION AGREEMENT


                           SECTION 17: GRANT OF OPTION

17.1 OPTION. On the terms and conditions set forth in the notice of stock option
     grant to which this agreement (the "AGREEMENT") is attached (the "NOTICE OF
     STOCK OPTION GRANT") and this agreement, the Company grants to the
     individual named in the Notice of Stock Option Grant (the "OPTIONEE") the
     option to purchase at the exercise price specified in the Notice of Stock
     Option Grant (the "EXERCISE PRICE") the number of shares of Stock set forth
     in the Notice of Stock Option Grant. This option is intended to be either
     an ISO or a Non-Qualified Stock Option, as provided in the Notice of Stock
     Option Grant.

17.2 STOCK PLAN AND DEFINED TERMS. This option is granted pursuant to and
     subject to the terms of the Universal Detection Technology 2003 Stock
     Incentive Plan, as in effect on the date specified in the Notice of Stock
     Option Grant (which date shall be the later of (i) the date on which the
     Board resolved to grant this option or (ii) the first day of the Optionee's
     Service) and as amended from time to time (the "PLAN"), a copy of which is
     attached hereto and which the Optionee acknowledges having received.
     Capitalized terms not otherwise defined in this Agreement have the
     definitions ascribed to them in the Plan.

                          SECTION 18: RIGHT TO EXERCISE

18.1 EXERCISABILITY. Subject to Sections 2.2 and 2.3 below and the other
     conditions set forth in this Agreement, all or part of this option may be
     exercised prior to its expiration at the time or times set forth in the
     Notice of Stock Option Grant. Shares of Stock purchased by exercising this
     option may be subject to the Right of Repurchase under Section 7. In
     addition, in the event (i) there is a Change in Control before the
     Optionee's Service terminates and (ii) the option is cancelled without
     substitution of a successor option or payment of any consideration,
     Optionee shall have the right, exercisable during the later of the ten-day
     period ending on the fifth day prior to the Change in Control or ten days
     after the Administrator provides the Optionee with a notice of
     cancellation, to exercise this option in whole or in part without regard to
     any installment exercise provisions in this Agreement.

18.2 $100,000 LIMITATION. The aggregate fair market value (determined at the
     time the option is granted) of the Shares with respect to which ISOs are
     exercisable for the first time during any calendar year (under all ISO
     plans of the Company, Parent and Subsidiaries) shall not exceed $100,000.
     If this option is designated as an ISO in the Notice of Stock Option Grant,
     then to the extent (and only to the extent) the Optionee's right to
     exercise this option causes this option (in whole or in part) to not be
     treated as an ISO by reason of the $100,000 annual limitation under Section
     422(d) of the Code, such options shall be treated as Non-Qualified Stock
     Options, but shall be exercisable by their terms. The determination of
     options to be treated as Non-Qualified Stock Options shall be made by
     taking options into account in the order in which they are granted. If the
     terms of this option cause the $100,000 annual limitation under Section
     422(d) of the Code to be exceeded, a pro rata portion of each exercise
     shall be treated as the exercise of a Non-Qualified Stock Option.


                                       1
<PAGE>


18.3 SHAREHOLDER APPROVAL. Any other provision of this Agreement
     notwithstanding, no portion of this option shall be exercisable at any time
     prior to the approval of the Plan by the Company's shareholders.

                 SECTION 19: NO TRANSFER OR ASSIGNMENT OF OPTION

     Except as provided herein, an Optionee may not assign, sell or transfer the
option, in whole or in part, other than by will or by operation of the laws of
descent and distribution. The Administrator, in its sole discretion may permit
the transfer of a Non-Qualified Option (but not an ISO) as follows: (i) by gift
to a member of the Participant's immediate family or (ii) by transfer by
instrument to a trust providing that the Option is to be passed to beneficiaries
upon death of the trustor (either or both (i) or (ii) referred to as a
"PERMITTED TRANSFEREE"). For purposes of this Section 3, "immediate family"
shall mean the Optionee's spouse (including a former spouse subject to terms of
a domestic relations order); child, stepchild, grandchild, child-in-law; parent,
stepparent, grandparent, parent-in-law; sibling and sibling-in-law, and shall
include adoptive relationships. A transfer permitted under this Section 3 hereof
may be made only upon written notice to and approval thereof by Administrator. A
Permitted Transferee may not further assign, sell or transfer the transferred
option, in whole or in part, other than by will or by operation of the laws of
descent and distribution. A Permitted Transferee shall agree in writing to be
bound by the provisions of this Plan.

                         SECTION 20: EXERCISE PROCEDURES

20.1 NOTICE OF EXERCISE. The Optionee or the Optionee's representative may
     exercise this option by delivering a written notice in the form of EXHIBIT
     A attached hereto ("NOTICE OF EXERCISE") to the Company in the manner
     specified pursuant to Section 10.4 hereof. Such Notice of Exercise shall
     specify the election to exercise this option, the number of shares of Stock
     for which it is being exercised and the form of payment, which must comply
     with Section 5. The Notice of Exercise shall be signed by the person who is
     entitled to exercise this option. If this option is to be exercised by the
     Optionee's representative, the notice shall be accompanied by proof
     (satisfactory to the Company) of the representative's right to exercise
     this option.

20.2 ISSUANCE OF SHARES. After receiving a proper Notice of Exercise, the
     Company shall cause to be issued a certificate or certificates for the
     shares of Stock as to which this option has been exercised, registered in
     the name of the person exercising this option (or in the names of such
     person and his or her spouse as community property or as joint tenants with
     right of survivorship). The Company shall cause such certificate or
     certificates to be held in the Company's custody if they are pledged as
     collateral for a note, or delivered to or upon the order of the person
     exercising this option.

20.3 WITHHOLDING TAXES. If the Company determines that the Company, Parent or a
     Subsidiary is required to withhold any tax as a result of the exercise of
     this option, the Optionee, as a condition to the exercise of this option,
     shall make arrangements satisfactory to the Company to enable it to satisfy
     all withholding requirements. The Optionee shall also make arrangements
     satisfactory to the Company to enable it to satisfy any withholding
     requirements that may arise in connection with the vesting or disposition
     of shares of Stock purchased by exercising this option.



                                       2
<PAGE>


                          SECTION 21: PAYMENT FOR STOCK

21.1 GENERAL RULE. The entire Exercise Price of shares of Stock issued under the
     Plan shall be payable in full by cash or check for an amount equal to the
     aggregate Exercise Price for the number of shares being purchased.
     Alternatively, in the sole discretion of the Plan Administrator and upon
     such terms as the Plan Administrator shall approve, the Exercise Price may
     be paid by:

     21.1.1 CASHLESS EXERCISE. A copy of instructions to a broker directing such
          broker to sell the shares of Stock for which this option is exercised,
          and to remit to the Company the aggregate Exercise Price of such
          option ("CASHLESS EXERCISE");

     21.1.2 STOCK-FOR-STOCK EXERCISE. Paying all or a portion of the Exercise
          Price for the number of shares of Stock being purchased by tendering
          Stock owned by the Participant for at least six months, duly endorsed
          for transfer to the Company, with a Fair Market Value on the date of
          delivery equal to the Exercise Price (or portion) thereof multiplied
          by the number of Shares with respect to which this option is being
          exercised (the "PURCHASE PRICE") aggregate Purchase Price of the
          shares with respect to which this option or portion hereof is
          exercised; or

     21.1.3 ATTESTATION EXERCISE. By a stock for stock exercise by means of
          attestation whereby the Participant identifies for delivery specific
          shares of Stock already owned by Participant for at least six months
          that have a Fair Market Value on the date of attestation equal to the
          Exercise Price or Purchase Price (or portion thereof) and receives a
          number of shares of Stock equal to the difference between the number
          of shares thereby exercised or purchased and the number identified
          attestation shares of Stock.

21.2 WITHHOLDING PAYMENT. The Exercise Price shall include payment of the amount
     of all federal, state, local or other income, excise or employment taxes
     subject to withholding (if any) by the Company, Parent or a Subsidiary as a
     result of the exercise of a Stock Option. The Optionee may pay all or a
     portion of the tax withholding by cash or check payable to the Company, or,
     at the discretion of the Administrator, upon such terms as the
     Administrator shall approve, by (i) cashless exercise; (ii) tendering Stock
     owned by the Participant, duly endorsed for transfer to the Company, with a
     Fair Market Value on the date of delivery equal to the withholding due for
     the number of shares being exercised; (iii) means of attestation whereby
     the Participant identifies for delivery specific shares of Stock already
     owned by Participant that have a Fair Market Value on the date of
     attestation equal to the withholding due for the number of shares being
     exercised; (iv) in the case of an Option, by paying all or a portion of the
     tax withholding for the number of shares being purchased by withholding
     shares from any transfer or payment to the Optionee ("STOCK WITHHOLDING");
     or (v) a combination of one or more of the foregoing payment methods. Any
     shares of Stock issued pursuant to the exercise of an Option and
     transferred by the Optionee to the Company for the purpose of satisfying
     any withholding obligation shall not again be available for purposes of the
     Plan. The Fair Market Value of the number of shares subject to Stock
     withholding shall not exceed an amount equal to the applicable minimum
     required tax withholding rates.

21.3 PROMISSORY NOTE. The Plan Administrator, in its sole discretion, upon such
     terms as the Plan Administrator shall approve, may permit all or a portion
     of the Exercise Price of shares of Stock and/or any federal, state, local
     or other income, excise or employment tax withholding required in
     connection with the issuance of shares of Stock pursuant to the Plan to


                                       3
<PAGE>


     be paid with a full-recourse promissory note. However, in the event there
     is a stated par value of the shares and applicable law requires, the par
     value of the shares, if newly issued, shall be paid in cash or cash
     equivalents. The shares of Stock shall be pledged as security for payment
     of the principal amount of the promissory note and interest thereon.
     Subject to the foregoing, the Plan Administrator (at its sole discretion)
     shall specify the term, interest rate, amortization requirements (if any)
     and other provisions of such note.

21.4 EXERCISE/PLEDGE. In the discretion of the Plan Administrator, upon such
     terms as the Plan Administrator shall approve, payment may be made all or
     in part by the delivery (on a form prescribed by the Plan Administrator) of
     an irrevocable direction to pledge shares of Stock to a securities broker
     or lender approved by the Company, as security for a loan, and to deliver
     all or part of the loan proceeds to the Company in payment of all or part
     of the Exercise Price and any withholding taxes.

                         SECTION 22: TERM AND EXPIRATION

22.1 BASIC TERM. This option shall expire and shall not be exercisable after the
     expiration of the earliest of (i) the Expiration Date specified in the
     Notice of Stock Option Grant, (ii) three months after the date the
     Optionee's Service with the Company, Parent and the Subsidiaries terminates
     if such termination is for any reason other than death, Disability or
     Cause, (iii) one year after the date the Optionee's Service with the
     Company, Parent and Subsidiaries terminates if such termination is a result
     of death or Disability, and (iv) if the Optionee's Service with the
     Company, Parent and Subsidiaries terminates for Cause, all outstanding
     Options granted to such Optionee shall expire as of the commencement of
     business on the date of such termination. Outstanding Options that are not
     exercisable at the time of termination of employment for any reason shall
     expire at the close of business on the date of such termination. The Plan
     Administrator shall have the sole discretion to determine when this option
     is to expire. For any purpose under this Agreement, Service shall be deemed
     to continue while the Optionee is on a bona fide leave of absence, if such
     leave to the extent required by applicable law. To the extent applicable
     law does not require such a leave to be deemed to continue while the
     Optionee is on a bona fide leave of absence, such leave shall be deemed to
     continue if, and only if, expressly provided in writing by the
     Administrator or a duly authorized officer of the Company, Parent or
     Subsidiary for whom Optionee provides his or her services.

22.2 EXERCISE AFTER DEATH. All or part of this option may be exercised at any
     time before its expiration under Section 6.1 above by the executors or
     administrators of the Optionee's estate or by any person who has acquired
     this option directly from the Optionee by beneficiary designation, bequest
     or inheritance, but only to the extent that this option had become
     exercisable before the Optionee's death. Unless otherwise specified in the
     Notice of Stock Option Grant to which this Agreement is attached, when the
     Optionee dies, this option shall expire immediately with respect to the
     number of shares of Stock for which this option is not yet exercisable.

22.3 NOTICE CONCERNING ISO TREATMENT. If this option is designated as an ISO in
     the Notice of Stock Option Grant, it ceases to qualify for favorable tax
     treatment as an ISO to the extent it is exercised (i) more than three
     months after the date the Optionee ceases to be an Employee for any reason
     other than death or permanent and total disability (as defined in Section
     22(e)(3) of the Code), (ii) more than 12 months after the date the Optionee
     ceases to be an Employee by reason of such permanent and total disability
     or (iii) after the Optionee has been



                                       4
<PAGE>


     on a leave of absence for more than 90 days, unless the Optionee's
     reemployment rights are guaranteed by statute or by contract.

                         SECTION 23: RIGHT OF REPURCHASE

23.1 STOCK REPURCHASE RIGHT. Unless they have become vested in accordance with
     the Notice of Stock Option Grant, the Stock acquired under this Agreement
     initially shall be Restricted Stock and shall be subject to a right (but
     not an obligation) of repurchase by the Company, which shall be exercisable
     at a price equal to the lesser of (i) Fair Market Value, or (ii) the
     Exercise Price paid for the Restricted Stock (the "RIGHT OF REPURCHASE").

23.2 CONDITION PRECEDENT TO EXERCISE. The Right of Repurchase shall be
     exercisable over Restricted Stock only during the 90-day period next
     following the later of:

     23.2.1 The date when the Optionee's Service terminates for any reason, with
          or without Cause, including (without limitation) death or disability;
          or

     23.2.2 The date when this option was exercised by the Optionee, the
          executors or administrators of the Optionee's estate or any person who
          has acquired this option directly from the Optionee by bequest,
          inheritance or beneficiary designation.

23.3 LAPSE OF RIGHT OF REPURCHASE. The Right of Repurchase shall lapse with
     respect to the shares of Stock subject to this option in accordance with
     the vesting schedule set forth in the Notice of Stock Option Grant. In
     addition, in the event (i) there is a Change in Control before the
     Optionee's Service terminates and (ii) the Restricted Stock is cancelled
     without substitution of successor stock or payment of any consideration,
     the Right of Repurchase shall lapse and all of the remaining Restricted
     Stock shall become vested.

23.4 EXERCISE OF RIGHT OF REPURCHASE. The Company shall exercise the Right of
     Repurchase by written notice delivered to the Optionee prior to the
     expiration of the 90-day period specified in Section 23.2 above. The notice
     shall set forth the date on which the repurchase is to be effected, which
     must occur within 31 days of the notice. The certificate(s) representing
     the Restricted Stock to be repurchased shall, prior to the close of
     business on the date specified for the repurchase, be delivered to the
     Company (to the extent not already in the Company's custody) properly
     endorsed for transfer; provided, however, that the failure to deliver such
     certificate(s) to the Company shall not prevent the Company from
     repurchasing any non-vested shares of Stock under this Section 23.4. The
     Company shall, concurrently with the receipt of such certificate(s), pay to
     the Optionee the Purchase Price determined according to this Section 23.
     Payment shall be made in cash or cash equivalents or by canceling
     indebtedness to the Company incurred by the Optionee in the purchase of the
     Restricted Stock. The Right of Repurchase shall terminate with respect to
     any Restricted Stock for which it has not been timely exercised pursuant to
     this Section 23.4.

23.5 RIGHTS OF REPURCHASE ADJUSTMENTS. If there is any change in the number of
     outstanding shares of Stock by reason of a stock split, reverse stock
     split, stock dividend, recapitalization, combination, reclassification,
     dissolution or liquidation of the Company, any corporate separation or
     division (including, but not limited to, a split-up, a split-off or a
     spin-off), a merger or consolidation; a reverse merger or similar
     transaction, then (i) any new, substituted or additional securities or
     other property (including money paid other than as an ordinary cash


                                       5
<PAGE>


     dividend) distributed with respect to any Restricted Stock (or into which
     such Restricted Stock thereby become convertible) shall immediately be
     subject to the Right of Repurchase; and (ii) appropriate adjustments to
     reflect the distribution of such securities or property shall be made to
     the number and/or class of the Restricted Stock and to the price per share
     to be paid upon the exercise of the Right of Repurchase; PROVIDED, HOWEVER,
     that the aggregate Purchase Price payable for the Restricted Stock shall
     remain the same.

23.6 TERMINATION OF RIGHTS AS SHAREHOLDER. If the Company makes available, at
     the time and place and in the amount and form provided in this Agreement,
     the consideration for the Restricted Stock to be repurchased in accordance
     with this Section 7.6, then after such time the person from whom such
     Restricted Stock is to be repurchased shall no longer have any rights as a
     holder of such Restricted Stock (other than the right to receive payment of
     such consideration in accordance with this Agreement). Such Restricted
     Stock shall be deemed to have been repurchased in accordance with the
     applicable provisions hereof, whether or not the certificate(s) therefor
     have been delivered as required by this Agreement.

23.7 RETENTION OF RESTRICTED STOCK. The Company shall retain in its custody all
     certificates for Restricted Stock (together with the collateral instruments
     of transfer executed in blank) until such time as the shares represented by
     such certificates are no longer Restricted Stock. Notwithstanding the
     foregoing, if the Company holds a single certificate representing both
     Restricted Stock and shares of Stock that are vested, upon Optionee's
     request (which request shall not be made more frequently than once very six
     months) the Company will cause a certificate representing the Shares of
     Stock that are vested to be delivered to the Participant, but the Company
     will retain a certificate representing the unvested shares of the Stock.
     Any new, substituted or additional securities or other property described
     in Section 23.5 above shall immediately be held in the Company's custody,
     but only to the extent the shares of Stock are at the time nonvested
     Restricted Stock. All regular cash dividends on Restricted Stock (or other
     securities at the time held in escrow) shall be paid directly to the
     Optionee and shall not be held in escrow. Restricted Stock, together with
     any other assets or securities held in escrow hereunder, shall be (i)
     surrendered to the Company for repurchase and cancellation upon the
     Company's exercise of its Right of Repurchase or (ii) released to the
     Optionee upon the Optionee's request to the extent the Shares are no longer
     Restricted Stock (but not more frequently than once every six months). In
     any event, all shares of Stock which have vested (and any other vested
     assets and securities attributable thereto) shall be released within 60
     days after the Optionee's cessation of Service.

23.8 COMPANY'S RIGHT TO ASSIGN. The Company may assign its Right of Repurchase
     to any person or entity chosen in the Company's sole discretion.

                    SECTION 24: LEGALITY OF INITIAL ISSUANCE

     No shares of Stock shall be issued upon the exercise of this option unless
and until the Company has determined that:

24.1 It and the Optionee have taken any actions required to register the shares
     of Stock under the Securities Act of 1933, as amended (the "SECURITIES
     ACT") or to perfect an exemption from the registration requirements
     thereof;



                                       6
<PAGE>


24.2 Any applicable listing requirement of any stock exchange on which Stock is
     listed has been satisfied; and

24.3 Any other applicable provision of state or federal law has been satisfied.

                       SECTION 25: NO REGISTRATION RIGHTS

     The Company may, but shall not be obligated to, register or qualify the
sale of shares of Stock under the Securities Act or any other applicable law.
The Company shall not be obligated to take any affirmative action in order to
cause the sale of shares of Stock under this Agreement to comply with any law.

                      SECTION 26: RESTRICTIONS ON TRANSFER

26.1 SECURITIES LAW RESTRICTIONS. Regardless of whether the offering and sale of
     shares of Stock under the Plan have been registered under the Securities
     Act or have been registered or qualified under the securities laws of any
     state, the Company at its discretion may impose restrictions upon the sale,
     pledge or other transfer of such shares of Stock (including the placement
     of appropriate legends on stock certificates or the imposition of
     stop-transfer instructions) if, in the judgment of the Company, such
     restrictions are necessary or desirable in order to achieve compliance with
     the Securities Act, the securities laws of any state or any other law.

26.2 MARKET STAND-OFF. In the event of an underwritten public offering by the
     Company of its equity securities pursuant to an effective registration
     statement filed under the Securities Act the Optionee shall not sell, make
     any short sale of, loan, hypothecate, pledge, grant any option for the
     repurchase of, transfer the economic consequences of ownership or otherwise
     dispose or transfer for value or otherwise agree to engage in any of the
     foregoing transactions with respect to any Stock without the prior written
     consent of the Company or its underwriters, for such period of time from
     and after the effective date of such registration statement as may be
     requested by the Company or such underwriters (the "MARKET STAND-OFF"). In
     order to enforce the Market Stand-Off, the Company may impose stop-transfer
     instructions with respect to the shares of Stock acquired under this
     Agreement until the end of the applicable stand-off period. If there is any
     change in the number of outstanding shares of Stock by reason of a stock
     split, reverse stock split, stock dividend, recapitalization, combination,
     reclassification, dissolution or liquidation of the Company, any corporate
     separation or division (including, but not limited to, a split-up, a
     split-off or a spin-off), a merger or consolidation; a reverse merger or
     similar transaction, then any new, substituted or additional securities
     which are by reason of such transaction distributed with respect to any
     shares of Stock subject to the Market Stand-Off, or into which such shares
     of Stock thereby become convertible, shall immediately be subject to the
     Market Stand-Off.

26.3 LEGENDS. All certificates evidencing shares of Stock purchased under this
     Agreement in an unregistered transaction shall bear the following legend
     (and such other restrictive legends as are required or deemed advisable
     under the provisions of any applicable law):


                                       7
<PAGE>


         "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
         OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER
         SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS
         COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED."

26.4 REMOVAL OF LEGENDS. If, in the opinion of the Company and its counsel, any
     legend placed on a stock certificate representing shares of Stock sold
     under this Agreement no longer is required, the holder of such certificate
     shall be entitled to exchange such certificate for a certificate
     representing the same number of shares of Stock but without such legend.

26.5 ADMINISTRATION. Any determination by the Company and its counsel in
     connection with any of the matters set forth in this Section 26 shall be
     conclusive and binding on the Optionee and all other persons.

                      SECTION 27: MISCELLANEOUS PROVISIONS

27.1 RIGHTS AS A SHAREHOLDER. Neither the Optionee nor the Optionee's
     representative shall have any rights as a shareholder with respect to any
     shares of Stock subject to this option until the Optionee or the Optionee's
     representative becomes entitled to receive such shares of Stock by filing a
     notice of exercise and paying the Exercise Price pursuant to Section 4 and
     Section 5 hereof.

27.2 ADJUSTMENTS.

     27.2.1 STOCK DIVIDENDS, SPLITS, ETC. If there is any change in the number
          of outstanding shares of Stock by reason of a stock split, reverse
          stock split, stock dividend, recapitalization, combination,
          reclassification, dissolution or liquidation of the Company, any
          corporate separation or division (including, but not limited to, a
          split-up, a split-off or a spin-off), a merger or consolidation; a
          reverse merger or similar transaction, then, then (i) the number
          and/or class of shares subject to this option and (ii) the Exercise
          Price of this option, in effect prior to such change, shall be
          proportionately adjusted to reflect any increase or decrease in the
          number of issued shares of Stock; PROVIDED, HOWEVER, that any
          fractional shares resulting from the adjustment shall be eliminated.

     27.2.2 LIQUIDATION, DISSOLUTION, MERGER OR CONSOLIDATION. In the event of a
          dissolution or liquidation of the Company, or any corporate separation
          or division, including, but not limited to, a split-up, a split-off or
          a spin-off, or a sale of substantially all of the assets of the
          Company; a merger or consolidation in which the Company is not the
          Surviving Entity; or a reverse merger in which the Company is the
          Surviving Entity, but the shares of Company stock outstanding
          immediately preceding the merger are converted by virtue of the merger
          into other property, whether in the form of securities, cash or
          otherwise, then, the Company, to the extent permitted by applicable
          law, but otherwise in its sole discretion may provide for: (i) the
          continuation of this option by the Company (if the Company is the
          Surviving Entity); (ii) the assumption of the Plan and this option by
          the Surviving Entity or its parent; (iii) the substitution by the
          Surviving Entity or its parent of an option with substantially the
          same terms for this option; or (iv) the cancellation of this option
          without payment of any consideration, provided that if this option
          would be canceled in accordance with the foregoing, Optionee shall
          have the right, exercisable during the later of the ten-day period
          ending on the fifth day prior to such merger or


                                       8
<PAGE>


          consolidation or ten days after the Administrator provides the
          Optionee with a notice of cancellation, to exercise this option in
          whole or in part without regard to any installment exercise provisions
          in this Agreement.

27.3 NO RETENTION RIGHTS. Nothing in this option or in the Plan shall confer
     upon the Optionee any right to continue in Service for any period of
     specific duration or interfere with or otherwise restrict in any way the
     rights of the Company (or any Parent or Subsidiary employing or retaining
     the Optionee) or of the Optionee, which rights are hereby expressly
     reserved by each, to terminate his or her Service at any time and for any
     reason, with or without Cause.

27.4 NOTICE. All notices, requests, demands and other communications under this
     Agreement shall be in writing and shall be given to the parties hereto as
     follows:

     If to the Company, to::

                      Universal Detection Technology
                      9595 Wilshire Blvd., Ste. 700
                      Beverly Hills, CA  90212

     If to Purchaser, to the address set forth in the records of the Company.

     Any such notice request, demand or other communication shall be effective
(i) if given by mail, 72 hours after such communication is deposited in the mail
by first-class certified mail, return receipt requested, postage pre-paid,
addressed as aforesaid, or (ii) if given by any other means, when delivered at
the address specified in this Section 27.4.

27.5 ENTIRE AGREEMENT. The Notice of Stock Option Grant, this Agreement and the
     Plan constitute the entire contract between the parties hereto with regard
     to the subject matter hereof. They supersede any other agreements,
     representations or understandings (whether oral or written and whether
     express or implied) that relate to the subject matter hereof.

27.6 CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
     ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ITS
     CHOICE OF LAWS PROVISIONS, AS CALIFORNIA LAWS ARE APPLIED TO CONTRACTS
     ENTERED INTO AND PERFORMED IN SUCH STATE.




                                       9
<PAGE>



                                    EXHIBIT A

                               NOTICE OF EXERCISE

                 (To be signed only upon exercise of the Option)

        Universal Detection Technology
        9595 Wilshire Blvd., Ste. 700
        Beverly Hills, CA  90212

     The undersigned, the holder of the enclosed Stock Option Agreement, hereby
irrevocably elects to exercise the purchase rights represented by the Option and
to purchase thereunder ______* shares of Common Stock of Universal Detection
Technology (the "COMPANY"), and herewith encloses payment of $_______ and/or
_________ shares of the Company's common stock in full payment of the purchase
price of such shares being purchased.


Dated:
      -----------------------

YOUR STOCK MAY BE SUBJECT TO RESTRICTIONS AND FORFEITABLE UNDER THE NOTICE OF
STOCK OPTION GRANT AND STOCK OPTION AGREEMENT

                        (Signature  must conform in all respects to name of
                        holder as specified on the face of the Option)

                        ----------------------------------------------------
                        (Please Print Name)

                        ----------------------------------------------------
                        (Address)


*    Insert the number of shares called for on the face of the Option, or, in
     the case of a partial exercise, the number of shares being exercised, in
     either case without making any adjustment for additional Common Stock of
     the Company, other securities or property that, pursuant to the adjustment
     provisions of the Option, may be deliverable upon exercise.



<PAGE>



                            STOCK PURCHASE AGREEMENT






<PAGE>


                                            STOCK PURCHASE RIGHT ISSUED (#) ____


                           STOCK PURCHASE CERTIFICATE

     THIS IS TO CERTIFY that Universal Detection Technology, a California
corporation (the "COMPANY"), has offered you (the "PURCHASER") the right to
purchase Common Stock (the "Stock" or "SHARES") of the Company under its 2003
Stock Incentive Plan (the "PLAN"), as follows:

Name of Purchaser:
                             ---------------------------------------------------

Address of Purchaser:
                             ---------------------------------------------------



Number of Shares:
                             ---------------------------------------------------

Purchase Price:              $
                              --------------------------------------------------

Offer Grant Date:
                             ---------------------------------------------------

Offer Expiration Date:       15 DAYS AFTER THE OFFER GRANT DATE
                             ---------------------------------------------------

Vesting Commencement Date:
                          ------------------------------------------------------

Vesting Schedule:
                             ---------------------------------------------------

     By your signature and the signature of the Company's representative below,
you and the Company agree to be bound by all of the terms and conditions of the
Stock Purchase Agreement, and which is attached hereto as Annex I and the Plan
(both incorporated herein by this reference as if set forth in full in this
document). By executing this Agreement, you hereby irrevocably elect to exercise
the purchase rights granted pursuant to the Stock Purchase Agreement and to
purchase ________ shares of Stock of Universal Detection Technology, and
herewith encloses payment of $ ____________ in payment of the purchase price of
the shares being purchased.

PURCHASER:                                UNIVERSAL DETECTION TECHNOLOGY

By:_________________________________      By: ________________________________

Print Name: ________________________      Its:________________________________



<PAGE>


                                     ANNEX I


            UNIVERSAL DETECTION TECHNOLOGY 2003 STOCK INCENTIVE PLAN:
                            STOCK PURCHASE AGREEMENT

     This Stock Purchase Agreement (this "AGREEMENT") is made and entered into
on the execution date of the Stock Purchase Certificate to which it is attached
(the "Certificate"), by and between Universal Detection Technology, a California
corporation (the "COMPANY"), and the Director, Employee or Consultant
("PURCHASER") named in the Certificate.

     Pursuant to the Universal Detection Technology 2003 Stock Incentive Plan
(the "Plan"), the Administrator of the Plan has authorized the grant to
Purchaser of the right to purchase shares of the Company's Common Stock, upon
the terms and subject to the conditions set forth in this Agreement and in the
Plan. Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Plan.

                              SECTION 1: THE OFFER.

1.1  OFFER OF THE STOCK. The Company hereby offers to sell to purchaser the
     number of shares of stock set forth in the certificate at the price and
     subject to the restrictions set forth in this Agreement (the shares of
     stock which you purchase under this agreement are referred to as the
     "STOCK" or "SHARES").

1.2  PURCHASE PRICE. The Purchase Price for the Stock is set forth in the
     Certificate.

1.3  PAYMENT FOR THE STOCK. Purchaser may pay for the stock and/or any federal,
     state, local or other income, excise or employment taxes withholding
     required in connection with the stock by delivering to the company the
     purchase price in the form of either (i) cash or a check or (ii) at the
     discretion of Administrator, your promissory note, in the form of the
     Promissory Note attached to this agreement as EXHIBIT A. If Purchaser pays
     for the stock by delivery of the Promissory Note, Purchaser must also
     deliver to the company at the same time one executed copy of both the
     Security Agreement attached as EXHIBIT B and the Stock Assignment attached
     as EXHIBIT C. At the discretion of the Administrator, shares of Stock may
     be awarded under the Plan in consideration for services rendered to the
     Company, a Parent or a Subsidiary prior to the award.

1.4  EXPIRATION OF OFFER. This offer expires at 5:00 o'clock p.m. on the date
     set forth in the certificate.

                       SECTION 2: ACCEPTANCE OF THE OFFER.

     There is no obligation to exercise the rights granted to you under this
Agreement, in whole or in part. Purchaser may purchase fewer shares than the
number offered to Purchaser in this Agreement. If Purchaser decides to accept
the offer and purchase any shares offered, Purchaser must do the following:



                                        1
<PAGE>

2.1  COMPLETE DOCUMENTS. Complete, sign and date one copy of the Certificate,
     and, if Purchaser is paying by delivery of a promissory note, one copy each
     of the attached Promissory Note, Security Agreement and Stock Assignment;

2.2  SPOUSAL CONSENT. If Purchaser is married, Purchaser must have his or her
     spouse sign and date one copy of the attached Spousal Consent; and

2.3 DELIVER TO COMPANY. Deliver to the Company on or before the time the offer
expires, the signed copy of this Agreement, the Spousal Consent, and payment for
the Stock, in cash, by check or by the Promissory Note. If Purchaser is paying
for the stock by the Promissory Note, Purchaser must also deliver to the Company
the executed copies of the Promissory Note, the Security Agreement and the Stock
Assignment.

     Purchaser should retain a copy of all of the signed documents for his or
her files, and if Purchaser does so, Purchaser should mark the retained copy of
the Promissory Note "COPY." THE SIGNED PROMISSORY NOTE IS A NEGOTIABLE
INSTRUMENT AND IS ENFORCEABLE AGAINST PURCHASER BY ANY HOLDER OF THE PROMISSORY
NOTE, AND ANY ADDITIONAL SIGNED COPIES WHICH ARE NOT MARKED "COPY" MAY ALSO BE
NEGOTIABLE INSTRUMENTS WHICH ARE ENFORCEABLE AGAINST PURCHASER BY THEIR HOLDER.

                      SECTION 3: RESTRICTIONS ON THE STOCK.

3.1  RESTRICTIONS ON TRANSFER OF NON-VESTED SHARES. Purchaser agrees, for
     himself or herself and for his or her heirs, successors and assigns, that
     Purchaser shall have no right or power under any circumstance to Transfer
     any interest in shares of the Stock which are "NON-VESTED SHARES," as
     determined by the schedule set forth in the Certificate, except to the
     Company. As used in this Agreement, "VESTED SHARES" means all shares of the
     Stock which Purchaser has the right to Transfer at a specified point in
     time and "NON-VESTED SHARES" means all shares of the Stock which Purchaser
     does not have the right to Transfer at a specified point in time. The
     Certificate sets forth the vesting schedule.

3.2  COMPANY'S REPURCHASE RIGHT.

     3.2.1 SCOPE OF REPURCHASE RIGHT. Unless they have become vested, the Shares
          acquired under this Agreement initially shall be "RESTRICTED STOCK"
          and shall be subject to a right (but not an obligation) of repurchase
          by the Company (the "REPURCHASE RIGHT"). The Purchaser shall not
          transfer, assign, encumber or otherwise dispose of any Restricted
          Stock, except as provided in the following sentence. The Purchaser may
          transfer Restricted Stock:

          3.2.1.1 By will or intestate succession or by transfer by instrument
               to a trust providing that the Restricted Stock is to be passed to
               one or more beneficiaries upon death of the trustor; or

          3.2.1.2 To the Purchaser's "immediate family," as that term is defined
               in the Plan (together, "TRANSFEREE").

PROVIDED, HOWEVER, in either case the Transferee must agree in writing on a form
prescribed by the Company to be bound by all provisions of this Agreement. If
the Purchaser transfers any


                                       2
<PAGE>


Restricted Stock, then this Section 3 will apply to the Transferee to the same
extent as to the Purchaser.

     3.2.2 EXERCISE PERIOD. The Repurchase Right shall be exercisable only
          during the 90-day period following the later of the date when the
          Purchaser's service as an Employee, Outside Director or Consultant
          ("SERVICE") terminates for any reason, with or without cause,
          including (without limitation) death or disability.

     3.2.3 NON APPLICABILITY AND LAPSE OF REPURCHASE RIGHT. The Repurchase Right
          shall lapse with respect to the Shares in accordance with the vesting
          schedule set forth in the Certificate. In addition, in the event (i)
          there is a Change in Control before the Optionee's Service terminates
          and (ii) the Restricted Stock is cancelled without substitution of
          successor stock or payment of any consideration, the Right of
          Repurchase shall lapse and all of the remaining Restricted Stock shall
          become vested.

     3.2.4 REPURCHASE PRICE. Following a termination of the Participant's
          Service, the Repurchase Right shall be exercisable at a price equal to
          the lesser of the (i) Fair Market Value, or (ii) Purchase Price of
          unvested Stock. Following the termination of the Participant's Service
          for Cause, the Repurchase Right shall be exercisable as to both vested
          and unvested Shares at a price equal to the lesser of the (i) Fair
          Market Value, or (ii) the Purchase Price as set forth in the
          Certificate.

     3.2.5 RIGHTS OF REPURCHASE ADJUSTMENTS. If there is any change in the
          number of outstanding shares of Stock by reason of a stock split,
          reverse stock split, stock dividend, recapitalization, combination,
          reclassification, dissolution or liquidation of the Company, any
          corporate separation or division (including, but not limited to, a
          split-up, a split-off or a spin-off), a merger or consolidation; a
          reverse merger or similar transaction, then (i) any new, substituted
          or additional securities or other property (including money paid other
          than as an ordinary cash dividend) distributed with respect to any
          Restricted Stock (or into which such Restricted Stock thereby become
          convertible) shall immediately be subject to the Right of Repurchase;
          and (ii) appropriate adjustments to reflect the distribution of such
          securities or property shall be made to the number and/or class of the
          Restricted Stock and to the price per share to be paid upon the
          exercise of the Right of Repurchase; PROVIDED, HOWEVER, that the
          aggregate Purchase Price payable for the Restricted Stock shall remain
          the same.

     3.2.6 RETENTION OF RESTRICTED STOCK. Purchaser shall immediately deliver to
          the Company each certificate representing Restricted Stock issued to
          Purchaser hereunder, or deemed to be issued to Purchaser hereunder,
          together with the collateral instruments of transfer executed in
          blank, to be held by the Company until such time as all shares
          represented by that certificate become vested and any indebtedness
          with respect to those shares has been paid in full; provided, however,
          that if the Company holds a certificate representing vested shares and
          Restricted Stock, and any indebtedness with respect to the vested
          Stock has been paid in full, upon Purchaser's request the Company will
          cause a certificate representing the vested shares of Stock to be
          delivered to Purchaser, but the Company will retain any certificate
          representing the Restricted Stock. Any new, substituted or additional
          securities or other property with respect to the Restricted Stock
          shall be held in the Company's custody, but only to the extent the
          shares are at the time Restricted Stock. All regular cash dividends on
          Restricted Stock (or other securities at the time held in custody)
          shall be paid directly to the Purchaser and shall not be held in
          custody. Restricted Stock, together with any other assets or
          securities held in custody hereunder,



                                       3
<PAGE>

          shall be surrendered to the Company for repurchase and cancellation
          upon the Company's exercise of its Right of Repurchase and (ii)
          released to the Purchaser upon the Purchaser's request to the extent
          the shares are no longer Restricted Stock (but not more frequently
          than once every six months). In any event, all shares of Stock which
          have vested (and any other vested assets and securities attributable
          thereto) shall be released within 60 days after Purchaser's
          Termination of Service.

3.3 RETENTION OF NON-VESTED SHARES. Purchaser shall immediately deliver to the
Company each certificate representing Non-Vested Shares issued to Purchaser
hereunder, or deemed to be issued to Purchaser hereunder, together with the
collateral instruments of transfer executed in blank, to be held by the Company
until such time as all shares represented by that certificate are Vested Shares
and any indebtedness with respect to those shares has been paid in full;
PROVIDED, HOWEVER, that if the Company holds a certificate representing Vested
Shares and Non-Vested Shares, and any indebtedness with respect to the Vested
Shares has been paid in full, upon Purchaser's request the Company will cause a
certificate representing the Vested Shares to be delivered to Purchaser, but the
Company will retain any certificate representing the Non-Vested Shares.

3.4 NON-COMPLYING TRANSFERS. Every attempted Transfer of any shares of the Stock
in violation of this Section 3 shall be null and void AB INITIO, and of no force
or effect.

                    SECTION 4: LEGENDS ON STOCK CERTIFICATES.

     Purchaser agrees that the Company may place on each certificate
representing Shares the following legend:

        "THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD,
        TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
        EXCEPT IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER
        AND THE REGISTERED HOLDER OF THIS CERTIFICATE, WHICH AGREEMENT PROVIDES,
        AMONG OTHER THINGS, THAT THE ISSUER HAS A RIGHT TO REPURCHASE THE
        SECURITIES EVIDENCED BY THIS CERTIFICATE. A COPY OF THAT AGREEMENT IS ON
        FILE AT THE PRINCIPAL OFFICE OF THE ISSUER."


                 SECTION 5: WAIVER OF RIGHTS TO PURCHASE STOCK.

     By signing this Agreement, Purchaser acknowledges and agrees that neither
the Company nor any other person or entity is under any obligation to sell or
transfer to Purchaser any option or equity security of the Company, other than
the shares of Stock subject to this Agreement and any other right or option to
purchase Stock which was previously granted in writing to Purchaser by the Board
(or a committee thereof). By signing this Agreement, except as provided in the
immediately preceding sentence, Purchaser specifically waives all rights he or
she may have had prior to the date of this Agreement to receive any option or
equity security of the Company.

                         SECTION 6: GENERAL PROVISIONS.

6.1  FURTHER ASSURANCES. Purchaser shall promptly take all actions and execute
     all documents requested by the Company which the Company deems to be
     reasonably necessary to effectuate the terms and intent of this Agreement.
     Any sale or transfer of the Stock to Purchaser by the Company shall be made
     free of any and all claims, encumbrances, liens and restrictions of every
     kind, other than those imposed by this Agreement.

6.2  NOTICES. All notices, requests, demands and other communications under this
     Agreement shall be in writing and shall be given to the parties hereto as
     follows:

     If to the Company, to::

                      Universal Detection Technology
                      9595 Wilshire Blvd., Ste. 700
                      Beverly Hills, CA  90212

     If to Purchaser, to the address set forth in the records of the Company.

     6.2.1 Any such notice request, demand or other communication shall be
          effective (i) if given by mail, 72 hours after such communication is
          deposited in the mail by first-class certified mail, return receipt
          requested, postage pre-paid, addressed as aforesaid, or (ii) if given
          by any other means, when delivered at the address specified in this
          Section 6.2.

6.3  TRANSFER OF RIGHTS UNDER THIS AGREEMENT. The Company may at any time
     transfer and assign its rights and delegate its obligations under this
     Agreement to any other person, Company, firm or entity, including its
     officers, Directors and shareholders, with or without consideration.

6.4  PURCHASE RIGHTS NON TRANSFERABLE. Purchaser may not sell, transfer, assign
     or otherwise dispose of any rights hereunder except by will or the laws of
     descent and distribution and the rights hereunder may be exercised during
     the lifetime of Purchaser only by the Purchaser or by his or her guardian
     or legal representative.

6.5  MARKET STAND-OFF. In the event of an underwritten public offering by the
     Company of its equity securities pursuant to an effective registration
     statement filed under the Act Purchaser shall not Transfer for value any
     shares of Stock without the prior written consent of the Company or its
     underwriters, for such period of time from and after the effective date of
     such registration statement as may be requested by the Company or such
     underwriters (the "MARKET STAND-OFF"). In order to enforce the Market
     Stand-Off, the Company may impose stop-transfer instructions with respect
     to the Shares acquired under this Agreement until the end of the applicable
     stand-off period. If there is any change in the number of outstanding
     shares of Stock by reason of a stock split, reverse stock split, stock
     dividend, recapitalization, combination, reclassification, dissolution or
     liquidation of the Company, any corporate separation or division
     (including, but not limited to, a split-up, a split-off or a spin-off), a
     merger or consolidation; a reverse merger or similar transaction, then any
     new, substituted or additional securities which are by reason of such
     transaction distributed with respect to any Shares subject to the Market
     Stand-Off, or into which such Shares thereby become convertible, shall
     immediately be subject to the Market Stand-Off.



                                       5
<PAGE>


6.6  ADJUSTMENTS

     6.6.1 STOCK DIVIDENDS, SPLITS, ETC If there is any change in the number of
          outstanding shares of Stock by reason of a stock split, reverse stock
          split, stock dividend, recapitalization, combination,
          reclassification, dissolution or liquidation of the Company, any
          corporate separation or division (including, but not limited to, a
          split-up, a split-off or a spin-off), a merger or consolidation; a
          reverse merger or similar transaction, then (i) any new, substituted
          or additional securities or other property (including money paid other
          than as an ordinary cash dividend) distributed with respect to any
          Restricted Stock (or into which such Restricted Stock thereby become
          convertible) shall immediately be subject to the Repurchase Right; and
          (ii) appropriate adjustments to reflect the distribution of such
          securities or property shall be made to the number and/or class of the
          Restricted Stock and to the price per share to be paid upon the
          exercise of the Repurchase Right; PROVIDED, HOWEVER, that the
          aggregate purchase price payable for the Restricted Stock shall remain
          the same.

     6.6.2 LIQUIDATION, DISSOLUTION, MERGER OR CONSOLIDATION. In the event of a
          dissolution or liquidation of the Company, or any corporate separation
          or division, including, but not limited to, a split-up, a split-off or
          a spin-off, or a sale of substantially all of the assets of the
          Company; a merger or consolidation in which the Company is not the
          Surviving Entity; or a reverse merger in which the Company is the
          Surviving Entity, but the shares of Company stock outstanding
          immediately preceding the merger are converted by virtue of the merger
          into other property, whether in the form of securities, cash or
          otherwise, then, the Company, to the extent permitted by applicable
          law, but otherwise in its sole discretion may provide for: (i) the
          continuation this Purchase Right by the Company (if the Company is the
          Surviving Entity); (ii) the assumption of the Plan and this Purchase
          Right by the Surviving Entity or its parent; (iii) the substitution by
          the Surviving Entity or its parent of a purchase right with
          substantially the same terms for such this Purchase Right; or (iv) the
          cancellation of this Purchase Right without payment of any
          consideration, provided that if this Purchase Right would be canceled
          in accordance with the foregoing, the Purchaser shall have the right,
          exercisable during the later of the ten-day period ending on the fifth
          day prior to such merger or consolidation or ten days after the
          Administrator provides the Purchaser with a notice of cancellation, to
          exercise this Purchase Right in whole or in part without regard to any
          installment exercise provisions in this Agreement.

6.7  SUCCESSORS AND ASSIGNS. Except to the extent this Agreement is specifically
     limited by the terms and provisions of this Agreement, this Agreement shall
     be binding upon and inure to the benefit of the parties hereto and their
     respective successor, assigns, heirs and personal representatives.

6.8  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
     ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ITS
     CHOICE OF LAW PROVISIONS, AS CALIFORNIA LAWS ARE APPLIED TO CONTRACTS
     ENTERED INTO AND PERFORMED IN SUCH STATE.

6.9  SEVERABILITY. Should any paragraph or any part of a paragraph within this
     Stock Purchase Agreement be rendered void, invalid or unenforceable by any
     court of law for any reason, such invalidity or unenforceability shall not
     void or render invalid or unenforceable any other paragraph or part of a
     paragraph in this Stock Purchase Agreement.



                                       5
<PAGE>


6.10 THE PLAN. This Agreement is made pursuant to the Plan, and it is intended,
     and shall be interpreted in a manner, to comply herewith. Any provision of
     this Agreement inconsistent with the Plan shall be superseded and governed
     by the Plan.

6.11 MISCELLANEOUS. Title and captions contained in this Agreement are inserted
     for convenience and reference only and do not constitute a part of this
     Agreement for any purpose.


                                       7
<PAGE>



                                 SPOUSAL CONSENT

     The undersigned spouse of __________________________ does hereby consent to
the execution of the foregoing Agreement by _____________________, and the
performance by him (or her) of his (or her) obligations thereunder.

DATED:
       ---------------              --------------------------------------------
                                                          (Signature)


<PAGE>


                                    EXHIBIT A
                                 PROMISSORY NOTE

$________________                                          Date:_______________

     FOR VALUE RECEIVED, the undersigned promises to pay to Universal Detection
Technology, a California corporation (the "COMPANY"), the principal sum of
$_______________ with interest from the date hereof on the unpaid principal
balance at the rate of _______% per annum, compounded annually. Accrued but
unpaid interest under this Note shall be due and payable annually on the date
immediately preceding the anniversary of this Note, at the rate of ____% per
annum, and the unpaid principal balance and any remaining accrued but unpaid
interest shall be due and payable on _______________, _____.

     All sums paid hereunder shall be paid in lawful money of the United States
of America at the principal executive offices of the Company or at such other
place as the holder of this Note shall have designated to the undersigned in
writing. The principal amount of this Note may be paid in whole or in part (in
either case with any interest accrued through the date of payment) at any time
or from time to time, prior to maturity, without penalty or charge for
prepayment. All sums paid hereunder shall be applied first to any unpaid
interest and then to the principal amount then outstanding.

     If service of the undersigned with the Company is terminated for any
reason, with or without cause, the holder of this Note shall be entitled at its
option to demand payment of the full principal amount of this Note then unpaid,
together with all interest accrued thereon to the date of payment, by delivery
to the undersigned of written demand. Not later than 30 days after delivery of
such demand the undersigned shall pay the principal amount together with all
accrued interest.

     The undersigned shall pay to the holder of this Note reasonable attorneys'
fees and all costs and other expenses (including, without limitation, fees,
costs and expenses of litigation) incurred by the holder in enforcing this Note.
This Note is secured by a Security Agreement of even date herewith between the
Company and the undersigned. The holder of this Note is entitled to the benefits
of the Security Agreement and may enforce the agreements of the undersigned
contained therein and exercise the remedies provided for thereby or otherwise
available with respect to this Note.

BORROWER



--------------------------------------
Print name and Address:




<PAGE>


                                    EXHIBIT B
                               SECURITY AGREEMENT

     THIS SECURITY AGREEMENT (the "SECURITY AGREEMENT") is made and entered into
as of the ___ day of ______________, ____, between Universal Detection
Technology, a California corporation ("LENDER") and ___________________
("DEBTOR").

     A. Debtor has concurrently herewith purchased from Lender _____ shares of
Lender's Stock (the "STOCK") pursuant to that certain Stock Purchase Agreement,
dated ________________, ____, between Lender and Debtor (the "PURCHASE
AGREEMENT") and has made payment therefor by delivery of Debtor's promissory
note of even date herewith (the "NOTE").

     B. Debtor and Lender desire to have Debtor grant to Lender a security
interest in the collateral described below as security for Debtor's performance
of the terms and conditions of the Purchase Agreement, the Note and this
Security Agreement.

     NOW, THEREFORE, on the basis of the above facts and in consideration of the
mutual covenants and agreements set forth below, Lender and Debtor agree as
follows:

                     SECTION 1: GRANT OF SECURITY INTEREST.

     As security for Debtor's full and faithful performance of each and all of
its obligations and liabilities under the Note, and any and all modifications,
extensions or renewals thereof, the Purchase Agreement and this Security
Agreement, Debtor hereby grants and assigns to Lender a continuing security
interest in and to the Stock, and all stock dividends, cash dividends,
liquidating dividends, new securities and all other property, moneys and rights
to which Debtor may become entitled on account thereof (the "COLLATERAL").

                   SECTION 2: PERFECTION OF SECURITY INTEREST.

     To perfect Lender's security interest in and lien on the Collateral, Debtor
shall, upon the execution of this Agreement, immediately deliver to Lender,
together with collateral instruments of transfer executed in blank, all
certificates representing the Stock to be held by Lender until released pursuant
to Section 6 hereof.

                               SECTION 3: DEFAULT.

3.1  At the sole and exclusive option of Lender, upon an Event of Default (as
     defined in Section 3.2 below) Lender may exercise any or all of the rights
     and remedies of a secured party under the California Uniform Commercial
     Code, as amended from time to time. All rights and remedies of Lender shall
     be cumulative and may be exercised successively or concurrently and without
     impairment of Lender's interest in the Collateral.

3.2  As used herein, an Event of Default ("EVENT OF DEFAULT") shall mean any of
     the following:



                                       1
<PAGE>



     3.2.1 The failure of Debtor to perform any of its obligations under the
          Purchase Agreement, the Note or this Security Agreement; or

     3.2.2 The occurrence of one or more of the following: (i) Debtor becoming
          the subject of any case or action or order for relief under the
          Bankruptcy Reform Act of 1978; (ii) the filing by Debtor of a petition
          or answer to take advantage of any bankruptcy, reorganization,
          insolvency, readjustment of debts, dissolution or liquidation law or
          statute, or the filing of any answer admitting the material
          allegations of a petition filed against Debtor in any proceeding under
          any such law or the taking of any action by Debtor for the purpose of
          effecting the foregoing; the appointment of a trustee, receiver or
          custodian of Debtor or any of Debtor's material assets or properties;
          (iii) Debtor making an assignment for the benefit of creditors; or
          (iv) the occurrence of any other act by Debtor or Debtor's creditors
          which Lender reasonably determines may jeopardize Debtor's ability to
          pay the Note or perform Debtor's obligations under the Purchase
          Agreement or this Security Agreement.

              SECTION 4: WARRANTIES AND REPRESENTATIONS OF DEBTOR.

     Debtor hereby represents and warrants that the Collateral is free and clear
of any security interest, lien, restriction or encumbrance and that he has the
full right and power to transfer the Collateral to Lender free and clear thereof
and to enter into and carry out the Purchase Agreement, the Note and this
Security Agreement.

                          SECTION 5: POWER OF ATTORNEY.

     Debtor hereby appoints Lender's Secretary as his true and lawful
attorney-in-fact to transfer the Collateral or cause it to be transferred on
Lender's books whenever Lender determines in its sole and absolute discretion
that such transfer is necessary or advisable to protect its rights or interests
under this Security Agreement.

                      SECTION 6: RELEASE OF THE COLLATERAL.

     Within five days following receipt by Lender of the unpaid principal amount
of the Note from Debtor, Lender shall release from its security interest
hereunder and deliver or cause to be delivered to Debtor the Stock.

                               SECTION 7: WAIVERS.

     No waiver by Lender of any breach or default by Debtor under the Purchase
Agreement, the Note or this Security Agreement shall be deemed a waiver of any
breach or default thereafter occurring, and the taking of any action by Lender
shall not be deemed an election of that action in exclusion of any other action.
The rights, privileges, remedies and options granted to Lender under this
Security Agreement or under any applicable law shall be deemed cumulative and
may be exercised successively or concurrently.


                                       2
<PAGE>



                         SECTION 8: GENERAL PROVISIONS.

8.1  NOTICES. All notices, requests, demands or other communications under this
     Security Agreement shall be in writing and shall be given to parties hereto
     as follows:

     8.1.1 If to the Company, to:

               Universal Detection Technology
               9595 Wilshire Blvd., Ste. 700
               Beverly Hills, CA  90212

     8.1.2 If to Debtor, to the address set forth in the records of the Company,
          or such other address as may be furnished by either such party in
          writing to the other party hereto.

     8.1.3 Any such notice, request, demand or other communication shall be
          effective (i) if given by mail, 72 hours after such communication is
          deposited in the mail by first-class certified mail, return receipt
          requested, postage prepaid, addressed as aforesaid, or (ii) if given
          by any other means, when delivered at the address specified in this
          Section 8.

8.2  SUCCESSORS AND ASSIGNS. This Security Agreement shall be binding upon and
     inure to the benefit of the parties hereto and their respective successors,
     assigns, heirs and personal representatives.

8.3  SEVERABILITY. Should any paragraph or any part of a paragraph within this
     Security Agreement be rendered void, invalid or unenforceable by any court
     of law for any reason, such invalidity or unenforceability shall not void
     or render invalid or unenforceable any other paragraph or part of a
     paragraph in this Security Agreement.

8.4  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
     ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ITS
     CHOICE OF LAW PROVISIONS, AS CALIFORNIA LAWS ARE APPLIED TO CONTRACTS
     ENTERED INTO AND PERFORMED IN SUCH STATE.

8.5  ENTIRE AGREEMENT. The making, execution and delivery of this Security
     Agreement by the parties hereto have been induced by no representations,
     statements, warranties or agreements other than those herein expressed.
     This Security Agreement, the Purchase Agreement and the Note embody the
     entire understanding of the parties and there are no further or other
     agreements or understandings, written or oral, in effect between the
     parties relating to the subject matter hereof, unless expressly referred to
     by reference herein.

8.6  MISCELLANEOUS. Titles and captions contained in this Security Agreement are
     inserted for convenience of reference only and do not constitute part of
     this Security Agreement for any other purpose.


                                       3
<PAGE>



     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Security Agreement as of the date first above written.


DEBTOR:                                 LENDER:   UNIVERSAL DETECTION TECHNOLOGY



---------------------------------       By:
(Sign)                                      ------------------------------------

                                        Its:
                                            ------------------------------------

---------------------------------
(Please print name and address)



                                       4
<PAGE>



                                    EXHIBIT C
                                STOCK ASSIGNMENT
                            SEPARATE FROM CERTIFICATE


     For Value Received, _________________________________ ("HOLDER") hereby
sells, assigns and transfers unto
_____________________________________________________ (________) shares (the
"SHARES") of the Stock of Universal Detection Technology, a California
corporation (the "COMPANY"), held of record by Holder and represented by
Certificate No. ______, and hereby irrevocably constitutes and appoints as
Holder's attorney to transfer the Shares on the books of the Company, with full
power of substitution in the premises.

     THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ANY ALTERATION OR
ADDITION OR ANY OTHER CHANGE.

Dated
      -----------------------

                                            ------------------------------------
                                            (Signature of Holder)


                                            ------------------------------------

                                            ------------------------------------
                                            (Please print name and address)


SIGNATURE GUARANTEED BY:
(Holder's signature must be guaranteed by a
bank, a trust company or a brokerage firm):



--------------------------------------------


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