UNIVERSAL DETECTION TECHNOLOGY









                       CODE OF BUSINESS CONDUCT AND ETHICS





<PAGE>




                                TABLE OF CONTENTS


FORWARD .....................................................................ii

INTRODUCTION..................................................................1

COMPLIANCE WITH LAWS..........................................................3

        ANTITRUST LAWS........................................................3

        ANTICORRUPTION LAWS...................................................3

        IMPORT-EXPORT LAWS AND ANTIBOYCOTT LAWS...............................4

CONFLICTS OF INTEREST.........................................................4

        DOING BUSINESS WITH FAMILY MEMBERS....................................5

        OWNERSHIP IN OTHER BUSINESSES.........................................5

        SERVICE ON BOARDS.....................................................6

        BUSINESS OPPORTUNITIES................................................6

GIFTS AND ENTERTAINMENT.......................................................7

        ACCEPTING GIFTS AND ENTERTAINMENT.....................................7

        GIVING GIFTS AND ENTERTAINING.........................................8

FAIR DEALING..................................................................8

SECURITIES LAWS AND INSIDER TRADING...........................................8

RESPONDING TO INQUIRIES FROM THE PRESS AND OTHERS............................10

POLITICAL ACTIVITY...........................................................10

SAFEGUARDING CORPORATE ASSETS................................................10

EQUAL EMPLOYMENT OPPORTUNITY AND ANTI-HARASSMENT.............................11

HEALTH, SAFETY AND THE ENVIRONMENT...........................................12

ACCURACY OF COMPANY RECORDS..................................................12

RECORD RETENTION.............................................................13

ADMINISTRATION OF THE CODE...................................................13

ASKING FOR HELP AND REPORTING CONCERNS.......................................15


NOTE: THIS CODE AND RELATED POLICIES ARE CURRENT AS OF MARCH 29, 2004. IN
ADOPTING AND PUBLISHING THESE GUIDELINES, YOU SHOULD NOTE THAT (1) IN SOME
RESPECTS OUR POLICIES MAY EXCEED MINIMUM LEGAL REQUIREMENTS OR INDUSTRY
PRACTICE, AND (2) NOTHING CONTAINED IN THIS CODE SHOULD BE CONSTRUED AS A
BINDING DEFINITION OR INTERPRETATION OF A LEGAL REQUIREMENT OR INDUSTRY
PRACTICE.

To obtain additional copies of this code, you may contact (310) 248-3655.


                                       i
<PAGE>



                                     FORWARD

To all employees:

     Our company is founded on our commitment to the highest ethical principles
and standards. We value honesty and integrity above all else. Upholding these
commitments is essential to our continued success.

     The law and the ethical principles and standards that comprise this code of
conduct must guide our actions. The code is, of course, broadly stated. Its
guidelines are not intended to be a complete listing of detailed instructions
for every conceivable situation. Instead, it is intended to help you develop a
working knowledge of the laws and regulations that affect your job.

     Adhering to this code is essential. I have personally taken the time to
study it carefully and I encourage you to do the same. I have also signed a
statement confirming that I have read this code carefully, and I expect you to
do the same by signing the confirmation form that appears on the final page.

     Ultimately, our most valuable asset is our reputation. Complying with the
principles and standards contained in this code is the starting point for
protecting and enhancing that reputation. Thank you for your commitment!



                                            JACQUES TIZABI
                                            CHIEF EXECUTIVE OFFICER



                                       ii
<PAGE>


INTRODUCTION

     All of our employees, officers and directors must read and use this code of
conduct to ensure that each business decision follows our commitment to the
highest ethical standards and the law. Adherence to this code and to our other
official policies is essential to maintaining and furthering our reputation for
fair and ethical practices among our customers, shareholders, employees and
communities.

     It is the responsibility of every one of us to comply with all applicable
laws and regulations and all provisions of this code and the related policies
and procedures. Each of us must report any violations of the law or this code.
Failure to report violations and failure to follow the provisions of this code
may have serious legal consequences and will be disciplined by the company.
Discipline may include termination of your employment.

     This code summarizes certain laws and the ethical policies that apply to
all of our employees, officers, and directors. Several provisions in this code
refer to more detailed policies that either (1) concern more complex company
policies or legal provisions or (2) apply to select groups of individuals within
our company. If these detailed policies are applicable to you, it is important
that you read, understand, and be able to comply with them. If you have
questions as to whether any detailed policies apply to you, contact your
immediate supervisor.

     Situations that involve ethics, values, and violations of certain laws are
often very complex. No single code of conduct can cover every business situation
that you will encounter. Consequently, we have implemented the compliance
procedures outlined in the sections of this code entitled "Administration of the
Code" and "Asking for Help and Reporting Concerns." The thrust of our procedures
is WHEN IN DOUBT, ASK. If you do not understand a provision of this code, are
confused as to what actions you should take in a given situation, or wish to
report a violation of the law or this code, you should follow those compliance
procedures. Those procedures will generally direct you to talk to either your
immediate supervisor. There are few situations that cannot be resolved if you
discuss them with your immediate supervisor in an open and honest manner.

     After reading this code, you should:

     o    Have a thorough knowledge of the code's terms and provisions.

     o    Be able to recognize situations that present legal or ethical
          dilemmas.

     o    Be able to deal effectively with questionable situations in conformity
          with this code.

     In order to be able to accomplish these goals, we recommend that you take
the following steps:

     o    Read the entire code of conduct thoroughly.

     o    If there are references to more detailed policies that are not
          contained in this code, obtain and read those policies if they apply
          to you.



                                       1
<PAGE>


     o    Think about how the provisions of this code apply to your job, and
          consider how you might handle situations to avoid illegal, improper,
          or unethical actions.

     o    If you have questions, ask your immediate supervisor.

     When you are faced with a situation and you are not clear as to what action
you should take, ask yourself the following questions:

     o    Is the action legal?

     o    Does the action comply with this code?

     o    How will your decision affect others, including our customers,
          shareholders, employees and the community?

     o    How will your decision look to others? If your action is legal but can
          result in the appearance of wrongdoing, consider taking alternative
          steps.

     o    How would you feel if your decision were made public? Could the
          decision be honestly explained and defended?

     o    Have you contacted your immediate supervisor regarding the action?

     PLEASE NOTE THAT THIS CODE IS NOT AN EMPLOYMENT CONTRACT AND DOES NOT
MODIFY THE EMPLOYMENT RELATIONSHIP BETWEEN US AND YOU. WE DO NOT CREATE ANY
CONTRACTUAL OR LEGAL RIGHTS OR GUARANTEES BY ISSUING THESE POLICIES, AND WE
RESERVE THE RIGHT TO AMEND, ALTER AND TERMINATE POLICIES AT ANY TIME AND FOR ANY
REASON.


                                       2
<PAGE>


COMPLIANCE WITH LAWS
--------------------------------------------------------------------------------

     Our policy is to behave in an ethical manner and comply with all laws,
rules, and government regulations that apply to our business. Although we
address several important legal topics in this code, we cannot anticipate every
possible situation or cover every topic in detail. It is your responsibility to
know and follow the law and conduct yourself in an ethical manner. It is also
your responsibility to report any violations of the law or this code. You may
report such violations by following the compliance procedures contained in the
section of the code entitled "Asking for Help and Reporting Concerns."

ANTITRUST LAWS

     Antitrust laws are designed to ensure a fair and competitive marketplace by
prohibiting various types of anticompetitive behavior. Some of the most serious
antitrust offenses occur between competitors, such as agreements to fix prices
or to divide customers, territories, or markets. Accordingly, it is important to
avoid discussions with our competitors regarding pricing, terms and conditions,
costs, marketing plans, customers, and any other proprietary or confidential
information. Foreign countries often have their own body of antitrust laws, so
our international operations may also be subject to antitrust laws of other
foreign countries.

     Unlawful agreements need not be written. They can be based on informal
discussions or the mere exchange of information with a competitor. If you
believe that a conversation with a competitor enters an inappropriate area, end
the conversation at once.

     Whenever any question arises as to application of antitrust laws, you
should consult with legal counsel, and any agreements with possible antitrust
implications should be made only with the prior approval of legal counsel.

ANTICORRUPTION LAWS

     Conducting business with governments is not the same as conducting business
with private parties. What may be considered an acceptable practice in the
private business sector may be improper or illegal when dealing with government
officials. Improper or illegal payments to government officials are prohibited.
"Government officials" includes employees of any government anywhere in the
world, even low-ranking employees or employees of government-controlled
entities, as well as political parties and candidates for political office. If
you deal with such persons or entities, you should consult with our Chief
Executive Officer to be sure that you understand these laws before providing
anything of value to a government official.

     If you are involved in transactions with foreign government officials, you
must comply not only with the laws of the country with which you are involved
but also with the U.S. Foreign Corrupt Practices Act. This act makes it illegal
to pay, or promise to pay money or anything of value to any non-U.S. government
official for the purpose of directly or indirectly obtaining or retaining
business. This ban on illegal payments and bribes also applies to agents or
intermediaries who use funds for purposes prohibited by the statute.


                                       3
<PAGE>


     In some countries it is permissible to pay government employees for
performing certain required duties. These facilitating payments, as they are
known, are small sums paid to facilitate or expedite routine, non-discretionary
government actions, such as obtaining phone service or an ordinary license. In
contrast, a bribe, which is never permissible, is giving or offering to give
anything of value to a government official to influence a discretionary
decision. Understanding the difference between a bribe and a facilitating
payment is very important. You must have approval from our Chief Executive
Officer before making any payment or gift to a foreign government official.

IMPORT-EXPORT LAWS AND ANTIBOYCOTT LAWS

     Our company is committed to complying fully with all applicable U.S. laws
governing imports, exports, and the conduct of business with non-U.S. entities.
These laws contain limitations on the types of products that may be imported
into the United States and the manner of importation. They also prohibit exports
to, and most other transactions with, certain countries as well as cooperation
with or participation in foreign boycotts of countries that are not boycotted by
the United States.

     THIS DISCUSSION IS NOT COMPREHENSIVE AND YOU ARE EXPECTED TO FAMILIARIZE
YOURSELF WITH ALL LAWS AND REGULATIONS RELEVANT TO YOUR POSITION WITH US, AS
WELL AS ALL OUR RELATED WRITTEN POLICIES ON THESE LAWS AND REGULATIONS. To this
end, our Chief Executive Officer is available to answer your calls and
questions. If you have any questions concerning any possible reporting or
compliance obligations, or with respect to your own duties under the law, you
should not hesitate to call and seek guidance from our Chief Executive Officer.


CONFLICTS OF INTEREST
--------------------------------------------------------------------------------

     All of us must be able to perform our duties and exercise judgment on
behalf of our company without influence or impairment, or the appearance of
influence or impairment, due to any activity, interest or relationship that
arises outside of work. Put more simply, when our loyalty to our company is
affected by actual or potential benefit or influence from an outside source, a
conflict of interest exists. We should all be aware of any potential influences
that impact or appear to impact our loyalty to our company. In general, you
should avoid situations where your personal interests conflict, or appear to
conflict, with those of our company.

     Any time you believe a conflict of interest may exist, you must disclose
the potential conflict of interest to your immediate supervisor. Any activity
that is approved, despite the actual or apparent conflict, must be documented. A
potential conflict of interest that involves an executive officer must be
approved by our Board of Directors. A potential conflict of interest involving
an officer with the title of Vice President and above must be approved by our
Chief Executive Officer.

     It is not possible to describe every conflict of interest, but some
situations that could cause a conflict of interest include:


                                       4
<PAGE>


     o    Doing business with family members.

     o    Having a financial interest in another company with whom we do
          business.

     o    Taking a second job.

     o    Managing your own business.

     o    Serving as a director of another business.

     o    Being a leader in some organizations.

     o    Diverting a business opportunity from our company to another company.

DOING BUSINESS WITH FAMILY MEMBERS

     A conflict of interest may arise if family members work for a supplier,
customer, or other third party with whom we do business. It also may be a
conflict if a family member has a significant financial interest in a supplier,
customer, or other third party with whom we do business. A "significant
financial interest" is defined below. Before doing business on our behalf with
an organization in which a family member works or has a significant financial
interest, an employee must disclose the situation to his or her immediate
supervisor and discuss it with them. Document the approval if it is granted. If
the only interest you have in a customer or supplier is because a family member
works there, then you do not need to disclose the relationship or obtain prior
approval unless you deal with the customer or supplier.

"Family members" include your:

          o    Spouse    o Brothers or sisters

          o    Parents   o In-laws

          o    Children  o Life partner

     Employing relatives or close friends who report directly to you may also be
a conflict of interest. Although our company encourages employees to refer
candidates for job openings, employees who may influence a hiring decision must
avoid giving an unfair advantage to anyone with whom they have a personal
relationship.

OWNERSHIP IN OTHER BUSINESSES

     Our investments can cause a conflict of interest. In general, you should
not own, directly or indirectly, a significant financial interest in any company
that does business with us or seeks to do business with us. You also should not
own a significant financial interest in any of our competitors.

     Two tests determine if a "significant financial interest" exists:


                                       5
<PAGE>


     o    You or a family member owns more than 1% of the outstanding stock of a
          business or you or a family member has or shares discretionary
          authority with respect to the decisions made by that business, or

     o    The investment represents more than 5% of your total assets or of your
          family member's total assets.

If you or a family member has a significant financial interest in a company with
whom we do business or propose to do business, that interest must be approved by
your immediate supervisor prior to the transaction.

     Notwithstanding the foregoing, non-employee directors of our company and
their family members may have significant financial interests in or be
affiliates of suppliers, customers, competitors, and third parties with whom we
do business or propose to do business. However, a director must:

     o    disclose any such relationship promptly after the director becomes
          aware of it,

     o    remove himself or herself from any Board activity that directly
          impacts the relationship between our company and any such company with
          respect to which the director has a significant financial interest or
          is an affiliate, and

     o    obtain prior approval of our Board of Directors for any transaction of
          which the director is aware between our company and any such company.

SERVICE ON BOARDS

     Serving as a director of another corporation may create a conflict of
interest. Being a director or serving on a standing committee of some
organizations, including government agencies, also may create a conflict.

     Before accepting an appointment to the board or a committee of any
organization whose interests may conflict with our company's interests, you must
discuss it with our Board of Directors and obtain their approval. This rule does
not apply to non-employee directors of our company.

BUSINESS OPPORTUNITIES

     Business opportunities relating to the kinds of products and services we
usually sell or the activities we typically pursue that arise during the course
of your employment or through the use of our property or information belong to
us. Similarly, other business opportunities that fit into our strategic plans or
satisfy our commercial objectives that arise under similar conditions also
belong to us. You may not direct these kinds of business opportunities to our
competitors, to other third parties or to other businesses that you own or are
affiliated with.


                                       6
<PAGE>


LOANS

     Unlawful extensions of credit by our company in the form of personal loans
to our executive officers and directors are prohibited. All other loans by our
company to, or guarantees by our company of obligations of, officers with the
title of Vice President or above must be made in accordance with established
company policies approved by our Board of Directors or its designated committee.


GIFTS AND ENTERTAINMENT
--------------------------------------------------------------------------------

     We are dedicated to treating fairly and impartially all persons and firms
with whom we do business. Therefore, our employees must not give or receive
gifts, entertainment, or gratuities that could influence or be perceived to
influence business decisions. Misunderstandings can usually be avoided by
conduct that makes clear that our company conducts business on an ethical basis
and will not seek or grant special considerations.

ACCEPTING GIFTS AND ENTERTAINMENT

     You should never solicit a gift or favor from those with whom we do
business. You may not accept gifts of cash or cash equivalents.

     You may accept novelty or promotional items or modest gifts related to
commonly recognized occasions, such as a promotion, holiday, wedding or
retirement, if:

     o    this happens only occasionally,

     o    the gift was not solicited,

     o    disclosure of the gift would not embarrass our company or the people
          involved, and

     o    the value of the gift is under $100.

     You may accept an occasional invitation to a sporting activity,
entertainment, or meal if:

     o    there is a valid business purpose involved,

     o    this happens only occasionally, and

     o    the activity is of reasonable value and not lavish.

     If you are asked to attend an overnight event, you must obtain prior
approval from our Chief Executive Officer.


                                       7
<PAGE>


GIVING GIFTS AND ENTERTAINING

     Gifts of nominal value (under $100) and reasonable entertainment for
customers, potential customers and other third parties with whom we do business
are permitted. However, any gift or entertainment must:

     o    support our company's legitimate business interests,

     o    be reasonable and customary, not lavish or extravagant, and

     o    not embarrass our company or the recipient if publicly disclosed.

     Under no circumstances can any bribe, kickback, or illegal payment or gift
of cash or cash equivalents be made. Also, special rules apply when dealing with
government employees. These are discussed in this code under "Compliance with
Laws - Anticorruption Laws." If you are not sure whether a specific gift or
entertainment is permissible, contact your immediate supervisor.


FAIR DEALING
--------------------------------------------------------------------------------

     We have built a reputation as a trustworthy and ethical member of our
community and our industry. We are committed to maintaining the highest levels
of integrity and fairness within our company. When we fail to negotiate,
perform, or market in good faith, we may seriously damage our reputation and
lose the loyalty of our customers. You must conduct business honestly and fairly
and not take unfair advantage of anyone through any misrepresentation of
material facts, manipulation, concealment, abuse of privileged information,
fraud, or other unfair business practice.


SECURITIES LAWS AND INSIDER TRADING
--------------------------------------------------------------------------------

     Because we are a public company, we are subject to a number of laws
concerning the purchase and sale of our stock and other publicly traded
securities. Regardless of your position with us, if you are aware of what is
known as "material inside information" regarding our company, business, affairs
or prospects, you may not disclose that information to anyone outside our
company, and you are not allowed to buy or sell our stock or other
publicly-traded securities until the material inside information is known not
only by individuals within our company, but also by the general public. The
improper use of material inside information is known as insider trading. Insider
trading is a criminal offense and is strictly prohibited.

     "Material inside information" is any information concerning us that is not
available to the general public and which an investor would likely consider to
be important in making a decision whether to buy, sell, or hold our stock or
other securities. A good rule of thumb to determine whether information about us
is material inside information is whether or not the release of that


                                       8
<PAGE>


information to the public would have an effect on the price of our stock.
Examples of material inside information include information concerning earnings
estimates, changes in previously released earnings estimates, a pending stock
split, dividend changes, significant merger, acquisition or disposition
proposals, major litigation, the loss or acquisition of a major contract, and
major changes in our management. Material inside information is no longer deemed
"inside" information once it is publicly disclosed and the market has had
sufficient time to absorb the information. Examples of effective public
disclosure are the filing of such inside information with the Securities and
Exchange Commission, or the printing of such information in THE WALL STREET
JOURNAL or other publications of general circulation, in each case giving the
investing public a fair amount of time to absorb and understand our disclosures.

     In addition to being prohibited from buying or selling our stock or other
publicly-traded securities when you are in possession of material inside
information, you are also prohibited from disclosing such information to anyone
else (including friends and family members) in order to enable them to trade on
the information. In addition, if you acquire material inside information about
another company due to your relationship with us, you may not buy or sell that
other company's stock or other securities until such information is publicly
disclosed and sufficiently disseminated into the marketplace.

     The following are general guidelines to help you comply with our insider
trading policy:

     o    Do not share material inside information with people within our
          company whose jobs do not require them to have the information.

     o    Do not disclose any non-public information, material or otherwise,
          concerning our company to anyone outside our company unless required
          as part of your duties and the person receiving the information has a
          reason to know the information for company business purposes.

     o    If you have material inside information regarding us, or regarding any
          other publicly traded company that you obtained from your employment
          or relationship with us, you must not buy or sell, or advise anyone
          else to buy or sell, our securities or that other company's
          securities, until such information is publicly disclosed and
          sufficiently disseminated into the marketplace.

     Penalties for trading on or communicating material inside information are
severe. If you are found guilty of an insider trading violation, you can be
subject to civil and even criminal liability. In addition to being illegal, we
believe that insider trading is unethical and will be dealt with firmly, which
may include terminating your employment with us and reporting violations to
appropriate authorities.


                                       9
<PAGE>


RESPONDING TO INQUIRIES FROM THE PRESS AND OTHERS
--------------------------------------------------------------------------------

     Our company is subject to laws that govern the timing of our disclosures of
material information to the public and others. Only certain designated employees
may discuss our company with the news media, securities analysts and investors.
All inquiries from outsiders regarding financial or other information about our
company should be referred to our Chief Executive Officer.


POLITICAL ACTIVITY
--------------------------------------------------------------------------------

     We will fully comply with all political contribution laws. Our funds may
not be used for contributions of any kind to any political party or committee or
to any candidate or holder of any government position (national, state or local)
unless such contribution is permitted by law and complies with our company
policy. Please contact our Chief Executive Officer to determine whether a
specific company contribution is permitted.

     It is against our policy for you to lobby our other employees on behalf of
a political candidate during the work day. It is also against our policy to
reimburse an employee for any political contributions or expenditures. Outside
normal office hours, you are free to participate in political campaigns on
behalf of candidates or issues of your choosing, as well as make personal
political contributions.


SAFEGUARDING CORPORATE ASSETS
--------------------------------------------------------------------------------

     We have a responsibility to protect company assets entrusted to us from
loss, theft, misuse, and waste. Company assets and funds may be used only for
business purposes and may never be used for illegal purposes. If you become
aware of theft, waste, or misuse of our assets or funds or have any questions
about your proper use of them, you should speak immediately with your immediate
supervisor.

     It is also important that you protect the confidentiality of Company
information. Confidential or proprietary information includes all information
that is not generally known to the public and is helpful to the company, or
would be helpful to competitors. Proprietary information should be marked
accordingly, kept secure and access limited to those who have a need to know in
order to do their jobs.

     Our business relations are built on trust, and our customers and suppliers
count on that trust. If you learn information from them that is not otherwise
public, you should keep that information confidential also.


                                       10
<PAGE>


     We must all be sensitive to the impact of comments made over the Internet
through public forums such as chat rooms and bulletin boards. In such forums,
you may not post any information about the company including comments about our
products, stock performance, operational strategies, financial results,
customers or competitors, even in response to a false statement or question.
This applies whether you are at work or away from the office. Our company owns
all e-mail messages that are sent from or received through the company's
systems. We may monitor your messages and may be required to disclose them in
the case of litigation or governmental inquiry.


EQUAL EMPLOYMENT OPPORTUNITY AND ANTI-HARASSMENT
--------------------------------------------------------------------------------

     We are committed to providing equal employment opportunities for all our
employees and will not tolerate any speech or conduct that is intended to, or
has the effect of, discriminating against or harassing any qualified applicant
or employee because of his or her race, color, religion, sex (including
pregnancy, childbirth or related medical conditions), national origin, age,
physical or mental disability, veteran status, or any characteristic protected
by law. We will not tolerate discrimination or harassment by anyone - managers,
supervisors, co-workers, vendors, or our customers. This policy extends to every
phase of the employment process, including: recruiting, hiring, training,
promotion, compensation, benefits, transfers, discipline and termination,
layoffs, recalls, and company-sponsored educational, social and recreational
programs, as applicable. If you observe conduct that you believe is
discriminatory or harassing, or if you feel you have been the victim of
discrimination or harassment, you should notify our Chief Executive Officer
immediately.

     Not only do we forbid unlawful discrimination, we take affirmative action
to ensure that applicants are employed, and employees are treated during
employment, without regard to their race, color, religion, sex (including
pregnancy, childbirth or related medical conditions), national origin, age,
physical or mental disability, veteran status, or any characteristic protected
by law.

     One of the tenants of this code, however, is that all employees are
accountable for promoting equal opportunity practices within our company. We
must do this not just because it is the law, but because it is the right thing
to do.

     We will not retaliate against any employee for filing a good faith
complaint under our anti-discrimination and anti-harassment policies or for
cooperating in an investigation and will not tolerate or permit retaliation by
management, employees, or co-workers. To the fullest extent possible, the
company will keep complaints and the terms of their resolution confidential. If
an investigation confirms harassment or discrimination has occurred, the company
will take corrective action against the offending individual, including such
discipline up to and including immediate termination of employment, as
appropriate.


                                       11
<PAGE>


HEALTH, SAFETY AND THE ENVIRONMENT
--------------------------------------------------------------------------------

     We are committed to providing safe and healthy working conditions by
following all occupational health and safety laws governing our activities.

     We believe that management and each and every employee have a shared
responsibility in the promotion of health and safety in the workplace. You
should follow all safety laws and regulations, as well as company safety
policies and procedures. You should immediately report any accident, injury or
unsafe equipment, practices, or conditions.

     You also have an obligation to carry out company activities in ways that
preserve and promote a clean, safe, and healthy environment. You must strictly
comply with the letter and spirit of applicable environmental laws and the
public policies they represent.

     The consequences of failing to adhere to environmental laws and policies
can be serious. Our company, as well as individuals, may be liable not only for
the costs of cleaning up pollution, but also for significant civil and criminal
penalties. You should make every effort to prevent violations from occurring and
report any violations to your immediate supervisor.


ACCURACY OF COMPANY RECORDS
--------------------------------------------------------------------------------

     All information you record or report on our behalf, whether for our
purposes or for third parties, must be done accurately and honestly. All of our
records (including accounts and financial statements) must be maintained in
reasonable and appropriate detail, must be kept in a timely fashion, and must
appropriately reflect our transactions. Falsifying records or keeping unrecorded
funds and assets is a severe offense and may result in prosecution or loss of
employment. When a payment is made, it can only be used for the purpose spelled
out in the supporting document.

     Information derived from our records is provided to our shareholders and
investors as well as government agencies. Thus, our accounting records must
conform not only to our internal control and disclosure procedures but also to
generally accepted accounting principles and other laws and regulations, such as
those of the Internal Revenue Service and the Securities and Exchange
Commission. Our public communications and the reports we file with the
Securities and Exchange Commission and other government agencies should contain
information that is full, fair, accurate, timely, and understandable in light of
the circumstances surrounding disclosure.

     Our internal and external auditing functions help ensure that our financial
books, records, and accounts are accurate. Therefore, you should provide our
accounting department, internal auditing staff, audit committee and independent
public accountants with all pertinent information that they may request. We
encourage open lines of communication with our audit committee, accountants and
auditors and require that all our personnel cooperate with them to the maximum


                                       12
<PAGE>


extent possible. It is unlawful for you to fraudulently influence, induce,
coerce, manipulate or mislead our independent public accountants for the purpose
of making our financial statements misleading.

     If you are unsure about the accounting treatment of a transaction or
believe that a transaction has been improperly recorded or you otherwise have a
concern or complaint regarding an accounting matter, our internal accounting
controls, or an audit matter, you should confer with your immediate supervisor
or our chief financial officer, or you may submit your concern, on an anonymous
basis, to the Audit Committee of our Board of Directors.


RECORD RETENTION
--------------------------------------------------------------------------------

     Our records should be retained or discarded in accordance with our record
retention policies and all applicable laws and regulations. From time to time we
are involved in legal proceedings that may require us to make some of our
records available to third parties. Our legal counsel will assist us in
releasing appropriate information to third parties and provide you (or your
immediate supervisor) with specific instructions. It is a crime to alter,
destroy, modify, or conceal documentation or other objects that are relevant to
a government investigation or otherwise obstruct, influence or impede an
official proceeding. The law applies equally to all of our records, including
formal reports as well as informal data such as e-mail, expense reports, and
internal memos. If the existence of a subpoena or a pending government
investigation is known or reported to you, you should immediately contact our
Chief Executive Officer and you must retain all records that may pertain to the
investigation or be responsive to the subpoena.


ADMINISTRATION OF THE CODE
--------------------------------------------------------------------------------

DISTRIBUTION

     All of our directors, officers, and employees will receive a copy of this
code when they join our company. Updates of the code will be distributed to all
directors, officers, and employees.

ROLE OF SUPERVISORS AND OFFICERS

     Supervisors and officers have important roles under this code and are
expected to demonstrate their personal commitment to this code by fostering a
workplace environment that promotes compliance with the code and by ensuring
that employees under their supervision participate in our company's compliance
training programs.


                                       13
<PAGE>


REPORTING VIOLATIONS

     All employees are obliged to report violations of this code or the law and
to cooperate in any investigations into such violations. We prefer that you give
your identity when reporting violations, to allow the company to contact you in
the event further information is needed to pursue an investigation, and your
identity will be maintained in confidence to the extent practicable under the
circumstances and consistent with enforcing this code. However, you may
anonymously report violations.

INVESTIGATIONS

     We will initiate a prompt investigation following any credible indication
that a breach of law or this code may have occurred. We will also initiate
appropriate corrective action as we deem necessary, which may include notifying
appropriate authorities.

DISCIPLINARY ACTION

     If you violate any provision of this code, you may be subject to
disciplinary action, up to and including discharge. Please be aware that we may
seek civil remedies from you and if your violation results in monetary loss to
us, you may be required to reimburse us for that loss. If you are involved in a
violation, the fact that you reported the violation, together with the degree of
cooperation displayed by you and whether the violation is intentional or
unintentional, will be given consideration in our investigation and any
resulting disciplinary action.

NO RETALIATION

     We will not retaliate against anyone who, in good faith, notifies us of a
possible violation of law or this code, nor will we tolerate any harassment or
intimidation of any employee who reports a suspected violation. In addition,
there are federal "whistleblower" laws that are designed to protect employees
from discrimination or harassment for providing information to us or
governmental authorities, under certain circumstances, with respect to certain
laws such as those governing workplace safety, the environment, securities
fraud, and federal law relating to fraud against shareholders.

APPROVALS

     Approvals required under this code should be documented.

WAIVERS

     Any request for a waiver of this code must be submitted in writing to our
compliance officer who has authority to decide whether to grant a waiver.
However, a waiver of any provision of this code for a director or an executive
officer must be approved by our Board of Directors or its designated committee
and will be promptly disclosed to the extent required by law or regulation.

CERTIFICATIONS

     All new employees must sign a certificate confirming that they have read
and understand this code. We will also require an annual certification of
compliance with the code by all


                                       14
<PAGE>


officers with the title of Vice President or above. However, failure to read the
code or sign a confirmation certificate does not excuse you from complying with
this code.


ASKING FOR HELP AND REPORTING CONCERNS
--------------------------------------------------------------------------------

     We take this code seriously and consider its enforcement to be among our
highest priorities, but we also acknowledge that it is sometimes difficult to
know right from wrong. That's why we encourage open communication. WHEN IN
DOUBT, ASK. Whenever you have a question or concern, are unsure about what the
appropriate course of action is, or if you believe that a violation of the law
or this code has occurred:

     o    You should talk with your immediate supervisor. He or she may have the
          information you need, or may be able to refer the matter to an
          appropriate source, including legal counsel as circumstances warrant.

     o    If you are uncomfortable talking with your immediate supervisor, you
          may also contact any manager in our company with whom you feel
          comfortable, or our Chief Executive Officer.

     o    In addition, if you have concerns or complaints about accounting or
          audit matters or our internal accounting controls, you may confer with
          your immediate supervisor or our Chief Financial Officer, or you may
          submit your concern or complaint, on an anonymous basis, to the Audit
          Committee of our Board of Directors.



                                       15
<PAGE>


                            CONFIRMATION CERTIFICATE

     I have been provided with a copy of the Code of Business Conduct and Ethics
of Universal Detection Technology. I acknowledge that I have read the code and
understand my responsibilities under it. I further acknowledge that I should
follow the compliance procedures described in the code if I have any questions
or concerns.



                              --------------------------------------------------
                              Employee Name:
                                            ------------------------------------
                              Date:
                                   ---------------------------------------------



                                       1