EXHIBIT
10.1






UNIVERSAL
DETECTION TECHNOLOGY


____________________





FORM





Debt
Conversion Agreement


____________________





Noteholder:Note
      Amount:
              Outstanding
      Principal:
            $_____
              $_____Interest
      Rate:
            __%Date
      of Note:
            ______Maturity:
            ______Accrued
      Interest:
            $_____





________________________________________





[Date]





AGREEMENT





This
Agreement (the “Agreement”) is entered into by and between Universal Detection
Technology (the “Issuer”) and [NAME](the “Noteholder”) on the date first shown
above. The Noteholder confirms that pursuant to the note dated _________ (the
“Note”) in the principal amount of $_______ with an interest rate of __% per
annum and a maturity date of _______, the Issuer owes the Noteholder a balance
of $____ including principal and accrued interest as of ____.




The
Noteholder further agrees to convert the following amount of principal and
interest (the “Conversion Amount”) due under the Note into shares of common
stock of the Issuer (“Shares”), no par value, at the price stated below. The
parties anticipate that the Shares will be eligible for resale pursuant to Rule
144.




Principal
      Being Converted:
            $_____Interest
      Being Converted:
            $_____Conversion
      Price:
            $_____Number
      of Shares to Be Issued:
            ______







The
Noteholder is surrendering for conversion that portion of the principal and
interest due under the Note represented by the Conversion Amount and is not
furnishing any other or additional consideration to the Issuer. The Noteholder
hereby waives, releases, relinquishes and discharges the Issuer of any and all
claims and causes of action it now has or that may hereafter arise with respect
to the Conversion Amount and agrees to accept the Shares as full satisfaction
thereof. No claims are reserved with respect to the Conversion Amount, and the
Noteholder expressly waives any and all rights related thereto, except for those
provided for herein, that it may have under the provisions of California Civil
Code Section 1542, which provides:




“A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.”




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The
Noteholder acknowledges and agrees that this Agreement and the waiver set forth
herein are valid and binding on the Noteholder in accordance with the terms
hereof. The Noteholder represents and warrants that:




·
            It
      has the requisite authority to execute and deliver this Agreement and that
      the person executing and delivering this Agreement has been duly
      authorized by the Noteholder to do
so;




·
            It
      is not, and has not been for the three months preceding the date hereof,
      an affiliate of the Issuer and will not hold more than 10% of the issued
      and outstanding Shares upon consummation of the conversion contemplated
      hereby; and




·
            It
      has not assigned or transferred, or purported to assign or transfer, the
      Note or any right or claim in connection therewith to any other
      person.




This
Agreement shall be governed by the laws of the State of California, without
regard to the conflict of laws principles thereof. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. This Agreement may not be modified or amended except by
a writing signed by both parties hereto. This Agreement may be executed in
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement. This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter
hereof.








Agreed
      to and accepted by:
              
              UNIVERSAL
      DETECTION TECHNOLOGY
            NOTEHOLDER/s/ Jacques
      Tizabi
            _________________________By: Jacques Tizabi,
      CEO






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