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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
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