UNIVERSAL DETECTION TECHNOLOGY 2009 EQUITY INCENTIVE PLAN

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EXHIBIT 4.1



                         UNIVERSAL DETECTION TECHNOLOGY
                          2009 EQUITY INCENTIVE PLAN II


       Universal Detection Technology, Inc. hereby adopts the 2009 Equity
         Incentive Plan II, effective as of May 13, 2009, as follows:

                                    SECTION 1
                        BACKGROUND, PURPOSE AND DURATION

      1.1 BACKGROUND AND EFFECTIVE DATE. The Plan provides for the granting of
Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights
(or SARs), Restricted Stock, Performance Units, Performance Shares, and other
stock awards. The Plan is adopted and effective as of May 13, 2009. The
Company will seek shareholder approval in the manner and to the degree required
under Applicable Laws. If the Company fails to obtain shareholder approval of
the Plan within twelve (12) months after the date this Plan is adopted by the
Board, pursuant to Section 422 of the Code, any Option granted as an Incentive
Option at any time under the Plan will not qualify as an Incentive Option within
the meaning of the Code and will be deemed to be a Non-Statutory Option.

      1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to promote the
success, and enhance the value, of the Company by aligning the interests of
Participants with those of the Company's shareholders, and by providing
Participants with an incentive for outstanding performance. The Plan is further
intended to provide flexibility to the Company in its ability to motivate,
attract, and retain the services of outstanding individuals, upon whose
judgment, interest, and special effort the success of the Company largely is
dependent.

      1.3 DURATION OF THE PLAN. The Plan shall commence on the date specified in
Section 1.1 and, subject to Section 12 (concerning the Board's right to amend or
terminate the Plan), shall remain in effect thereafter.

                                    SECTION 2
                                   DEFINITIONS

      The following words and phrases shall have the following meanings unless a
different meaning is plainly required by the context:

      2.1 "1934 ACT" means the Securities Exchange Act of 1934, as amended.
Reference to a specific section of the Exchange Act or regulation thereunder
shall include such section or regulation, any valid regulation promulgated under
such section, and any comparable provision of any future legislation or
regulation amending, supplementing or superseding such section or regulation.

      2.2 "AFFILIATE" means any corporation or any other entity (including, but
not limited to, partnerships and joint ventures) controlling, controlled by, or
under common control with the Company (e.g., a parent or subsidiary of the
Company).

      2.3 "AFFILIATED SAR" means an SAR that is granted in connection with a
related Option, and which automatically will be deemed to be exercised at the
same time that the related Option is exercised.

      2.4 "APPLICABLE LAWS" means the requirements relating to the
administration of equity plans under U. S. state corporate laws, U.S. federal
and state securities laws, the Code, any stock exchange or quotation system on
which the Shares are listed or quoted and the applicable laws of any foreign
country or jurisdiction where Awards are, or will be, granted under the Plan.

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      2.5 "AWARD" means, individually or collectively, a grant under the Plan of
Nonqualified Stock Options, Incentive Stock Options, SARs, Restricted Stock,
Performance Units, Performance Shares, or Shares.

      2.6 "AWARD AGREEMENT" means the written agreement setting forth the terms
and provisions applicable to each Award granted under the Plan.

      2.7 "BOARD" OR "BOARD OF DIRECTORS" means the Board of Directors of the
Company.

      2.8 "CHANGE IN CONTROL" is defined in Section 15.4.

      2.9 "CODE" means the Internal Revenue Code of 1986, as amended. Reference
to a specific section of the Code or regulation thereunder shall include such
section or regulation, any valid regulation promulgated under such section, and
any comparable provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation.

      2.10 "COMMITTEE" means the committee appointed by the Board to administer
the Plan pursuant to Section 3.1, or if no committee has been so appointed, then
Committee means the Board.

      2.11 "COMPANY" means Universal Detection Technology, a California
corporation, or any successor thereto.

      2.12 "CONSULTANT" means an individual who provides significant bona fide
services to the Company and/or an Affiliate.

      2.13 "DIRECTOR" means any individual who is a member of the Board of
Directors of the Company.

      2.14 "DISABILITY" means a permanent and total disability within the
meaning of Code Section 22(e)(3).

      2.15 "EMPLOYEE" means an employee of the Company or of an Affiliate,
whether such employee is so employed at the time the Plan is adopted or becomes
so employed subsequent to the adoption of the Plan.

      2.16 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended. Reference to a specific section of ERISA shall include such section,
any valid regulation promulgated thereunder, and any comparable provision of any
future legislation amending, supplementing or superseding such section.

      2.17 "FAIR MARKET VALUE" means as of any date, the value of a Share
determined as follows:

            (a) If the Shares are listed on any established stock exchange or a
national market system, its Fair Market Value shall be the closing sales price
for such Share (or the closing bid, if no sales were reported) as quoted on such
exchange or system on the day of, or the last market trading day prior to, the
day of determination, as reported in The Wall Street Journal or such other
source as the Committee deems reliable;


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            (b) If the Shares are regularly quoted by a recognized securities
dealer but selling prices are not reported, the Fair Market Value of the Share
shall be the mean between the high bid and low asked prices for the Shares on
the day of, or the last market trading day prior to, the day of determination,
as reported in The Wall Street Journal or such other source as the Committee
deems reliable; or

            (c) the Fair Market Value shall be determined in good faith by the
Committee.

      2.18 "FREESTANDING SAR" means a SAR that is granted independently of any
Option.

      2.19 "INCENTIVE STOCK OPTION" OR "ISO" means an option to purchase Shares,
which is designated as an Incentive Stock Option and is intended to meet the
requirements of Section 422 of the Code.

      2.20 "NONQUALIFIED STOCK OPTION" or "NQSO" means an option to purchase
Shares which is not intended to be an Incentive Stock Option.

      2.21 "OPTION" means an Incentive Stock Option or a Nonqualified Stock
Option.

      2.22 "OPTION PRICE" means the price at which a Share may be purchased
pursuant to an Option.

      2.23 "PARTICIPANT" means an Employee, Consultant or Director who has an
outstanding Award.

      2.24 "PERFORMANCE SHARE" means an Award granted to an Employee pursuant to
Section 8 having an initial value equal to the Fair Market Value of a Share on
the date of grant.

      2.25 "PERFORMANCE UNIT" means an Award granted to an Employee pursuant to
Section 8 having an initial value (other than the Fair Market Value of a Share)
that is established by the Committee at the time of grant.

      2.26 "PERIOD OF RESTRICTION" means the period during which the transfer of
Shares of Restricted Stock are subject to restrictions.

      2.27 "PLAN" means the Universal Detection Technology 2009 Equity Incentive
Plan II, as set forth in this instrument and as hereafter amended from time to
time.

      2.28 "RESTRICTED STOCK" means an Award granted to a Participant pursuant
to Section 7.

      2.29 "RETIREMENT" means, in the case of an Employee, a Termination of
Employment by reason of the Employee's retirement at or after age 62.

      2.30 "RULE 16B-3" means Rule 16b-3 promulgated under the 1934 Act, and any
future regulation amending, supplementing or superseding such regulation.

      2.31 "SECTION 16 PERSON" means a person who, with respect to the Shares,
is subject to Section 16 of the 1934 Act.

      2.32 "SHARES" means the shares of common stock of the Company.

      2.33 "STOCK APPRECIATION RIGHT" OR "SAR" means an Award, granted alone or
in connection with a related Option, that pursuant to the terms of Section 7 is
designated as an SAR.


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      2.34 "SUBSIDIARY" means any "subsidiary corporation" (other than the
Company) as defined in Code Section 424(f).

      2.35 "TANDEM SAR" means an SAR that is granted in connection with a
related Option, the exercise of which shall require forfeiture of the right to
purchase an equal number of Shares under the related Option (and when a Share is
purchased under the Option, the SAR shall be canceled to the same extent).

      2.36 "TERMINATION OF EMPLOYMENT" means a cessation of the
employee-employer or director or other service arrangement relationship between
an Employee, Consultant or Director and the Company or an Affiliate for any
reason, including, but not by way of limitation, a termination by resignation,
discharge, death, Disability, Retirement, or the disaffiliation of an Affiliate,
but excluding any such termination where there is a simultaneous reemployment or
re-engagement by the Company or an Affiliate.

                                    SECTION 3
                                 ADMINISTRATION

      3.1 THE COMMITTEE. The Plan shall be administered by the Board of
Directors or by a committee of the Board that meets the requirements of this
Section 3.1 (hereinafter referred to as "THE COMMITTEE"). The Committee shall
consist of not less than two (2) Directors. The members of the Committee shall
be appointed from time to time by, and shall serve at the pleasure of, the Board
of Directors. At such time as the Company has independent directors, any
Committee shall be comprised solely of Directors who are both "outside
directors" under Rule 16b-3 and "independent directors" under the requirements
of any national securities exchange or system upon which the Shares are then
listed and/or traded.

      3.2 AUTHORITY OF THE COMMITTEE. The Committee shall have all powers and
discretion necessary or appropriate to administer the Plan and to control its
operation, including, but not limited to, the power (a) to determine which
Employees, Consultants and Directors shall be granted Awards, (b) to prescribe
the terms and conditions of such Awards, (c) to interpret the Plan and the
Awards, (d) to adopt rules for the administration, interpretation and
application of the Plan as are consistent therewith, and (e) to interpret, amend
or revoke any such rules.

            The Committee, in its sole discretion and on such terms and
conditions as it may provide, may delegate all or any part of its authority and
powers under the Plan to one or more directors and/or officers of the Company;
PROVIDED, HOWEVER, that the Committee may not delegate its authority and powers
with respect to Section 16 Persons.

      3.3 DECISIONS BINDING. All determinations and decisions made by the
Committee shall be final, conclusive, and binding on all persons, and shall be
given the maximum deference permitted by law.

                                    SECTION 4
                           SHARES SUBJECT TO THE PLAN

      4.1 SHARES AVAILABLE.

            4.1.1 MAXIMUM SHARES AVAILABLE UNDER PLAN. The aggregate number of
Shares available for issuance under the Plan may not exceed Sixty Million
(60,000,000) Shares. Such shares may be authorized but unissued shares.


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            4.1.2 ADJUSTMENTS. All Share numbers in this Section 4.1 are subject
to adjustment as provided in Section 15.

      4.2 NUMBER OF SHARES. The following rules will apply for purposes of the
determination of the number of Shares available for grant under the Plan:

            (a) While an Award is outstanding, it shall be counted against the
authorized pool of Shares, regardless of its vested status.

            (b) The grant of an Option, Restricted Stock or Shares shall reduce
the Shares available for grant under the Plan by the number of Shares subject to
such Award.

            (c) The grant of a Tandem SAR shall reduce the number of Shares
available for grant by the number of Shares subject to the related Option (i.e.,
there is no double counting of Options and their related Tandem SARs); PROVIDED,
HOWEVER, that, upon the exercise of such Tandem SAR, the authorized Share pool
shall be credited with the appropriate number of Shares representing the number
of shares reserved for such Tandem SAR less the number of Shares actually
delivered upon exercise thereof or the number of Shares having a Fair Market
Value equal to the cash payment made upon such exercise.

            (d) The grant of an Affiliated SAR shall reduce the number of Shares
available for grant by the number of Shares subject to the SAR, in addition to
the number of Shares subject to the related Option; PROVIDED, HOWEVER, that,
upon the exercise of such Affiliated SAR, the authorized Share pool shall be
credited with the appropriate number of Shares representing the number of shares
reserved for such Affiliated SAR less the number of Shares actually delivered
upon exercise thereof or the number of Shares having a Fair Market Value equal
to the cash payment made upon such exercise.

            (e) The grant of a Freestanding SAR shall reduce the number of
Shares available for grant by the number of Freestanding SARs granted; PROVIDED,
HOWEVER, that, upon the exercise of such Freestanding SAR, the authorized Share
pool shall be credited with the appropriate number of Shares representing the
number of shares reserved for such Freestanding SAR less the number of Shares
actually delivered upon exercise thereof or the number of Shares having a Fair
Market Value equal to the cash payment made upon such exercise.

            (f) The Committee shall in each case determine the appropriate
number of Shares to deduct from the authorized pool in connection with the grant
of Performance Units and/or Performance Shares.

            (g) To the extent that an Award is settled in cash rather than in
Shares, the authorized Share pool shall be credited with the appropriate number
of Shares having a Fair Market Value equal to the cash settlement of the Award.

      4.3 LAPSED AWARDS. If an Award is cancelled, terminates, expires, or
lapses for any reason (with the exception of the termination of a Tandem SAR
upon exercise of the related Option, or the termination of a related Option upon
exercise of the corresponding Tandem SAR), any Shares subject to such Award
again shall be available to be the subject of an Award.

                                    SECTION 5
                                  STOCK OPTIONS

      5.1 GRANT OF OPTIONS. Options may be granted to Employees, Consultants and
Directors at any time and from time to time, as determined by the Committee in
its sole discretion. The Committee, in its sole discretion, shall determine the
number of Shares subject to Options granted to each Participant. The Committee
may grant ISOs, NQSOs, or a combination thereof.


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      5.2 AWARD AGREEMENT. Each Option shall be evidenced by an Award Agreement
that shall specify the Option Price, the expiration date of the Option, the
number of Shares to which the Option pertains, any conditions to exercise of the
Option, and such other terms and conditions as the Committee, in its discretion,
shall determine. The Award Agreement also shall specify whether the Option is
intended to be an ISO or a NQSO.

      5.3 OPTION PRICE. Subject to the provisions of this Section 5.3, the
Option Price for each Option shall be determined by the Committee in its sole
discretion.

            5.3.1 NONQUALIFIED STOCK OPTIONS. In the case of a Nonqualified
Stock Option, the Option Price shall be not less than one hundred percent (100%)
of the Fair Market Value of a Share on the date that the Option is granted.

            5.3.2 INCENTIVE STOCK OPTIONS. In the case of an Incentive Stock
Option, the Option Price shall be not less than one hundred percent (100%) of
the Fair Market Value of a Share on the date that the Option is granted;
PROVIDED, HOWEVER, that if at the time that the Option is granted, the Employee
(together with persons whose stock ownership is attributed to the Employee
pursuant to Section 424(d) of the Code) owns stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or any of
its Subsidiaries, the Option Price shall be not less than one hundred and ten
percent (110%) of the Fair Market Value of a Share on the date that the Option
is granted.

            5.3.3 SUBSTITUTE OPTIONS. Notwithstanding the provisions of Sections
5.3.1 and 5.3.2, in the event that the Company or an Affiliate consummates a
transaction described in Section 424(a) of the Code (e.g., the acquisition of
property or stock from an unrelated corporation), persons who become Employees,
Consultants or Directors on account of such transaction may be granted Options
in substitution for options granted by their former employer. If such substitute
Options are granted, the Committee, in its sole discretion, may determine that
such substitute Options shall have an exercise price less than 100% of the Fair
Market Value of the Shares on the date the Option is granted.

      5.4 EXPIRATION OF OPTIONS. Unless the applicable stock option agreement
provides otherwise, each Option shall terminate upon the first to occur of the
events listed in Section 5.4.1, subject to Section 5.4.2.

            5.4.1 EXPIRATION DATES.

                  (a) The date for termination of the Option set forth in the
Award Agreement; or

                  (b) The expiration of ten years from the date the Option was
granted, or

                  (c) The expiration of three months from the date of the
Participant's Termination of Employment for a reason other than the
Participant's death, Disability or Retirement, or

                  (d) The expiration of twelve months from the date of the
Participant's Termination of Employment by reason of Disability, or

                  (e) The expiration of twelve months from the date of the
Participant's death, if such death occurs while the Participant is in the employ
or service of the Company or an Affiliate.


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            5.4.2 COMMITTEE DISCRETION. The Committee shall provide, in the
terms of each individual Option, when such Option expires and becomes
unexercisable. After the Option is granted, the Committee, in its sole
discretion may extend the maximum term of such Option. The foregoing
discretionary authority is subject to the limitations and restrictions on
Incentive Stock Options set forth in Section 5.8.

      5.5 EXERCISE OF OPTIONS. Options granted under the Plan shall be
exercisable at such times, and subject to such restrictions and conditions, as
the Committee shall determine in its sole discretion. After an Option is
granted, the Committee, in its sole discretion, may accelerate the
exercisability of the Option.

      5.6 PAYMENT. The Committee shall determine the acceptable form of
consideration for exercising an Option, including the method of payment. In the
case of an Incentive Stock Option, the Committee shall determine the acceptable
form of consideration at the time of grant. Such consideration may consist
entirely of:

            (a) cash;

            (b) check;

            (c) full recourse promissory note;

            (d) other Shares which (i) in the case of Shares acquired upon
exercise of an Option, have been owned by the Participant for more than six (6)
months on the date of surrender, and (ii) have a Fair Market Value on the date
of surrender equal to the aggregate exercise price of the Shares as to which
said Option shall be exercised;