EXHIBIT 10.1
UNIVERSAL DETECTION TECHNOLOGY
DEBT CONVERSION AGREEMENT
NOTEHOLDER:
NOTE AMOUNT: $
INTEREST RATE: ___%
DATE OF NOTE:
MATURITY:
ACCRUED INTEREST: $
___________, 2008
REPRODUCTION OF THIS DOCUMENT IS NOT AUTHORIZED
AGREEMENT
This Agreement (the "Agreement") is entered into by and between Universal
Detection Technology (the "Issuer") and ____________ (the "Noteholder") on the
date first shown above. The Noteholder confirms that pursuant to the note dated
___________ (the "Note") in the principle amount of $________ with an interest
rate of ___% per annum and a maturity date of _________, the Issuer owes the
Noteholder a balance of $_________ including principle 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.
PRINCIPLE BEING CONVERTED: $
INTEREST BEING CONVERTED: $
CONVERSION PRICE: $
NUMBER OF SHARES TO BE ISSUED:
The Noteholder is surrendering for conversion that portion of the principle 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
therefor. 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."
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:
o 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;
o 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
o 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/ Xxxxxxx Xxxxxx
------------------------- -------------------------
By: Xxxxxxx Xxxxxx By:
Its: CEO
