Exhibit 10.14

                              SETTLEMENT AGREEMENT
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      This Settlement Agreement (AGREEMENT) is by and between Robert O. Baratta
("Baratta") and UltraStrip Systems, Inc. ("USSI").

                                   RECITATIONS
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      WHEREAS, USSI has executed and delivered to Baratta a series of twelve
(12) Demand Promissory Notes, in the aggregate principal amount of $368,000
(collectively, the "Demand Notes"), a schedule of the Demand Notes being
appended hereto as EXHIBIT "A", and incorporated herein by reference; and

      WHEREAS, USSI has made, executed, and delivered for value to Baratta two
(2) Promissory Notes dated July 11, 2002 and November 19, 2002 in the aggregate
principal amount of $30,000 (the "Matured Notes"); and

      WHEREAS, on or about January 11 and 12, 2005, Baratta made demand upon
USSI for payment of the Demand Notes and the Matured Notes in the aggregate
principal amount of $398,000, plus accrued interest through December 31, 2005 in
the amount of $82,908, totaling the aggregate sum of $480,908; and

      WHEREAS, the Demand Notes and the Matured Notes have not been satisfied;
and

      WHEREAS, Baratta entered into an Employment Agreement with USSI on January
1, 2001, for a term of three (3) years, and separated from USSI in 2003; and

      WHEREAS, at the time of Baratta's separation from USSI, Baratta was owed
accrued salary, bonus, and reimbursement of approved expenses in the aggregate
sum of $532,200.81 (the "Compensation"), said sum having been ratified by USSI,
USSI's auditors, and Baratta; and

      WHEREAS, the Compensation remains unpaid and outstanding; and

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      WHEREAS, in consideration of this Agreement and the Promissory Note
Modification and Extension Agreement of even date, USSI shall pay to Baratta the
additional amount that he has alleged to be due or to become due in the sum of
$371,012.68 (the "Additional Settlement Sum"); and

      WHEREAS, USSI desires for Baratta to forbear from availment of legal
remedies, and both Baratta and USSI desire to amicably resolve all matters
concerning the outstanding obligations under the Demand Notes, the Matured
Notes, the outstanding Compensation, and the disposition of Baratta's USSI
Preferred Shares pursuant to the terms and conditions of this Settlement
Agreement and in accordance with the Promissory Note Modification, and Extension
Agreement, a copy of which is attached hereto as EXHIBIT "B", and incorporated
herein by reference.

      NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties mutually agree as follows:

                                    COVENANTS
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      1.    The recitations set forth above are true and correct.

      2.    USSI shall timely remit all payments due in connection with the
      extensions of the Matured Notes and the Promissory Note Modification and
      Extension Agreement (hereinafter the "Note"). All payments shall be
      delivered to Baratta at 31 S.E. Harbor Point Drive, Stuart, FL 34996, or
      at such other place as Baratta may, from time to time, designate in
      writing. Furthermore, all payments made by USSI to Baratta shall first be
      applied to reduce the principal balance of the Note and thereafter be
      applied to accrued interest.

      3.    USSI shall, upon full execution of this Agreement, pay to Baratta
      the total sum of $15,000 representing a principal reduction of $7,500 for
      each Matured Note, together with a one-time payment of Baratta's
      attorney's fees in the amount of $5,000. After payment of the principal
      reduction on each of the Matured Notes, USSI will owe a remaining
      principal balance of $7,500 on each Matured Note plus all accrued
      interest. USSI shall liquidate and fully satisfy each Matured Note in two
      (2) installment payments, the first installment payment to be made on or
      before the expiration of ninety (90) days from the date of execution of
      this Agreement, May 20, 2006, in the aggregate amount of $7,500, plus all

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      accrued interest through the date of payment, and the second installment
      payment and all outstanding accrued interest to be made on or before the
      expiration of one hundred and eighty (180) days from the date of execution
      of this Agreement, August 8, 2006. Interest shall continue to accrue at
      the Matured Note rate of Northern Trust Bank's prime plus two percent
      (prime + 2%). In the event that USSI defaults by failing to timely remit
      any of the installment payments and fails to cure such default as provided
      in paragraph 5 below, then all payments due under the Matured Notes as
      extended shall accelerate and become immediately due and payable to
      Baratta.

      4.    Conditioned upon USSI making the aggregate principal reduction
      payment set forth in paragraph 3 above, Baratta will merge and roll all of
      the remaining 12 Demand Notes, the outstanding Compensation, and the
      outstanding accrued dividends on the Preferred Shares into one (1)
      promissory note in the principal amount of $1,347,870 (the "Note") payable
      one year from the date of the Note. Interest shall accrue at the rate of
      Northern Trust Prime plus two (2%) percent (prime + 2%) from January 1,
      2006. Interest is payable quarterly on May 13, August 13, and November 13,
      2006, and February 13, 2007. The Note shall contain a cross-default
      provision. In the event that USSI defaults by failing to timely pay the
      Matured Notes and fails to cure such default as provided in paragraph 5
      below, then all payments due under the Note shall accelerate and become
      immediately due and payable to Baratta.

      5.    In the event that USSI defaults by failing to timely deliver payment
      in good funds as due hereunder, then Baratta shall, as a condition
      precedent to collection, provide USSI with written notice of default by
      serving USSI and USSI's counsel, Adam D. Palmer, PA, with written notice
      via facsimile, after which USSI shall have ten (10) business days within
      which to cure the default by delivering payment in full to Baratta and/or
      hand-delivering payment to Baratta's counsel, David A. Carter, Esq. In the
      event that a prospective default is not timely cured, then Baratta shall
      be entitled to file with the Court an affidavit of default, together with
      a verified motion setting forth the facts and circumstances of the default
      and providing a calculation of the remaining balance due, upon which
      Baratta shall be entitled to seek immediate entry of a judgment for the
      remaining amount due through the date of the judgment, less any payments
      made prior to the entry of the judgment. In the event that Baratta
      properly moves for entry of a judgment after default and in accordance
      with this Agreement then USSI shall be deemed to have waived all defenses
      as to liability except for timely payment hereunder.

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      6.    In consideration of Baratta's extension and modification of the
      Matured and Demand Notes, within ten (10) days of the date of execution of
      this Agreement, USSI will issue to Baratta a five (5) year warrant for the
      purchase of up to 1,000,000 shares of UltraStrip common stock at an
      exercise price of one dollar ($1.00) per share.

      7.    USSI releases and covenants never to bring, commence, maintain,
      make, assert, assist, or prosecute, directly or indirectly, any claim,
      demand, action, suit, proceeding or cause of action, in law or equity, for
      damages or other relief against Baratta on behalf of USSI, its officers,
      directors, or shareholders pertaining to the Matured Notes, the Demand
      Notes, the Note, the Compensation, or the Preferred Shares.

      8.    This Agreement shall be governed by and construed in accordance with
      the laws of the State of Florida. The proper venue for any dispute arising
      out of this Agreement shall be brought in the Circuit Court for Martin
      County, Florida.

      9.    This Agreement shall supersede all prior agreements and
      understandings between the parties and no waiver or modifications of this
      Agreement, or any covenant, condition or limitation herein shall be valid
      unless in writing and duly executed by both parties. In the event of a
      conflict between the provisions of this Agreement and any other agreement
      or writing, including, but not limited to the terms of the Note, this
      Agreement shall control and govern the rights and remedies of the parties.

      10.   In making this Agreement, it is understood and agreed that both
      Baratta and USSI relied wholly upon there own judgment, the judgment of
      their agents and attorneys, and upon the recitations and covenants
      contained herein. Each person signing this Agreement hereby represents and
      warrants his or her full authorization to do so on behalf of the entity
      for which he or she is signing, and that neither has assigned any claim or
      claims against the other to any third party. Further, both Baratta and
      USSI represent and warrant that this Agreement is signed freely,
      voluntarily and not under any undue pressure or duress of any kind.

      11.   No term or condition of this Agreement shall be more strictly or
      narrowly construed for or against any other party simply because one of
      the parties acted as scribe in preparing this document.

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      12.   All notices which maybe necessary or proper for either party to give
      or deliver to the other party shall be sent in a manner providing for
      proof of delivery and shall be deemed given when received. If given to
      USSI notice shall be addressed to:

            ULTRASTRIP SYSTEMS, INC.
            3515 SE Lionel Terrace
            Stuart, Florida 34997-8870
            Facsimile: 772-781-4778

      with a copy to:

            ADAM D. PALMER, PA
            Schoeppl and Burke, PA
            4651 North Federal Highway
            Boca Raton, Florida 33431-3121
            FACSIMILE: 561-394-3121

      and if given to Baratta, notice shall be addressed to:

            DR. ROBERT O. BARATTA
            31 S.E. Harbor Point Drive
            Stuart, FL 34996

      with a copy to:

            DAVID A. CARTER, ESQ.
            AKERMAN SENTERFITT
            222 Lakeview Avenue, Suite 400
            West Palm Beach, FL 33401
            FACSIMILE: 561-659-6313

      13.   The waiver or modification of any term or condition or the failure
      to insist on the strict performance of any term or condition in this
      Agreement shall not void, waive or modify any other terms or condition nor
      be construed as a waiver or relinquishment of the right to performance of
      any other terms or conditions in this Agreement. If any provision or part
      of this Agreement shall be declared illegal, void or unenforceable, it is
      agreed that the

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      unenforceable provision shall be rewritten in a manner that best serves
      the mutual intention of the parties and promote the enforceability of this
      Agreement and all other provisions shall continue in full force and
      effect.

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      WHEREFORE, the parties do hereby accept and agree to the terms and
conditions of this Agreement.

SIGNED:

ROBERT O. BARATTA                           ULTRA STRIP SYSTEMS, INC.

_______________________________             By: ________________________________

Dated: ____________________________         Print Name: ________________________

                                            Print Title: _______________________

                                            Dated: _____________________________

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