EXHIBIT 10.90

                              EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT ("AGREEMENT") made this 3rd day of October 2003
("EFFECTIVE DATE") by and between ULTRASTRIP SYSTEMS, INC., a Florida
corporation ("COMPANY"), and STEPHEN R. JOHNSON ("EXECUTIVE").

         In consideration of the mutual covenants and agreements herein
contained, the compensation to be paid hereunder and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

         1.       TERM OF EMPLOYMENT. The Company hereby employs Executive, and
                  Executive hereby accepts employment with the Company, for a
                  period beginning on the Effective Date and terminating, unless
                  sooner terminated as provided herein, on the date that is the
                  third year's anniversary of the Effective Date (such third
                  anniversary or earlier date of termination, the "TERMINATION
                  DATE", and such period, the "TERM"). Notwithstanding the
                  foregoing sentence, this Agreement may be terminated by the
                  Company effective as of the first year's anniversary of the
                  Effective Date (the "FIRST ANNIVERSARY", and the period
                  between the effective date and the First Anniversary, "YEAR
                  1", and the subsequent annual periods covering the same
                  months, "YEAR 2" and "YEAR 3", respectively), by delivery of
                  written notice of termination to Executive at any time (but no
                  later than sixty (60) days after the First Anniversary, if
                  either of the following two requirements are not met:

                  (i)      At all times during the ninety (90) days preceding
                           and inclusive of the First Anniversary, the Company
                           must be "cash positive"; "cash positive" means that
                           the Company is able to pay all of its obligations as
                           they become due (excluding obligations that were
                           already due and payable on the Effective Date) out of
                           the Company's cash flow from operations; the
                           determination of whether the Company is "cash
                           positive" shall be within the reasonable discretion
                           of its Board of Directors ("BOARD"); and

                  (ii)     During Year 1 the Company shall operate as a unified
                           team, with its management, employees and consultants
                           all fulfilling or working towards fulfilling their
                           assigned duties, not impeding or interfering with the
                           assigned duties of others at the Company, and working
                           generally in harmony towards the common goals
                           established by the Board and the Executive; the Board
                           shall determine, in the exercise of its reasonable
                           judgment, if the foregoing requirement has been met.

         2.       DUTIES OF EXECUTIVE. Executive is hereby hired and employed by
                  the Company as its Chief Executive Officer. Executive shall
                  perform the duties and accept the responsibilities typical for
                  the chief executive of an emerging technology sales and
                  service company, and Executive shall devote his efforts to
                  rendering services to the Company in such capacity. Executive
                  shall not be required without his consent to undertake
                  responsibilities not commensurate with his position. Executive
                  shall report to the Board.

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         3.       COMPENSATION OF EXECUTIVE.

                  (I)      BASE SALARY. Executive shall be entitled to receive
                           from the Company a base salary ("BASE SALARY") of:
                           (A) two hundred thousand dollars ($200,000) in Year
                           1; (B) two hundred twenty five thousand dollars
                           ($225,000) in Year 2; and (C) two hundred fifty
                           thousand dollars ($250,000) in Year 3. Base Salary
                           shall be payable in accordance with the normal
                           payroll scheduling practices of the Company;
                           provided, however, that the Company may at any time,
                           and from time to time, defer up to fifty percent
                           (50%) of the Base Salary until such time as the
                           Company is, in the Board's discretion, financially
                           able to pay the full Base Salary. If Base Salary is
                           deferred, it shall be paid in full on the ninetieth
                           (90th) day after the date that the Board determines,
                           by resolution, that the Company is "fully funded",
                           meaning that it is financially able to pay the full
                           Base Salary and all deferred Base Salary.

                  (II)     STOCK OPTIONS.

                           (A)      Upon execution of this Agreement, Company
                                    shall grant Executive a non-statutory stock
                                    option to acquire five hundred thousand
                                    (500,000) shares of the Company's common
                                    stock at an exercise price of one dollar and
                                    thirty cents ($1.30) per share, exercisable
                                    at any time prior to the date that is the
                                    tenth year's anniversary of the Effective
                                    Date ("TENTH ANNIVERSARY"), subject to
                                    Section 3(ii)(F), below.

                           (B)      If on the thirtieth (30th) day following the
                                    First Anniversary Executive remains employed
                                    by the Company and has not been notified by
                                    the Board that his employment hereunder is
                                    terminated, Company shall grant Executive a
                                    non-statutory stock option to acquire an
                                    additional five hundred thousand (500,000)
                                    shares of the Company's common stock at an
                                    exercise price per share that is equal to
                                    110% of the fair market value per share of
                                    the Company's common stock as of the date of
                                    the option grant. Fair market value shall be
                                    determined as provided in the stock option
                                    plan then maintained by the Company for its
                                    employees, and if there is no such plan,
                                    then fair market value shall be determined
                                    by the Board of Directors in the good faith
                                    exercise of its discretion (either case to
                                    be hereinafter referred to "FMV". Such
                                    option shall be exercisable at any time
                                    prior to the Tenth Anniversary, subject to
                                    Section 3(ii)(F), below.

                           (C)      If the Company files a Form 10-KSB or Form
                                    10-K (hereinafter, a "10-K") with the SEC
                                    for calendar year 2004 that contains audited
                                    financial statements showing the Company's
                                    2004 earnings before interest and taxes
                                    ("EBIT") to be at least two million dollars
                                    ($2,000,000), and if Executive remains
                                    employed hereunder on the date that such
                                    filing is made, then effective as of the
                                    date such filing is made, the Company shall
                                    grant Executive a non-statutory stock option
                                    to acquire one hundred thousand (100,000)


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                                    shares of the Company's common stock at an
                                    exercise price equal to 110% of such common
                                    stock's FMV on the date of the option grant.
                                    FMV wherever referred to in this Agreement
                                    shall be determined in the same manner as is
                                    set forth for grants of options under
                                    Company's stock option plan for its
                                    employees then in effect, and if no such
                                    plan is then in effect, then fair market
                                    value shall be determined by the Board of
                                    Directors in the good faith exercise of its
                                    discretion. This option shall be exercisable
                                    at any time prior to the Tenth Anniversary,
                                    subject to Section 3(ii)(F), below.

                           (D)      If the Company files a Form 10-K with the
                                    SEC for calendar year 2005 that contains
                                    audited financial statements showing the
                                    Company's 2005 EBIT to be at least five
                                    million dollars ($5,000,000), and if
                                    Executive remains employed hereunder on the
                                    date such filing is made, then effective as
                                    of the date such filing is made, the Company
                                    shall grant Executive a non-statutory stock
                                    option to acquire one hundred thousand
                                    (100,000) shares of the Company's common
                                    stock at an exercise price equal to one 110%
                                    of such common stock's FMV on the date of
                                    the option grant. This option shall be
                                    exercisable at any time prior to the Tenth
                                    Anniversary, subject to Section 3(ii)(F),
                                    below..

                           (E)      If the Company files a Form 10-K with the
                                    SEC for calendar year 2006 that contains
                                    audited financial statements showing the
                                    Company's 2006 EBIT to be at least ten
                                    million dollars ($10,000,000), and if
                                    Executive remained employed hereunder
                                    through the third year's anniversary of the
                                    Effective Date, then effective as of the
                                    date such filing is made, the Company shall
                                    grant Executive a non-statutory stock option
                                    to acquire one hundred thousand (100,000)
                                    shares of the Company's common stock at an
                                    exercise price equal to one 110% of such
                                    common stock's FMV on the date of the option
                                    grant. This option shall be exercisable at
                                    any time prior to the Tenth Anniversary,
                                    subject to Section 3(ii)(F), below.

                           (F)      All options granted to Executive under this
                                    Section 3(ii) are referred to herein as the
                                    "OPTIONS". If Executive's employment
                                    hereunder is terminated by Company for any
                                    reason other than for "cause" (defined
                                    below), or if Executive terminates his
                                    employment for "good reason" (also defined
                                    below), or if this Agreement expires in
                                    accordance with its terms, then all Options
                                    that are granted, vested and effective prior
                                    to such date of termination or expiration
                                    shall remain in effect, but those that are
                                    not then granted, vested and effective shall
                                    expire ninety (90) days after the date of
                                    such termination or expiration. If
                                    Executive's employment hereunder is
                                    terminated by Company for "cause", or if
                                    Executive terminates his employment and does
                                    not have "good reason" to terminate, then
                                    all Options that have been granted but are
                                    not exercised by Executive on or before the
                                    date of such termination shall expire on the
                                    date of termination of employment.

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                           (G)      All shares acquired upon exercise of options
                                    granted under this Section 3(ii) shall have
                                    "piggyback" registration rights no more
                                    restrictive than those granted to any other
                                    officer of the Company; provided, however,
                                    that if Executive's employment hereunder is
                                    terminated by Company for "cause", or if
                                    Executive terminates his employment and does
                                    not have "good reason" to terminate, then
                                    these piggyback registration rights shall
                                    terminate on the date of termination of
                                    Executive's employment.

                           (H)      All provisions of this Section 3(ii) that
                                    are to be performed after expiration or
                                    termination of this Agreement shall survive
                                    the expiration or termination of this
                                    Agreement until such provisions expire or
                                    terminate in accordance with their terms.

                  (III)    CASH SIGNING BONUS. Upon execution of this Agreement,
                           Executive shall become entitled to receive a signing
                           bonus of twenty-five thousand dollars ($25,000); such
                           bonus shall be payable no later than execution of
                           this Agreement if funds are then available to make
                           such payment or if funds are not then available, then
                           in the Company's discretion, such bonus shall be
                           payable in immediately available funds no later than
                           the date upon which Executive closes his purchase of
                           a residence within commuting distance of the Company.

                  (IV)     ANNUAL CASH BONUS. Following each calendar year
                           during the Term, the Board of Directors or its
                           Compensation Committee shall evaluate the Executive's
                           performance during such calendar year and may pay
                           Executive a cash bonus of up to one percent (1%) of
                           annual gross revenues of the Company, as reflected in
                           its Form 10-K. This provision shall obligate the
                           Board or its Compensation Committee to evaluate
                           Executive and consider payment of a bonus annually,
                           but does not require payment of any bonus unless the
                           Board or Compensation Committee determines to pay a
                           bonus.

         4.       OTHER BENEFITS.

                  (i)      In the course of his employment Executive shall be
                           expected to incur various business expenses
                           customarily incurred by persons holding like
                           positions, including, but not limited to, traveling,
                           entertainment and similar expenses, for the benefit
                           of the Company. Subject to the Company's policy
                           regarding the reimbursement of such expenses, the
                           Company shall reimburse Executive for such expenses
                           from time to time, at Executive's request, and
                           Executive shall account to the Company for such
                           expenses.

                  (ii)     The Company shall, so long as it is available,
                           maintain health insurance coverage for Executive in
                           such amount, on such terms, and with such carriers as
                           shall reasonably be determined by the Board of
                           Directors. However, Company shall, at a minimum,
                           provide Executive with such insurance coverage as may
                           be made available to other executive-level employees
                           at the Company.

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                  (iii)    Executive shall be entitled to three (3) weeks
                           vacation during each of Year 1, Year 2 and Year 3. In
                           the event Executive does not take all of his vacation
                           during any year, the unused vacation shall not carry
                           over into the next year, nor shall the Company be
                           required to pay Executive for any unused vacation.

                  (iv)     Executive shall receive five hundred dollars ($500)
                           per month as a car allowance.

         5.       TERMINATION BY THE COMPANY.

                  (i)      In addition to its right to terminate this Agreement
                           at the end of Year 1 pursuant to Section 1 hereof,
                           the Company shall have the right to terminate this
                           Agreement under the following circumstances:

                           (A)      Upon the death of Executive;

                           (B)      Upon notice from the Company to Executive in
                                    the event of an illness or other disability
                                    which has incapacitated him from performing
                                    a material portion of his duties for twelve
                                    (12) consecutive weeks as determined in good
                                    faith by the Board; or

                           (C)      For "cause" upon notice from the Company.
                                    Termination by the Company of Executive's
                                    employment for "cause" shall be limited to
                                    the following circumstances:

                                    1.       Executive is convicted of, pleads
                                             guilty to or pleads NOLO CONTENDERE
                                             to a felony crime involving moral
                                             turpitude;

                                    2.       Executive is found guilty of or
                                             pleads no contest to fraud,
                                             conversion, embezzlement,
                                             falsifying records or reports or a
                                             similar crime involving the
                                             Company's property;

                                    3.       Executive willfully breaches this
                                             Agreement in a material way, which
                                             breach remains uncured thirty (30)
                                             days after written notice thereof
                                             shall have been sent to Executive;

                                    4.       The voluntary resignation by
                                             Executive as an employee of the
                                             Company (except pursuant to Section
                                             6 below); or

                                    5.       Insubordination or incompetence, as
                                             reasonably determined by the Board
                                             after Executive has had the
                                             opportunity to address the Board
                                             with respect to the matter.

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                  (ii)     If this Agreement is terminated pursuant to Section
                           5(i) above, all of Executive's rights and all of the
                           Company's obligations hereunder shall forthwith
                           terminate except as expressly provided in this
                           Agreement.

                  (iii)    If this Agreement is terminated pursuant to Section
                           5(i)(A) or Section 5(i)(B) above, Executive or his
                           estate shall be entitled to receive cash equal to
                           Executive's remaining unpaid Base Salary through the
                           period that ends on the 360th consecutive day
                           following the date of termination of this Agreement
                           or that ends on the third year's anniversary of the
                           Effective Date, whichever occurs first. Such cash
                           shall be payable to Executive or his estate in
                           accordance with the Company's normal payroll
                           practices that would otherwise have applied to
                           payment of his Base Salary. The Company may purchase
                           insurance to cover all or any part of its obligations
                           set forth in this Section 5(iii), and Executive
                           agrees to take a physical examination to facilitate
                           the obtaining of such insurance. However, death and
                           disability benefits are not conditioned upon the
                           Executive's insurability or the Company's obtaining
                           insurance.

                  (iv)     Whenever compensation is payable to Executive
                           hereunder during a time when he is partially or
                           totally disabled and such disability (except for the
                           provisions hereof) would entitle him to disability
                           income or to salary continuation payments from the
                           Company according to the terms of any plan now or
                           hereafter provided by the Company or according to any
                           Company policy in effect at the time of such
                           disability, the compensation payable to him hereunder
                           shall be inclusive of any disability income or salary
                           continuation and shall not be in addition thereto. If
                           disability income is payable directly to Executive by
                           an insurance company under an insurance policy paid
                           for by the Company, the amounts paid to him by said
                           insurance company shall be considered to be part of
                           the payments to be made by the Company to him
                           pursuant to this Section, and shall not be in
                           addition thereto.

         6.       TERMINATION BY EXECUTIVE. Executive shall have the right to
                  terminate his employment under this Agreement for "good
                  reason", by giving at least sixty (60) days' prior written
                  notice of termination to the Company if the Company materially
                  reduces Executive's duties and responsibilities hereunder.
                  Executive's duties and responsibilities shall not be deemed
                  materially reduced for purposes hereof solely by virtue of the
                  fact that the Company is (or substantially all of its assets
                  are) sold to, or is combined with, another entity. If this
                  Agreement is terminated pursuant to Section 5(i) above, all of
                  Executive's rights and all of the Company's obligations
                  hereunder shall forthwith terminate except as expressly
                  provided in this Agreement.

         7.       CERTAIN CONSEQUENCES OF TERMINATION.

                  (i)      If Executive terminates this Agreement for "good
                           reason" pursuant to Section 6 hereof, or if the
                           Company terminates Executive's employment under this
                           Agreement for any reason other than any that is set
                           forth in Section 1 or 5(i), Executive shall receive a
                           cash payment equal Executive's remaining unpaid Base
                           Salary through the period that ends on the 360th
                           consecutive day following the date of termination of


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                           this Agreement or that ends on the third year's
                           anniversary of the Effective Date, whichever occurs
                           first. Such cash shall be payable to Executive in
                           accordance with the Company's normal payroll
                           practices that would otherwise have applied to
                           payment of his Base Salary.

                  (ii)     If any benefit under the preceding subsection is
                           finally determined by the Internal Revenue Service to
                           be an "Excess Parachute Payment" under Section 280G
                           of the Internal Revenue Code of 1986, as amended
                           ("Code"), the Company shall pay Executive an
                           additional amount such that (x) the excess of all
                           Excess Parachute Payments (including payments under
                           this sentence) over the sum of excise tax thereon
                           under Section 4999 of the Code and income tax thereon
                           under Subtitle A of the Code and under applicable
                           state law is equal to (y) the excess of all Excess
                           Parachute Payments (excluding payments under this
                           sentence) over income tax thereon under Subtitle A of
                           the Code and under applicable state law.

         8.       REMEDIES. The Company recognizes that because of Executive's
                  special talents and stature, in the event of termination by
                  the Company hereunder (except under Section 1 or 5(i)), or in
                  the event of termination by Executive for "good reason" under
                  Section 6, before the end of the agreed term, the Company
                  acknowledges and agrees that the provisions of this Agreement
                  regarding further payments of Base Salary constitute fair and
                  reasonable provisions for the consequences of such
                  termination, do not constitute a penalty, and such payments
                  and benefits shall not be limited to or reduced by amounts
                  Executive might earn or be able to earn from any other
                  employment or ventures during the remainder of the agreed term
                  of this Agreement.

9.       COVENANT NOT TO COMPETE; DISCLOSURE OF INFORMATION.

                  (i)      Executive agrees that all information concerning
                           Company and its business, customers and suppliers,
                           that is not generally known to the public by means
                           other than disclosure by or on behalf of Executive,
                           is confidential (collectively, "CONFIDENTIAL
                           INFORMATION") and shall be kept confidential by
                           Executive. Executive agrees not to use or disclose
                           any Confidential Information to any person, under any
                           circumstances, at any time, except solely to the
                           extent required to perform his duties to the Company
                           under this Agreement. If Executive is legally
                           required to disclose any Confidential Information
                           pursuant to a subpoena or court order, he may make
                           such disclosure, upon giving at least ten (10) days'
                           prior written notice to Company (or upon such shorter
                           notice as is available to Executive if the subpoena
                           is returnable within less than ten (10) days).

                  (ii)     During the term of Executive's employment with
                           Company and for a period of two (2) years after his
                           employment terminates ("NONCOMPETE PERIOD"):

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                           (A)      Executive shall not directly or indirectly
                                    compete, or assist another person in
                                    competing, against Company anywhere in the
                                    world; and for these purposes, to "compete"
                                    shall mean to provide the same or similar
                                    products or services as those provided,
                                    marketed, or actively being developed, by
                                    Company at any time during the Noncompete
                                    Period;

                           (B)      Except on behalf of and for the benefit of
                                    the Company in the performance of his duties
                                    hereunder, Executive shall not directly or
                                    indirectly recruit, solicit or influence any
                                    employee of the Company to discontinue his
                                    or her employment relationship with the
                                    Company, or employ or seek to employ, or
                                    cause or encourage any other person to
                                    employ or seek to employ, any person who is
                                    then, or was at any time within the then
                                    preceding two (2) years, employed by the
                                    Company;

                           (C)      Executive shall not directly or indirectly
                                    compete with the Company by soliciting,
                                    inducing or influencing any of the Company's
                                    suppliers or customers, or former suppliers
                                    or customers, to discontinue or reduce the
                                    extent of their relationship with the
                                    Company; and

                           (D)      Executive shall not interfere with, or
                                    disrupt or attempt to disrupt, any business
                                    relationship, whether established by formal
                                    contract or otherwise, between the Company
                                    and any supplier, customer, employee or
                                    agent of the Company.

                  (iii)    The parties hereto acknowledge that the worldwide
                           scope of this Noncompete is reasonable because the
                           Company conducts business worldwide.

                  (iv)     The covenants in this Section 9 shall survive the
                           termination of this Agreement.

                  (v)      If Executive shall breach or threaten to breach any
                           of the provisions of this Section 9, Executive agrees
                           that, in addition to remedies at law available to
                           Company, Company shall be entitled to obtain, and
                           Executive agrees not to oppose on any basis,
                           equitable relief in the form of specific performance,
                           temporary or permanent injunction or any other
                           equitable remedy available to Company.

         10.      NOTICES AND DEMANDS. Any notice or demand which, by any
                  provision of this Agreement or any agreement, document or
                  instrument executed pursuant hereto, except as otherwise
                  provided therein, is required or provided to be given shall be
                  deemed to have been sufficiently given or served for all
                  purposes if hand delivered or sent by certified or registered
                  mail, postage and charges prepaid, to the following addresses:
                  if to the Company, Attention: Chairman of the Board, 3515 S.E.
                  Lionel Terrace, Stuart, Florida 34996, or at any other address
                  designated by the Company to Executive in writing; and if to
                  Executive, at his last known address provided by him in
                  writing to Company.

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         11.      SEVERABILITY. In case any covenant, condition, term or
                  provision contained in this Agreement shall be held to be
                  invalid, illegal or unenforceable in any respect, in whole or
                  in part, by judgment, order or decree of any court or other
                  judicial tribunal of competent jurisdiction, from which
                  judgment, order or decree no further appeal or petition for
                  review is available, the validity of the remaining covenants,
                  conditions, terms and provisions contained in this Agreement,
                  and the validity of the remaining part of any term or
                  provision held to be partially invalid, illegal or
                  unenforceable, shall in no way be affected, prejudiced or
                  disturbed thereby.

         12.      WAIVER OR MODIFICATION. No waiver or modification of this
                  Agreement or of any covenant, condition or limitation herein
                  contained shall be valid unless in writing and duly executed
                  by the party to be charged therewith. Furthermore, no evidence
                  of any waiver or modification shall be offered or received in
                  evidence in any proceeding, arbitration or litigation between
                  the parties arising out of or affecting this Agreement, or the
                  rights or obligations of any party hereunder, unless such
                  waiver or modification is in writing and duly executed as
                  aforesaid. The provisions of this Section may not be waived
                  except as herein set forth.

         13.      COMPLETE AGREEMENT. This Agreement constitutes the entire
                  agreement of the parties hereto with respect to the subject
                  matter of this Agreement and supersedes any and all previous
                  agreements between the parties, whether written or oral, with
                  respect to such subject matter.

         14.      APPLICABLE LAW, BINDING EFFECT AND VENUE. This Agreement shall
                  be construed and regulated under and by the laws of the State
                  of Florida, and shall inure to the benefit of and be binding
                  upon the parties hereto and their heirs, personal
                  representatives, successors and assigns. Venue for any action
                  related to or arising out of this Agreement shall lie in
                  Martin County, Florida.

IN WITNESS WHEREOF, the undersigned have executed this Employment Agreement as
of the date first written above with the intent to be legally bound.

                                          ULTRASTRIP SYSTEMS, INC.

                                          By: /s/ Bill Owens
                                          Chairman of the Board


                                          Its:
                                              ---------------------------------


                                          STEPHEN R. JOHNSON


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