EXHIBIT 10.91


                               CONSULTING CONTRACT
                               -------------------


         This Consulting Contract ("CONTRACT") is made and entered as of the 3rd
day of October, 2003 ("EFFECTIVE DATE"), by and between Ultrastrip Systems,
Inc., having an address of 3515 SE Lionel Terrace, Stuart, FL 34997 ("COMPANY")
and Dennis McGuire, having an address of 3231 SE St. Lucie Blvd., Stuart, FL
34996 ("CONSULTANT").

                                    WHEREAS:

A. Company and Consultant entered into that certain Employment Agreement dated
as of January 1, 2001 ("EMPLOYMENT AGREEMENT"), and Company and Consultant
desire to terminate the Employment Agreement.

B. As of the Effective Date, Company desires to retain Consultant solely as an
independent consultant pursuant to this Contract, and Consultant desires to
provide services for Company on an independent consulting basis pursuant to this
Contract.

C. Consultant will in his position as Consultant, and, in particular, in
developing proprietary technology for Company, have access to confidential and
highly sensitive business information and trade secrets, including, without
limitation, information concerning Company's proprietary technology and
intellectual property, both patented and under development. As a material
inducement for Company to enter into this Contract, Consultant will agree to the
restrictions set forth herein concerning competition with, and confidential
information of, Company.

                                   WITNESSETH:

That for and in recognition of the good and valuable consideration exchanged by
and between the parties, the receipt and sufficiency of which is hereby
acknowledged, and the mutual covenants set forth below, and intending to be
bound legally, Consultant and Company agree as follows:

         1.       RECITATIONS. The foregoing recitals are true and correct and
                  are hereby incorporated by reference.

         2.       TERMINATION OF EMPLOYMENT; RETENTION AS CONSULTANT. As of the
                  Effective Date:

                  a.       Company and Consultant hereby terminate the
                           Employment Agreement. Consultant hereby waives its
                           right to salary, bonuses and other benefits under the
                           Employment Agreement that Company has not paid,
                           including, without limitation, all unpaid salary
                           deferred under the Employment Agreement and all
                           unpaid bonuses.

                  b.       Company retains Consultant as a consultant to
                           provide, and Consultant agrees to provide, the
                           consulting services set forth in Section 3 hereof.


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         3.       CONSULTING SERVICES. During the Term (defined below):

                  a.       Consultant shall provide consulting services and
                           advise Company with respect to: (i) product
                           development; and (ii) existing and new technology, to
                           enhance the product line of Company.

                  b.       Consultant shall, in his reasonable discretion to the
                           extent he determines such advice is necessary or
                           appropriate, provide consulting services and advise
                           Company with respect to: (i) management, marketing,
                           customer relations and manufacturing alliances; and
                           (ii) the development of new markets, to enhance the
                           product line of Company.

                  c.       Consultant shall report and provide his consulting
                           advice directly to Company's Chief Executive Officer
                           ("CEO") or such other corporate officer(s) as
                           directed by the CEO, on a regular basis and as
                           requested. Upon request of the CEO or Board of
                           Directors of the Company ("BOARD"), Consultant shall
                           also report to the Board.

                  d.       Consultant is an independent contractor and not an
                           employee of Company. Accordingly, Consultant:

                           (i)      shall not: (A) have the authority to enter
                                    into any agreement or arrangement of any
                                    nature (1) on behalf of Company; or (2) that
                                    would bind Company; or (3) that would commit
                                    Company to expend any funds; or (B) hold
                                    himself out as authorized to negotiate,
                                    approve, or enter into any agreement or
                                    arrangement on behalf of Company, or as
                                    having any position with Company other than
                                    an independent consultant of Company;
                                    except, and only to the extent, he has the
                                    express prior written consent of the CEO
                                    granting him such authority as to a
                                    particular contract, agreement or
                                    arrangement, in which case his authority
                                    shall not extend beyond the scope of such
                                    authority stated in the CEO's written
                                    consent nor shall it extend beyond the
                                    contract, agreement or arrangement and
                                    parties indicated in such prior written
                                    consent; and

                           (ii)     shall be solely responsible for the manner
                                    and method of the performance of the
                                    services hereunder and his own expenses,
                                    except to the extent expenses are
                                    specifically stated herein as reimbursable
                                    by Company.

         4.       TERM.

                  a.       Subject to the later provisions of this Contract,
                           Consultant's retention is for a term of three (3)
                           years commencing on the Effective Date and expiring
                           on the third year's anniversary thereof ("THIRD
                           ANNIVERSARY").

                  b.       After each year's anniversary of the Effective Date
                           (each, an "ANNIVERSARY"), the Board of Directors of
                           Company ("BOARD") shall evaluate Consultant's
                           performance with Consultant under this Contract,
                           which evaluation shall include how Consultant's
                           services provided hereunder have advanced the Company
                           and its business and an evaluation of the working
                           relationship between the Consultant and the CEO. If
                           the Board shall determine, based on such evaluation,
                           that it is in the best interests of Company to
                           terminate this Contract, then the Board may terminate
                           this Contract and notify Consultant thereof in
                           writing within thirty (30) days after the end of such
                           Anniversary.

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                  c.       If Consultant remains engaged under this Contract on
                           the Third Anniversary, and if as of the Third
                           Anniversary the Company's earnings before interest
                           and taxes ("EBIT") for the Company's fiscal quarter
                           immediately preceding the Third Anniversary is at
                           least three million dollars ($3,000,000), then this
                           Contract may be renewed at the option of Consultant
                           for an additional period of twelve months. Consultant
                           and Company acknowledge that the EBIT requirement in
                           the preceding sentence is not a performance
                           requirement for Consultant, who is not an employee of
                           Company, but is only an objective standard against
                           which it is agreed that Company will measure its
                           ability to afford renewal of this Contract. The
                           determination of EBIT shall be made by the Board
                           based on the Company's financial statements prepared
                           for its quarterly report to shareholders.

                  d.       The period from the Effective Date of this Contract
                           until its termination or expiration is herein
                           referred to as the "TERM".

         5.       COMPENSATION.

                  a.       Base Consulting Fee.

                           (i)      Consultant shall be entitled to receive from
                                    Company a base consulting fee ("BASE
                                    CONSULTING FEE") per Year (a "YEAR" shall
                                    mean the 12 consecutive months following the
                                    Effective Date or following any subsequent
                                    year's Anniversary of the Effective Date),
                                    payable on the first day of each month, in
                                    arrears. The Base Consulting Fee for each
                                    Year shall be as follows: Year 1 - $200,000;
                                    Year 2 - $225,000; Year 3 - $250,000; Year 4
                                    - $250,000.

                           (ii)     Consultant acknowledges that at the time of
                                    entry into this Contract, Company is not in
                                    a financial position to pay the Base
                                    Consulting Fee, and, accordingly, Consultant
                                    agrees that from the date of this Contract
                                    and for so long as Company lacks adequate
                                    cash flow from operations to pay in full the
                                    Base Consulting Fee then due, plus salary
                                    and amounts due vendors and creditors and
                                    its other current obligations, plus
                                    long-term obligations to the extent
                                    currently due, plus overdue and defaulted
                                    obligations, then Company may defer payment
                                    of the Base Consulting Fee (the deferred
                                    amount, the "DEFERRED FEE"). Notwithstanding
                                    the foregoing sentence:

                                    (A)      The Base Consulting Fee shall not
                                             be deferred unless the salaries of
                                             Company's officers ("officers"
                                             meaning Chief Executive Officer,
                                             Chief Financial Officer, President,
                                             Secretary and Treasurer) then
                                             payable are deferred in the same
                                             proportion as the Base Consulting
                                             Fee then payable is deferred; the
                                             parties acknowledge that Consultant
                                             is not an employee of Company, and
                                             this provision is not intended to
                                             imply otherwise, but is a
                                             concession by Company granted to
                                             induce Consultant to accept the
                                             Company's right to defer the Base
                                             Consulting Fee; and

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                                    (B)      Company's right to defer the Base
                                             Consulting Fee expires on the first
                                             Anniversary of the Effective Date,
                                             and thereafter Company shall pay
                                             Consultant the Deferred Fee in
                                             equal monthly installments, payable
                                             on the first day of each month,
                                             during the twelve (12) months
                                             following the First Anniversary.

                  b.       Deductions. Consultant shall be solely responsible to
                           pay all Social Security, Federal, State and municipal
                           taxes and charges as may now or hereafter be enacted
                           or required on account of the compensation of
                           Consultant, and Consultant shall not require or rely
                           upon Company to withhold and pay such taxes from the
                           fees hereunder. However, Company may, in its
                           discretion, but shall not be required, to withhold
                           taxes from payments required to be paid hereunder in
                           the event Company determines that it is required to
                           withhold and pay over such taxes to the relevant
                           taxing authorities.

                  c.       Expenses. Subject to, and conditioned upon, (i)
                           Consultant following the appropriate procedures for
                           pre-approval (i.e., all expenditures that exceed
                           $1,000 per expenditure, or that would cause
                           expenditures by Consultant during any Year to exceed
                           $5,000 in the aggregate, must be pre-approved in
                           writing by the CEO) and (ii) verification of
                           Consultant's expenses in such manner as is
                           established by Company, Consultant shall be
                           reimbursed for expenses incurred by Consultant
                           required to perform his consulting duties, travel
                           reimbursement if travel is required by Company, and
                           other reasonable expenses directly relating to the
                           performance of consulting services under this
                           Contract (collectively, "REIMBURSABLE EXPENSES").

                  d.       Options. Upon execution of this Contract, Company
                           shall grant Consultant options to acquire three
                           million (3,000,000) shares of the Company's common
                           stock at an exercise price of one dollar and thirty
                           cents ($1.30) per share (the "OPTIONS"), exercisable
                           at any time prior to the date that is the tenth
                           year's anniversary of the Effective Date ("TENTH
                           ANNIVERSARY") by delivery of written notice of
                           exercise to Company and payment of $1.30 per share
                           for the shares purchased upon such exercise. The
                           options are fully vested as of the Effective Date and
                           survive termination of this Contract for any reason.

         6.       AGREEMENTS CONCERNING PERSONNEL, FACILITIES, EQUIPMENT AND
                  RELATED MATTERS.

                  a.       Facilities, Equipment, Supplies and Personnel. During
                           the Term, for a fee of Two Hundred Fifty Dollars
                           ($250.00) per month due from Consultant on or before
                           the first day of each month, Company shall provide
                           Consultant with access to those facilities, equipment
                           and personnel that the Consultant and CEO mutually
                           determine are needed for Consultant to provide
                           consulting services under this Agreement, including:

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                           (i)      Use of the office at Company's premises that
                                    was provided to Consultant as an employee of
                                    the Corporation, subject to the right of
                                    Company to relocate its business offices;

                           (ii)     Use of office equipment, facilities and
                                    office supplies (this is not a requirement
                                    to purchase additional equipment, facilities
                                    or supplies, but only an agreement to allow
                                    use of those that are available at Company);
                                    and

                           (iii)    Use of telephone, fax, email, postage, copy
                                    machines, a computer and secretarial
                                    assistance.

                           The $250 monthly fee shall be deducted from the Base
                           Consulting Fee due hereunder, and in the event the
                           Base Consulting Fee is deferred, payment of such
                           monthly fee shall be deferred to the extent the Base
                           Consulting Fee is deferred.

                  b.       Consultant's Assistants. Subject to the provisions
                           for Section 6(a), Consultant may engage at his
                           expense (unless an alternative arrangement concerning
                           such expense is made with the CEO in writing) persons
                           to assist him in performing services hereunder,
                           provided that CEO approval will be needed for such
                           person to have access to Company facilities,
                           personnel or information. The CEO may require as a
                           prerequisite to such access that such person sign a
                           noncompetition and confidentiality agreement with
                           Company. Such person shall be treated as an agent of
                           Consultant bound by this Contract, and Consultant
                           shall inform such person of the necessity of
                           compliance with this Contract.

         7.       MANNER OF PERFORMANCE OF CONSULTANT'S DUTIES. Consultant's
                  duties shall be rendered at such place or places and in such
                  manner as Consultant and Company mutually determine to be
                  appropriate. Consultant shall: (i) attend various trade shows
                  only as reasonably required by Company (and if travel is
                  required by Company, the travel and related expenses shall be
                  Reimbursable Expenses); (ii) visit existing and prospective
                  customers and vendors of Company only as reasonably required
                  by Company (if travel is required by Company, the travel and
                  related expenses shall be Reimbursable Expenses); and (iii) be
                  responsible to maintain, at Consultant's expense, the
                  licenses, certifications and continuing education requirements
                  necessary to perform the consulting duties in this Contract.

         8.       COMPANY INTERESTS; RIGHTS IN TECHNOLOGY; NONCOMPETE.

                  a.       (i) Consultant shall devote such time, attention,
                           knowledge and skill as are reasonably necessary to
                           develop new products and new technology and generally
                           to perform consulting services hereunder for Company.

                           (ii) "PROPRIETARY TECHNOLOGY" means, for purposes of
                           this Contract, technology, designs, inventions,
                           products, robots, machines, property or materials
                           (collectively, "TECHNOLOGY") that meet at least one
                           of the following criteria:

                           (A) the Technology, as of the Effective Date, is used
                           by Company in its products or business; or

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                           (B) The Technology has been treated as owned by
                           Company in the filings that it has made with the U.S.
                           Securities and Exchange Commission ("SEC"); or

                           (C) the Technology is patented by Company, or Company
                           has a patent pending for it; or the Technology's
                           patent, or the right to patent it, was or hereafter
                           is assigned to Company; or

                           (D) the rights in the Technology were or hereafter
                           are purchased by Company; or

                           (E) development or improvement of the Technology was
                           or hereafter is paid for or subsidized by Company or
                           using Company resources and personnel; or

                           (F) the Technology was developed, or its development
                           was initiated, by Consultant, with Consultant's
                           assistance or under Consultant's supervision, during
                           the term of Consultant's Employment Agreement
                           (excluding, however, any Technology developed during
                           the term of the Employment Agreement that is mutually
                           determined by Consultant and the Board to be wholly
                           unrelated to the Company's business); or

                           (G) the Technology is or shall be developed, or its
                           development initiated, by Consultant, with
                           Consultant's assistance or under Consultant's
                           supervision, during the Term of this Contract
                           (excluding, however, any Technology developed during
                           the Term that is mutually determined by Consultant
                           and the Board to be wholly unrelated to the Company's
                           business); or

                           (H) the Technology is an improvement upon any
                           Technology covered by subsections (A) through (G)
                           immediately above; or

                           (I) the Technology is similar to, or performs
                           functions similar to, any Technology covered by
                           subsections (A) through (G) immediately above.

                           Proprietary Technology includes, without limitation,
                           the technology listed on Exhibit A attached hereto.

                           (iii)    Consultant acknowledges and agrees that all
                                    rights in all Proprietary Technology,
                                    including, without limitation, all patent,
                                    copyright and other intellectual property
                                    rights, are and shall belong solely to
                                    Company. Consultant hereby transfers and
                                    assigns to Company any and all rights that
                                    Consultant had, has, or may hereafter have
                                    in all Proprietary Technology and all
                                    goodwill therein. Consultant agrees to
                                    execute such further assignments, filings
                                    and other documents as may be reasonably
                                    requested by Company to further ensure that
                                    all rights in all Technology belong to
                                    Company.

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                           (iv)     Consultant acknowledges and agrees that
                                    Company files reports with the SEC, and the
                                    Company's ownership of the Technology is and
                                    will be reflected in such reports.
                                    Accordingly, Consultant hereby expressly
                                    agrees with Company that Consultant shall
                                    not, for any reason, challenge Company's
                                    ownership of any Technology or Company's
                                    rights therein, and that all rights in the
                                    Technology irrevocably belong to Company. If
                                    Company shall breach this Agreement,
                                    Consultant's remedy for any such breach may
                                    include money or other damages, but shall
                                    not include the right to challenge ownership
                                    of any Technology. Company is relying upon
                                    the foregoing representations and covenants
                                    of Consultant in preparing and making its
                                    public filings with the SEC that reflect its
                                    ownership of the Technology.

                  b.       During the Term hereof and for one (1) year
                           thereafter ("NONCOMPETE PERIOD"): (i) Consultant
                           shall not be interested in any form, fashion, or
                           manner, as partner, officer, director, stockholder,
                           advisor, consultant, employee, lender, independent
                           contractor, or in any other form or capacity, in any
                           other business which is directly or indirectly
                           competitive with the business of Company; and (ii)
                           Consultant shall not assist any other person in
                           competing with Company in any way. A business shall
                           be "competitive" with that of Company if it is
                           developing, sells, rents or provides services using
                           technology that performs the same or similar
                           functions to that of Company, or if such business is
                           the same or similar to any business in which Company
                           is or has been engaged or is actively developing at
                           any time during the Noncompete Period.
                           Notwithstanding the foregoing: (A) nothing in this
                           Contract shall be deemed to restrict the activities
                           of Consultant that are not competitive with the
                           business of Company, provided that such activities do
                           not prevent the performance of consulting services
                           hereunder; (B) if Company is in default under this
                           Contract and has not cured such default within sixty
                           (60) days after Consultant gives Company written
                           notice of such default, and this Contract is
                           terminated by Consultant on account thereof, then the
                           Noncompete Period shall be limited to the Term
                           hereof, and (C) if Consultant is in default under
                           this Contract and has not cured such default within
                           sixty (60) days after Company gives Consultant
                           written notice of such default, and this Contract is
                           terminated by Company on account thereof, then the
                           Noncompete Period shall be extended for two (2) years
                           following such termination. The parties agree that
                           this noncompetition covenant is worldwide in scope,
                           because Company's business is marketed and performed
                           worldwide. If a court or arbitrator shall find the
                           terms of this Section 8(b) to be overbroad in
                           geographic scope, term or otherwise, then such court
                           or arbitrator shall modify the provisions of this
                           section to the extent necessary to cause its
                           provisions not to be overbroad. This Section 8(b) is
                           expressly enforceable by the Company's successors and
                           assigns.

         9.       CONFIDENTIALITY.

                  a.       By virtue of the services performed hereunder and
                           location of Consultant's offices on Company premises,
                           Consultant may obtain confidential or proprietary
                           information belonging or relating to Company,
                           regardless of whether any such information, data or
                           documents qualify as "trade secrets" under applicable


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                           law (collectively, all information concerning
                           Company, and its products, technology, trade secrets,
                           business, customers and suppliers, "CONFIDENTIAL
                           INFORMATION"). Confidential Information does not
                           include information that is otherwise generally
                           available to the public through no breach of this or
                           any other confidentiality agreement now, previously
                           or hereafter entered into by Consultant or any other
                           person.

                  b.       Because the secrecy of the Confidential Information
                           gives Company a significant competitive business
                           advantage, Consultant agrees not to directly or
                           indirectly disclose or use, or cause or aid in the
                           disclosure or use of, any Confidential Information
                           during or after the Term, for whatever reason,
                           including for personal use and personal benefit,
                           except: (i) as required by law; (ii) as necessary to
                           perform consulting services hereunder; and (iii) as
                           necessary to enforce the provisions of this Contract.

         10.      SURIVAL. The provisions of Section 8 and Section 9 of this
                  Contract shall survive the termination or expiration of this
                  Contract for any reason whatsoever.

         11.      SPECIFIC PERFORMANCE. Consultant agrees that any violation or
                  breach of any provision of Section 3.d, 8, 9 or 16 shall cause
                  irreparable harm to Company and cannot be adequately
                  compensated for by money damages. Consultant therefore agrees
                  that any such violation or breach may be enjoined by any court
                  of competent jurisdiction, by temporary or permanent
                  injunction, without waiving or affecting Company's claims for
                  money damages resulting from such violation or breach. All
                  remedies for any breach of this Contract shall be cumulative,
                  and not exclusive.

         12.      TERMINATION BY COMPANY. In addition the other remedies
                  available to it at law, in equity and under this Contract,
                  Company shall have the right to terminate this Contract and
                  discontinue all payments (except the Base Consulting Fee,
                  including any Deferred Fee, earned prior to the termination
                  event) to Consultant hereunder (without, in any way, affecting
                  the options granted in Section 3(d)), if any of the following
                  shall occur:

                  a.       Disability. If Consultant shall become unable to
                           perform the duties required of him because of serious
                           physical disability or other incapacity for a period
                           of ninety (90) consecutive days, Company may, upon
                           thirty (30) days written notice to Consultant,
                           terminate this Contract ("DISABILITY TERMINATION").

                  b.       Death. If Consultant shall die, then this Contract
                           shall terminate upon death without any notice or
                           further action by Company.

                  c.       Failure to Perform; Breach. Company may terminate
                           this Contract, effective upon delivery of written
                           notice of termination to Consultant, if Consultant:
                           (i) shall persistently fail to perform his duties
                           faithfully, competently, and to the best of his
                           ability for reasons other than serious physical
                           disability or other serious physical or mental
                           incapacity, and the same is not cured within sixty
                           (60) days after written notice of such failure;
                           provided, however, that Consultant shall be entitled
                           to this 60-day cure period only once within each
                           12-calendar month period, and upon any second or
                           subsequent failure to perform his duties that is a


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                           failure described in this Section 12(c)(i), Company
                           may terminate this Contract immediately without
                           providing a 60-day opportunity to cure such
                           subsequent failure; (ii) is convicted of a crime of
                           moral turpitude; or (iii) breaches this Contract and
                           the breach is not cured within sixty (60) days after
                           the giving of written notice by Company of such
                           breach.

         13.      TERMINATION BY CONSULTANT. If Company: (i) shall fail to pay
                  in a timely manner Consulting fees due hereunder (subject to
                  its deferral right) or to timely reimburse expenses that are
                  Reimbursable Expenses, and failure shall continue for a period
                  of sixty (60) days after written notice thereof shall have
                  been given to Company by Consultant; or (ii) shall file, or
                  have filed against it, a petition seeking relief, or the
                  granting of relief, under the Federal Bankruptcy Code or any
                  similar federal or state statute; any assignment for the
                  benefit of creditors made by Company; the appointment of a
                  custodian, receiver, liquidator or trustee for Company or any
                  property of Company, provided, however, with respect to any
                  involuntary filing against Company, Company shall have sixty
                  (60) days from the date of the filing in which to cure such
                  default by dismissal of the action; then Consultant may, in
                  addition to its remedies hereinafter provided and any other
                  remedies available to it at law or in equity, upon written
                  notice of termination delivered to Company, terminate this
                  Contract (subject to any necessary bankruptcy court approvals
                  if termination is pursuant to subsection (ii) of this
                  section).

         14.      FEES AND REIMBURSEMENTS UPON TERMINATION. Upon termination of
                  this Contract for any reason, Consultant shall be entitled to
                  the Base Consulting Fee earned prior to termination, and
                  reimbursement of expenses incurred prior to termination and
                  submitted for reimbursement no later than thirty (30) days
                  after termination; provided, however, that any amounts payable
                  under this Contract upon or after termination shall be subject
                  to offset by any amounts then owed by Consultant or his estate
                  to Company.

         15.      DATE OF TERMINATION. If termination occurs under Section 12 of
                  this Contract, then the CEO shall establish the date of
                  termination for purposes of this Contract. If termination
                  occurs under Section 13, then the date of termination shall be
                  the date that written notice of termination is delivered by
                  Consultant to Company (subject to any bankruptcy stays).

         16.      RETURN OF MATERIALS AND EQUIPMENT. Upon the termination of
                  this Contract or termination of the retention of Consultant,
                  for any reason, Consultant shall, promptly, and without
                  copying any of the same, return all materials, property,
                  equipment, and computer and other electronically stored data
                  and records entrusted to Consultant by Company, or obtained by
                  or on behalf of Consultant as an incident of his retention
                  hereunder. If Consultant dies, this obligation shall be
                  carried out by the person who is legally responsible for the
                  affairs of Consultant's estate.

         17.      NATURE OF CONTRACT. This Contract is for personal services and
                  is not assignable or transferable by Consultant. The parties
                  hereto acknowledge and agree that Consultant is an independent
                  contractor and that nothing in this Contract is intended to
                  cause Consultant to be an employee, fiduciary, agent, legal
                  representative, partner or servant of Company for any purpose
                  whatsoever. Consultant agrees that Company shall in no event
                  assume liability for or be deemed liable hereunder as a result
                  of any contract, agreement, understanding, debt or obligation
                  entered into by Consultant on Company's behalf except as
                  authorized by this Contract.

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         18.      INVALIDITY OF PRIOR AGREEMENTS; AMENDMENTS IN WRITING. This
                  Contract supersedes all prior agreements and understandings
                  between Company and Consultant and expresses the whole and
                  entire agreement between the parties with reference to
                  Consultant's retention by Company. This Contract cannot be
                  modified or changed by any oral or verbal promise by
                  whomsoever made. No amendment or modification of this Contract
                  shall be binding on either party until such written amendment
                  or modification shall be executed by the parties hereto. This
                  Contract shall be approved in writing, and it may be executed
                  in counterparts, which together shall constitute one and the
                  same instrument.

         19.      CONSTRUCTION. This Contract shall be construed as to the joint
                  and equal work product of Company and Consultant and shall not
                  be construed more favorably to either on account of its
                  drafting.

         20.      ATTORNEY'S FEES. In the event of any legal proceeding to
                  enforce any provision of this Contract, the prevailing party
                  shall be entitled to recover from the non-prevailing party all
                  costs incurred in connection therewith, including a reasonable
                  attorney's and paralegal's fee at all levels of proceedings,
                  including arbitration, appeals, bankruptcy and collections.

         21.      BINDING ARBITRATION. All differences, claims or matters of
                  dispute relating to performance of duties and/or benefits
                  arising between the parties to this Contract or connected
                  herewith shall be submitted to binding arbitration conducted
                  by a mutually acceptable arbitrator generally familiar with
                  type of business conducted by Company who shall conduct
                  binding arbitration proceedings in the manner prescribed by
                  Chapter 682, Florida Statutes. In the event of any arbitration
                  or other proceeding to enforce any provision of this Contract,
                  the prevailing party shall be entitled to recover from the
                  non-prevailing party all costs reasonably incurred in
                  connection therewith, including reasonable attorney's fees.
                  Notwithstanding this arbitration provision, Company and
                  Consultant shall be entitled to enforce any and all provisions
                  of this Contract that are enforceable by specific performance
                  in any court of competent jurisdiction by temporary or
                  permanent injunction or other equitable relief, without regard
                  to the parties' agreement to arbitrate.

         22.      SEVERABILITY. All provisions contained in this Contract are
                  severable. In the event any of them, or any portion thereof,
                  shall be held to be invalid, this Contract shall be
                  interpreted as if such invalid agreements or covenants, or
                  portions thereof, were modified or deleted to the extent
                  necessary to be valid. In addition, if a court of competent
                  jurisdiction shall find that any provision of this Contract
                  concerning noncompetition is overbroad, overlong or
                  unreasonable, such court shall modify such provision to the
                  extent necessary to protect the legitimate business interests
                  and trade secrets of Company.

         23.      BINDING EFFECT. This Contract shall be binding upon, and inure
                  to the benefit of, the parties hereto, their heirs, successors
                  and assigns; and, without limiting the generality of the
                  foregoing, its noncompete and confidentiality provisions shall
                  be enforceable by Company's successors and assigns.

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<PAGE>

         24.      GOVERNING LAW; VENUE. This Contract will be governed by and
                  construed in accordance with the internal laws of the State of
                  Florida. Venue for any action related to or arising out of
                  this Agreement shall lie in Martin County, Florida.

         25.      NOTICES. All notices, demands, requests or other
                  communications to be sent by one party to the other hereunder
                  or required by law shall be in writing and shall be deemed to
                  have been validly given or served by delivery of the same in
                  person to the intended addressee, or by depositing the same
                  with Federal Express or another reputable private courier
                  service for next business day delivery addressed to the
                  intended addressee at its address set forth on the first page
                  of this Contract, or at such other address as may be
                  designated by such party as herein provided. All notices,
                  demands and requests shall be effective upon such personal
                  delivery, or one (1) business day after being deposited with
                  the private courier service. Rejection or other refusal to
                  accept or the inability to deliver because of changed address
                  of which no notice was given as herein required shall be
                  deemed to be receipt of the notice, demand or request sent. By
                  giving to the other party hereto written notice thereof in
                  accordance with the provisions hereof, each party shall have
                  the right from time to time to change their respective
                  addresses and each shall have the right to specify as its
                  address any other address within the United States of America.
                  Copies of all notices sent to Consultant shall be provided, no
                  later than one (1) business day after given to Consultant, by
                  facsimile transmission to Robert Lee Shapiro, Esq. at (561)
                  691-0066, and notice to Mr. Shapiro shall be deemed effective
                  upon receipt of the fax confirmation of transmission.

IN WITNESS WHEREOF, the parties have executed this Contract on the date first
written above.

COMPANY:                                    ULTRASTRIP SYSTEMS, INC.

                                            By:  ____________________________

                                            Print Name: _____________________

                                            Its: _____________________________


CONSULTANT:                                 _________________________________
                                            DENNIS MCGUIRE



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