Exhibit 10.23





                        EXCLUSIVE DISTRIBUTION AGREEMENT

                                 BY AND BETWEEN

                            ULTRASTRIP SYSTEMS, INC.

                                       AND

                     ROBOTIC ENVIRONMENTAL SERVICES, L.L.C.








MANUFACTURER:                             DISTRIBUTOR:
UltraStrip Systems, Inc.,                 Robotic Environmental Services, L.L.C.
a Florida Corporation                     11479 Darryl Drive
3515 SE Lionel Terrace                    Baton Rouge, LA 70815
Stuart, Florida 34996                     Telephone:        (225) 926-3000
Telephone:        (561) 287-4846          Facsimile:        (225) 926-6731
Facsimile:        (561) 781-4778




EXCLUSIVE DISTRIBUTOR AGREEMENT     Texas/LA

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TABLE OF CONTENTS                                  PAGE

Recitals                                            1
Appointment                                         1
Term; Option to Renew; Minimum Sales Quota          2
Exclusive Distribution and Services                 2
Orders and Prices                                   3
Payment                                             3
Delivery; Inventory                                 4
Training Demonstration and Use of Products          4
Marketing Materials; Official Language              5
Special Projects                                    6
Distributors Sales and Operational Obligations      6
Insurance                                           6
Records and Inspections                             7
Assignment                                          8
Trademarks and Patents                              8
Confidentiality                                     9
Default; Notice of Default                         10
Termination                                        10
Suspension of Performance                          12
Indemnification                                    12
Notices                                            13
Independent Contractor                             13
Key Persons                                        13
Jurisdiction and Venue                             14
Applicable Law                                     14
Compliance with Laws and Regulations               14
Distributors Representations And Warranties        15
Specific Performance; Enforcement                  15
Product Warranties                                 16
Waivers                                            16
Survival                                           17
Severability                                       17
Counterpart                                        17
Binding Effect                                     17
Amendments                                         17
Addendum #1                                        20
Addendum #2


EXCLUSIVE DISTRIBUTOR AGREEMENT     Texas/LA

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                        EXCLUSIVE DISTRIBUTION AGREEMENT

This Agreement, made and entered into this Insert_____ day of ______________,
2001 (the "EFFECTIVE DATE"), by and between ULTRASTRIP SYSTEMS, INC., a Florida
corporation, whose principal office is located at 3515 SE Lionel Terrace,
Stuart, Florida 34996 (the "MANUFACTURER"), and ROBOTIC ENVIRONMENTAL SERVICES,
L.L.C., a limited liability company organized under the laws of Louisiana, whose
principal office is located at 11479 Darryl Drive, Baton Rouge, Louisiana, 70815
(the "DISTRIBUTOR"). The Manufacturer and the Distributor are sometimes
collectively referred to as the "Parties" and sometimes individually referred to
as a "Party."

                                    RECITALS

A.       Manufacturer manufactures a robotic coating removal device, currently
         identified as the ULTRASTRIP ROBOTIC SYSTEM, which system includes the
         collective assemblage of equipment identified in the attached Addendum
         #1 (collectively, the "PRODUCT or PRODUCTS").

B.       Distributor desires to utilize the Products for the purpose of removing
         coatings in all non-blue water commercial applications, which include
         without limitation, petroleum storage tanks located on land, oil
         exploration and production facilities located on and off-shore, and
         barges utilized on rivers, but exclude ocean going vessels and
         shipyards utilized by ocean going vessels (the "REMOVAL SERVICES" or
         "SERVICES").

C.       Distributor desires to acquire the exclusive right to (I) distribute
         and sell the Products in the States of Texas and Louisiana (the
         "TERRITORY"), and (II) utilize the Products for the purpose of
         performing Removal Services within the Territory and on oil production
         facilities located in the Gulf of Mexico, within one-hundred (100)
         miles of the south boundary of the Territory; provided, however,
         Distributor shall have no exclusive right to distribute and sell the
         Products to, or perform Removal Services for, the owners of ocean going
         vessels or shipyards utilized by ocean going vessels (collectively, the
         "EXCLUSIVE DISTRIBUTION AND SERVICE RIGHTS", or "EXCLUSIVE
         DISTRIBUTORSHIP") . Distributor also desires to acquire an option to be
         the exclusive distributor of the Products in the Country of Venezuela
         (the "VENEZUELA OPTION"). The terms of the Venezuela Option are set
         forth in the attached Addendum #1.

         NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties agree as follows:

1.       RECITALS

         The foregoing Recitals are true, accurate, and incorporated into this
Agreement.

2.       APPOINTMENT

         2.1      Subject to the terms of this Agreement, Manufacturer grants
                  Distributor the Exclusive Distribution and Service Rights for
                  the Products (including any improvements to said Products now
                  or hereafter developed by Manufacturer) in the Territory, and
                  Distributor hereby accepts such appointment (the
                  "APPOINTMENT").

         2.2      The Appointment shall commence upon Distributor's completion
                  of the preconditions set forth on the schedule attached hereto
                  as Addendum #1 ("PRECONDITIONS"). In the event Distributor
                  fails to satisfy the Preconditions within the times and dates
                  specified, this Agreement shall automatically and immediately
                  terminate, whereupon the parties shall be relieved of all
                  further obligation or liability hereunder.

EXCLUSIVE DISTRIBUTION AGREEMENT  PAGE 1 OF 21                          Texas/La

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         TERM; OPTION TO RENEW; MINIMUM SALES QUOTA

         3.1      Unless sooner terminated in accordance herewith, this
                  Agreement shall commence on the Effective Date and continue
                  for a Term of five (5) years "(the "TERM"); provided, however,
                  at any time after the expiration of the third (3rd) year
                  Distributor shall agree to make such changes or modifications
                  to the Agreement as (i) may be deemed necessary or desirable
                  by Manufacturer's bankers or insurance company, or (ii)
                  facilitate either party's compliance with any law or
                  regulation; provided, further, Manufacturer shall not change
                  the location or size of the Territory, charge a fee to renew
                  the Agreement, or require Distributor to execute an agreement
                  that is materially different than the most current form of
                  distribution agreement utilized by Manufacturer in the United
                  States; provided, however, the Term shall terminate if
                  Distributor purchases less than the MINIMUM SALES QUOTA (as
                  defined in Addendum #1); provided, further, the Minimum Sales
                  Quota may be increased annually, commencing three (3) years
                  from the Effective Date, to such larger amount as Manufacturer
                  may require in its reasonable discretion, which shall be based
                  on (I) Distributor's historic performance in the Territory,
                  (II) historic performance in other territories, and (III)
                  projections of future performance, all of which shall not be
                  unreasonable; provided, however, the parties agree in advance
                  that the Minimum Sales Quota in year four (4) shall be four
                  (4) Systems and in year five (5) shall be five (5) Systems per
                  year. In the event Distributor is not in default of any of its
                  obligations hereunder sixty (60) days prior to the expiration
                  of the Term of this Agreement or any renewal thereof,
                  Manufacturer shall provide Distributor with a copy of its then
                  current form of Distribution Agreement. Distributor shall have
                  the option (the "OPTION," or "OPTION TO RENEW") to continue to
                  function as a distributor of the Products for a term of three
                  (3) years (each a "RENEWAL TERM"), which Option may be
                  exercised by executing the then current form of agreement
                  utilized by Manufacturer and returning same to Manufacturer
                  prior to the expiration of the Term or, if renewed, any
                  subsequent Renewal Term.

EXCLUSIVE DISTRIBUTION AGREEMENT  PAGE 2 OF 21                          Texas/La

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         3.2      Distributor may terminate this Agreement at any time by
                  providing Manufacturer with not less than thirty (30) days
                  advance written notice of same.

         EXCLUSIVE DISTRIBUTION AND SERVICES

         4.1      During the Term of this Agreement (or any renewal thereof),
                  all Key Persons (as hereinafter defined) and Distributor shall
                  not in any manner market, utilize, distribute or sell any
                  products which are competitive with the Products. For purposes
                  of this Agreement, competitive products shall include without
                  limitation any equipment, machinery, device, apparatus, or
                  accessories utilized for the purpose of removing coatings.

         4.2.     During the Term of this Agreement, Distributor may market,
                  utilize, distribute or sell the Products in all locations
                  outside the Territory, so long as Manufacturer does not notify
                  Distributor of any locations or territories in which it has
                  appointed a new exclusive distributor or otherwise determined
                  that it will become the exclusive distributor of its Products
                  (each an "EXCLUDED TERRITORY"). Within thirty (30) days of
                  Manufacturer's notice of establishment of a Excluded
                  Territory, Distributor shall cease and forever terminate any
                  and all activities involving its utilization, distribution,
                  marketing or sale of the Products within the Excluded
                  Territory; provided, however, Distributor shall be entitled to
                  utilize the Products for the purpose of completing any Removal
                  Services it became contractually obligated to perform on or
                  before the date of Manufacturer's notice establishing said
                  Excluded Territory; provided further, Distributor shall have
                  no right to continue to provide Removal Services unless
                  Distributor supplies Manufacturer with a true and correct copy
                  of any applicable contract for Removal services within ten
                  (10) days of Manufacturer's notice establishing the Excluded
                  Territory.

5.       ORDERS AND PRICES

         5.1      The prices for all Products purchased by Distributor shall be
                  based on price lists published by Manufacturer, plus all
                  applicable taxes, fees, duty or other charges imposed by any
                  government or governmental authority, including without
                  limitation sales tax. All prices published by Manufacturer
                  shall be subject to periodic adjustment by Manufacturer.

         5.2      All orders for Products shall be in writing, addressed to
                  Manufacturer, utilizing Manufacturer's approved form for same
                  (each a "PURCHASE ORDER"). No Purchase Order shall be
                  effective until accepted by Manufacturer, which acceptance
                  shall be in writing, addressed to Distributor.

         5.3      All prices quoted herein are in United States Dollars. All
                  prices quoted in any price list now or hereafter published by
                  Manufacturer shall also be in United States Dollars. All
                  payments from Distributor to Manufacturer hereunder shall be
                  in United States Dollars.

6.       PAYMENT

         6.1      After the Initial Order (as defined in Addendum #1), each
                  subsequent Purchase Order shall be accompanied by (i) payment
                  of a deposit (the "DEPOSIT") equal to twenty percent (20%) of
                  the gross amount of the Purchase Order (the "PURCHASE PRICE"),
                  and (ii) an irrevocable letter of credit issued by a bank
                  acceptable to the Manufacturer and Manufacturer's bank,
                  including terms and conditions acceptable to Manufacturer and
                  Manufacturer's bank, in an amount not less than the remaining
                  balance of the Purchase Price, and providing that it may be
                  immediately drawn upon by Manufacturer in the event said
                  remaining balance of the Purchase Price is not paid by
                  Distributor within thirty (30) days of the earlier of (A)
                  Distributors acceptance of delivery of the Products identified
                  in

EXCLUSIVE DISTRIBUTION AGREEMENT  PAGE 3 OF 21                          Texas/La

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                  the Purchase Order, or (B) five (5) days after Manufacturer's
                  notice that the Products identified in the Purchase Order have
                  been completed and are ready for delivery to Distributor's
                  freight carrier.

         6.2      Every payment by Distributor to Manufacturer hereunder shall
                  be in U.S. dollars via (A) irrevocable bank letter of credit
                  issued by a bank acceptable to the Manufacturer and
                  Manufacturer's bank, (B) bank wire transfer to Manufacturer's
                  account, or (C) such other financial instrument as may be
                  acceptable to the Manufacturer, in Manufacturer's sole
                  discretion.

7.       DELIVERY; INVENTORY

         7.1      Delivery of all Products shall be given and taken at the
                  Manufacturer's production facility located at 3515 SE Lionel
                  Terrace, Stuart, Florida, or such other place as the
                  Manufacturer shall designate by written notice to Distributor
                  ("MANUFACTURER'S PLANT"). Risk of loss of the Products shall
                  pass to the Distributor upon delivery of the Products to
                  Distributor (or Distributor's freight carrier).

         7.2      Manufacturer shall have the right to allocate deliveries of
                  Product among all distributors in the event of a shortage of
                  supply of Products, in such manner as Manufacturer, in its
                  sole discretion, shall determine.

8.       TRAINING, DEMONSTRATION AND USE OF PRODUCTS

         8.1      Distributor will maintain a properly trained sales force of
                  adequate size to represent and promote sales of the Products
                  throughout the Territory. Such sales force shall be kept
                  properly informed as to all of the advertising and marketing
                  programs and policies of Manufacturer, and shall pursue said
                  programs and policies in a manner reflecting the high
                  standards and business reputation of Manufacturer. It is
                  expressly agreed that, while Manufacturer shall provide
                  Distributor with technical assistance and copies of all sales
                  materials it has developed, Distributor shall be responsible
                  for developing its own marketing plan and system for selling
                  the Products. Distributor shall at all times conduct its
                  activities hereunder in strict accordance with all laws and
                  regulations of the Territory, and consistent with the highest
                  ethical and commercial standards.

         8.2      Distributor shall not demonstrate or permit the use of the
                  Products by any person(s) other than persons who have
                  successfully completed the Manufacturer's Training Course as
                  outlined herein and have been duly certified by the
                  Manufacturer to operate the Product. At any time after the
                  first ninety (90) days of this Agreement, Distributor may
                  develop its own training course utilizing personnel who have
                  completed Manufacturer's Training Course. In the event
                  Distributor is able to demonstrate to Manufacturer's
                  reasonable satisfaction that Distributor's training course
                  offers competent and thorough instruction in the use of the
                  Products, Distributor shall thereafter be entitled to permit
                  the use of the Products by any person(s) who has successfully
                  completed Distributor's training course and have been duly
                  certified by the Distributor to operate the Product.

         8.3      MANUFACTURER'S TRAINING COURSE. Within thirty (30) days of the
                  Effective Date hereof, Manufacturer shall provide on-site
                  training for the benefit of Distributor at Distributor's
                  principal place of business or such other location as the
                  parties may agree. Distributor will be solely responsible for
                  all expenses of Manufacturer's training staff including, but
                  not limited to, all transportation expenses such as airfare,
                  suitable lodging of up to $150.00 per day for Manufacturer's
                  technicians and $250.00 per day for Manufacturer's management
                  and salespersons ("TRAINING EXPENSES"). Manufacturer shall
                  calculate all Training Expenses in advance and provide
                  Distributor with its estimate. Prior to the commencement of
                  training, Distributor shall pay Manufacturer the estimated
                  Training Expenses. Upon completion of Manufacturer's

EXCLUSIVE DISTRIBUTION AGREEMENT  PAGE 4 OF 21                          Texas/La

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                  Training Course, Distributor shall be permitted to utilize,
                  market, distribute and sell the Products.

9.       MARKETING MATERIALS; OFFICIAL LANGUAGE

         9.1      Manufacturer maintains an inventory of documents, including
                  without limitation marketing materials, Product literature and
                  technical materials in both electronic and hard copy formats
                  (collectively, "MARKETING MATERIALS"), a complete list of
                  which is set forth in Manufacturer's Marketing Materials
                  Schedule. The Marketing Materials Schedule is published by
                  Manufacturer and updated periodically.

         9.2      Distributor shall not copy, duplicate, reprint, fax or
                  otherwise disseminate any Marketing Materials, except as
                  expressly authorized in the Marketing Materials Schedule.

         9.3      Manufacturer will make available to Distributor any item
                  listed in the Marketing Materials Schedule, subject to the
                  following conditions:

                  9.3.1    Marketing Materials in an electronic format are
                           available to the Distributor at no cost.

                  9.3.2    Manufacturer agrees to provide an initial inventory
                           of Marketing Materials, the value of which shall not
                           exceed $500.00, calculated pursuant to the prices set
                           forth in the Marketing Material Schedule .

                  9.3.3    All additional Marketing Materials required by
                           Distributor shall be available at the prices
                           specified in the Marketing Materials Schedule.
                           Payment shall be on the same terms as for payment of
                           Product.

         9.4      The official language of the Manufacturer and this Agreement
                  is English, and the official version of the Agreement is the
                  English version.

                  9.4.1    All communication by and between Distributor and
                           Manufacturer shall be in English. All documents
                           prepared in any language other than English and
                           submitted by Distributor to Manufacturer shall first
                           be translated into English so that Manufacturer
                           receives both a copy of the English version of such
                           document and the version that is not in English.

                  9.4.2    Marketing Materials in languages other than those
                           identified in the Marketing Materials Schedule are
                           available upon request pursuant to the following
                           conditions:

                           9.4.2.1          Manufacturer shall oversee and
                                            administer all activities incident
                                            to the translation of any Marketing
                                            Materials, including without
                                            limitation translations into the
                                            desired foreign language, printing
                                            set-up, printing, etc.

                           9.4.2.2          Distributor shall be responsible for
                                            the fees and costs required to
                                            translate Marketing Materials into
                                            any language not specified in the
                                            Marketing Materials Schedule;
                                            provided, however, Distributor shall
                                            not be responsible for any costs or
                                            fees resulting from the work of
                                            Manufacturer's employees.

EXCLUSIVE DISTRIBUTION AGREEMENT  PAGE 5 OF 21                          Texas/La

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10.      SPECIAL PROJECTS

         10.1     From time to time Distributor may request Manufacturer to
                  assist with various projects that are not addressed in the
                  Agreement. Distributor acknowledges that Manufacturer has no
                  obligation to assist with or otherwise participate in such
                  projects and that any such assistance or participation is
                  strictly voluntary and shall not create any obligation or
                  liability, except as specifically agreed to in writing by
                  Manufacturer, which writing will state with specificity the
                  obligations of the parties and the financial contribution of
                  each, if any.

11.      DISTRIBUTORS SALES AND OPERATIONAL OBLIGATIONS

         11.1     Sales Activities. Distributor shall use its best efforts to
                  diligently and systematically (I) solicit, contact and call
                  upon all potential customers and users of Products located in
                  the Territory, and (II) advertise and promote the Products
                  throughout the Territory by all usual and ethical means,
                  including without limitation advertising and personal
                  solicitation of customers, demonstration of Products,
                  processing of orders and customer inquiries or complaints, and
                  identification of Distributor as a source of Products in
                  business listings, trade publications, directories, stationary
                  and advertisements and through distribution of technical
                  literature, catalogues, brochures, and Marketing Materials, or
                  similar advertising materials issued or pre-approved in
                  writing by Manufacturer.

         11.2     Marketing Plan. Distributor shall provide Manufacturer on or
                  before December 1 of each calendar year with an annual
                  marketing plan for the following year, the form and substance
                  of which shall be reasonably satisfactory to Manufacturer.

         11.3     Facilities. Distributor shall provide an office or place or
                  places of business and all necessary facilities in the
                  Territory as required to perform and discharge Distributor's
                  obligations hereunder, and keep same clean, attractive and in
                  good condition.

         11.4     Sales Personnel. Distributor shall maintain a fully qualified
                  and effective sales organization, including sufficient
                  adequately trained, experienced and competent personnel to
                  perform and discharge Distributor's obligations hereunder.
                  Distributor shall use its best efforts to cause its personnel
                  involved in the sale or use of Products to attend all sales
                  meetings and training sessions conducted by Manufacturer from
                  time to time, and shall pay all costs to attend such meetings
                  and sessions, including travel, lodging and food costs for
                  each attendee; provided, however, Manufacturer shall provide
                  not less than thirty (30) days advance notice of any such
                  meeting or session, and in the event one or more of
                  Distributor's personnel are unable to attend same, Distributor
                  shall so notify Manufacturer within seven (7) days of
                  Manufacturer's notice.

12.      INSURANCE

         12.1     Throughout the Term of this Agreement, Distributor shall
                  obtain and maintain at all times liability and casualty
                  insurance ("MINIMUM LIABILITY INSURANCE") in such amounts as
                  Manufacturer shall specify from time to time, and shall
                  furnish to Manufacturer within ten (10) days of the Effective
                  Date of this Agreement a certificate of insurance which names
                  Manufacturer as an additional insured, evidences that such
                  insurance is in effect, and provides that it shall not be
                  canceled, terminated or modified on less than thirty (30) days
                  prior written notice to Manufacturer (the "CERTIFICATE OF
                  INSURANCE").

         12.2     The Minimum Liability Insurance established as of the
                  Effective Date of this Agreement is the amount specified in
                  Addendum #1. Notwithstanding anything to the contrary
                  contained herein, Manufacturer shall only increase the amount
                  of Minimum Liability Insurance if it determines that an
                  increase is necessary for the reasonable protection of the
                  parties.

EXCLUSIVE DISTRIBUTION AGREEMENT  PAGE 6 OF 21                          Texas/La

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13.      RECORDS AND INSPECTIONS

         13.1     Distributor shall at all times during the Term of this
                  Agreement and for a period of one (1) year thereafter maintain
                  accurate books and records sufficient to evaluate
                  Distributor's performance of, and compliance with, its
                  obligations under this Agreement. Distributor shall furnish
                  periodic reports with respect thereto in such form and
                  including such content as may be reasonably specified by
                  Manufacturer.

         13.2     Distributor shall on a periodic basis (but no more frequently
                  than quarterly) permit Manufacturer, its agents and
                  representatives, to inspect Distributor's facilities and
                  records during regular business hours for the purpose of
                  ascertaining Distributor's performance of, and compliance
                  with, its obligations under this Agreement.

         13.3     Distributor shall provide Manufacturer with annual financial
                  statements of Distributor, in form and substance which is
                  reasonable and satisfactory to Manufacturer, and communicate
                  to Manufacturer promptly any changes in its financial
                  condition form that are not reflected in such statements,
                  excluding changes which are individually, and in the
                  aggregate, immaterial.

14.      ASSIGNMENT

         14.1     This Agreement may not be assigned by Distributor to a third
                  party without the express written consent of Manufacturer and
                  approval of said third party by Manufacturer, both of which
                  may be withheld for any reason whatsoever. Notwithstanding the
                  forgoing, at any time after the third year of the Term,
                  Distributor may assign the Agreement to a third party (the
                  "ASSIGNEE"), provided all Key Persons hereunder remain
                  affiliated with or employed by the Assignee, as applicable,
                  and continue to perform the same duties and contribute the
                  same time and resources as they performed or contributed prior
                  to said assignment, for a period of not less than two years,
                  after which, provided Distributor is in full compliance with
                  the terms hereof, all Key Persons shall be relieved from
                  further obligation hereunder.

15.      TRADEMARKS AND PATENTS

         15.1.    Manufacturer's Trademarks. For purposes of this Agreement, the
                  term "TRADEMARKS" means the name "UltraStrip," "UltraStrip
                  M2000," "UHP Pumps," and those trademarks, trade names,
                  slogans, labels, logos, titles, insignias and other commercial
                  symbols listed on the attached Exhibit "A", which may be
                  changed at any time by Manufacturer upon written notice to
                  Distributor.

         15.2     Process Patents. The Distributor expressly agrees to convey to
                  the Manufacturer all right, title and interest in any process
                  patents or similar property rights as it relates to the use or
                  application of the Manufacturer's Products. This provision may
                  be specifically enforced by the Manufacturer and shall survive
                  the termination of this agreement, in perpetuity.

         15.3     Use of Trademarks. Distributor shall display each of the
                  Trademarks only on behalf of and for the sole benefit of
                  Manufacturer, and in such manner and on such terms as
                  Manufacturer may require or allow in writing. Distributor
                  shall submit to Manufacturer for approval in writing, prior to
                  any use, all sales, promotional and advertising materials
                  referring to Manufacturer or any Products or Trademarks . If
                  Distributor uses any Trademark in any manner, Manufacturer's
                  ownership of same shall be clearly indicated. Distributor
                  shall refrain from using any Trademarks as part of any
                  corporate, trade or firm name or style of Distributor, or in
                  connection with the advertisement, promotion, sale or

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                  solicitation for sale of any Product from any place of
                  business of facility located outside of the Territory.
                  Distributor shall refrain from using in any way any trade
                  name, slogans, labels, logos, titles, insignias and other
                  commercial symbol owned or used by Manufacturer other than the
                  Trademarks.

         15.4     No License. This Agreement shall not be construed as giving
                  Distributor any right, title or interest in any of the
                  Trademarks or copyrighted material used or owned by
                  Manufacturer, but only to permit Distributor to use such
                  material in conformity with this Agreement, in connection with
                  the promotion and sale of the Products, and only as long as
                  this Agreement shall remain in effect.

         15.5     Notice of Infringement. Distributor shall promptly notify
                  Manufacturer in writing of any possible infringement by any
                  third party of any Trademark or other intellectual property
                  right of Manufacturer of which Distributor becomes aware, as
                  well any claim of infringement of any intellectual property
                  right against Manufacturer or Distributor as the result of any
                  of Distributor's actions pursuant to this Agreement.

         15.6     On Termination. On the termination of this Agreement, all
                  rights and all privileges granted to Distributor under this
                  Agreement shall immediately cease, whereupon Distributor shall
                  discontinue the use of Manufacturer's Trademarks .

16.      CONFIDENTIALITY

                  The Distributor and the Manufacturer acknowledge a duty of
care and confidentiality to each other.

         16.1     Trade Secrets. Any of Manufacturer's trade secrets that may
                  from time to time be made available or become known to
                  Distributor are to be treated as confidential, are to be used
                  solely in connection with Distributor's performance under the
                  terms of this Agreement, and are not to be disclosed to anyone
                  other than Distributor's employees who have a reasonable need
                  for access thereto in connection with Distributor's
                  performance of its duties hereunder. Distributor's performance
                  of its duties hereunder shall survive the termination of this
                  Agreement.

         16.2     Non-compete. For a period of one (1) year after termination or
                  expiration of this Agreement, Distributor shall not engage in
                  the sale or promotion of any product within the Territory that
                  is competitive with the Products. Throughout the Term hereof
                  and for a period of one (1) year after termination or
                  expiration of this Agreement, no Key Person shall engage in
                  the sale or promotion of any product within the Territory that
                  is competitive with the Products, or otherwise assist or own
                  an interest in any venture or business entity that sells or
                  utilizes products which are competitive with the Products.

         16.3     Business information. All business information provided by
                  either party to the other, including but not limited to
                  present or prospective customers, management information
                  reports, contracts, operational methods, plans or strategies,
                  and other business affairs of either party, are and shall be
                  treated as confidential both during and after the Term of this
                  Agreement. Such information shall not be disclosed by
                  Distributor to any person, except for officers and employees
                  of Distributor requiring such information or materials to
                  perform services pursuant to this Agreement, and shall not be
                  used for the benefit of Distributor except in connection with
                  distribution activities under this Agreement. Distributor
                  shall require all of its officers, employees and Key Persons
                  to whom such information is disclosed to sign an agreement
                  containing these terms, to maintain the confidentiality of
                  such information and materials and not to disclose such
                  information to others. Distributor shall be liable to
                  Manufacturer for damages caused by any breach of this
                  provision. In addition to any other rights or remedies that
                  may be available to

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                  Manufacturer, Manufacturer shall be entitled to appropriate
                  injunctive relief or specific performance against Distributor
                  or its officers and employees to prevent a breach of this
                  provision. Distributor acknowledges and agrees that any breach
                  of this provision will cause irreparable injury to
                  Manufacturer and that money damages are not an adequate
                  remedy. If Manufacturer enforces its rights hereunder,
                  Manufacturer shall be entitled to recover from Distributor its
                  costs, expenses and attorney's fees. On termination of this
                  Agreement, Distributor shall deliver to Manufacturer all such
                  confidential information and materials, together with all
                  copies thereof.

17.      DEFAULT; NOTICE OF DEFAULT

         17.1     Any party who fails to keep or perform any of its material
                  obligations hereunder shall be in default of this Agreement.
                  Within thirty (30) days of becoming aware of any event of
                  default, the non-defaulting party shall provide the defaulting
                  party with notice of same, which notice shall include a
                  detailed description of the failure which constitutes said
                  default and a statement of what, if anything, can be done to
                  cure said default (the "NOTICE OF DEFAULT"). Any action
                  arising hereunder or related in any way hereto against
                  Manufacturer shall be brought within one (1) year after the
                  occurrence giving rise to the claim, or be barred forever. If
                  Distributor shall be in default hereunder, Manufacturer may,
                  without notice to Distributor, decline to make further
                  shipments of Product until the default is corrected.

18.      TERMINATION

         18.1     For Cause; Right to Cure. Manufacturer may terminate this
                  Agreement thirty (30) days after written notice by mail or fax
                  to the Distributor given at any time after the occurrence of
                  any of the following events: (I) Distributor's breach or
                  failure to comply with any term of this Agreement; (II)
                  Distributor's failure to pay Manufacturer any sums due
                  pursuant to the terms of this Agreement, or (III)
                  Distributor's becoming insolvent or unable to pay its
                  obligations as they become due. the Distributor shall have
                  thirty (30) days from the date of such written notice to cure
                  such default.

         18.2     For Cause; No Right to Cure. Manufacturer may terminate this
                  Agreement immediately on notice by Manufacturer to Distributor
                  at any time after the occurrence of any of the following
                  events: (i) Distributor's voluntary abandonment of the
                  Distributorship to which it has been appointed hereunder, (ii)
                  Distributor's breach or violation of Section 8, 9, 11, 12, or
                  13, (iii) Distributor's knowingly or purposeful falsification
                  of any records or reports submitted to Manufacturer, (iv)
                  Distributor's act or failure to act which damages
                  Manufacturer's reputation of Products, (v) Distributor's
                  failure to comply with any law or regulation in connection
                  with its obligations hereunder, (vi) the sale, distribution,
                  or any other disposition of substantially all of Distributor's
                  assets, other than as an assignment or transfer of the
                  complete Agreement, and (vii) Distributors failure to purchase
                  the Minimum Sales Quota in any specified period.

         18.3     Termination Consequences. The following shall govern the
                  rights, duties and obligations of the parties upon expiration
                  or termination of this Agreement:

                  18.3.1   Obligations of Distributor. Termination shall not
                           release or affect, and this Agreement shall remain
                           fully operative as to, any obligations of or
                           liabilities incurred by Distributor prior to the
                           effective date of such termination; provided,
                           however, that all indebtedness of Distributor to
                           Manufacturer of any kind shall become immediately due
                           and payable on the effective date of termination, and
                           Manufacturer may deduct from any sums it owes
                           Distributor, any sums owed by Distributor to
                           Manufacturer.

EXCLUSIVE DISTRIBUTION AGREEMENT  PAGE 9 OF 21                          Texas/La

<PAGE>

                  18.3.2   Cease As Distributor. Distributor shall cease and
                           desist immediately and permanently all use of, and
                           shall thereafter not use in any manner, the Marketing
                           Materials or Trademarks, as well as any name,
                           trademark, trade name, slogan, title, label,
                           insignia, commercial symbol or anything else which
                           would be likely to lead to confusion or uncertainty
                           as to whether Distributor is an authorized
                           distributor of the Products. If requested by
                           Manufacturer, Distributor shall notify its customers,
                           sub-distributors and others that it has ceased to be
                           a distributor of the Products.

                  18.3.3   Return of Property. Immediately after the effective
                           date of expiration or termination, Distributor shall
                           return any property of Manufacturer, together with
                           all manuals, books, catalogs, reference books,
                           bulletins, mailing lists, pamphlets, Marketing
                           Materials, and other materials of any kind previously
                           supplied to Distributor by Manufacturer, including
                           all copies, reproductions and translations thereof.

                  18.3.4   Purchase Orders. Any Purchase Orders received by
                           Manufacturer from Distributor, whether or not
                           accepted by Manufacturer, which have not been shipped
                           prior to the effective date of the termination, may,
                           at Manufacturer's option, be rejected or filled, and
                           if filled, shall only be filled on terms of cash in
                           advance or manufacture or shipment.

                  18.3.5   No Termination Compensation. Neither Distributor nor
                           Manufacturer shall, by reason of the termination or
                           expiration of this Agreement, be liable to the other
                           for any termination payment, compensation or benefit
                           of any kind, or reimbursement for any damages,
                           whether direct, indirect, special, incidental or
                           consequential or whether on account of the loss of
                           prospective profits on anticipated sales, loss of
                           reputation, goodwill or customers, expenditures,
                           investments, leases, or other commitments of any kind
                           made in connection with the business of Manufacturer,
                           Distributor or otherwise, and, to the extent each may
                           lawfully do so, Distributor and Manufacturer hereby
                           waive and renounce any right to receive any such
                           payment or benefit under any law, regulation, or
                           rule, including without limitation any Law of the
                           Territory.

19.      SUSPENSION OF PERFORMANCE

         19.1     Whenever performance by either party of any of its
                  obligations, other than the obligation to make payment of
                  money due hereunder, is substantially prevented by reason of
                  any act of God, strike or other industrial disturbance, lack
                  of materials, law, regulation, war or war conditions, or by
                  reason of any other matter beyond the control of the parties,
                  then such performance shall be excused during the continuance
                  of such prevention and for a reasonable time thereafter;
                  provided, however, the party asserting a right to suspend
                  performance shall have provided notice to the other party
                  within seven (7) days of the incident asserted as the reason
                  for the suspension of performance.

EXCLUSIVE DISTRIBUTION AGREEMENT  PAGE 10 OF 21                         Texas/La

<PAGE>

20.      INDEMNIFICATION

         20.1     By Distributor. Distributor shall indemnify and save
                  Manufacturer, its officers and shareholders, harmless from and
                  against any loss, claim or damage, including reasonable
                  attorney's fees, resulting from Distributor's breach of this
                  Agreement, or demonstration, use, marketing, sale or
                  distribution of the Products.

         20.2     By Manufacturer. Manufacturer shall indemnify and save
                  Distributor, its officers and shareholders harmless from and
                  against any loss, claim or damage, including reasonable
                  attorney's fees, resulting from any breach of the warranty
                  provided herein by Manufacturer; provided that Distributor
                  shall be entitled to the benefits of such indemnification only
                  to the extent that (I) prompt written notice is given to
                  Manufacturer of any claim, action, suit or proceeding
                  (including any investigation) in respect of which Manufacturer
                  may be called on to indemnify Distributor as aforesaid, (II)
                  Distributor's liability in respect of such loss, claim or
                  damages is not covered by any insurance policy required
                  hereunder or any recovery hereunder is less than the amount
                  (including attorney's fees) of Distributor's liability in
                  respect of such loss, claim or damages, (III) Manufacturer
                  shall have the exclusive right to assume Distributor's defense
                  in any such threatened or actual litigation including the
                  selection of counsel and the hiring of all experts,
                  consultants, and other persons in the course of an actual or
                  threatened litigation, and (IV) Manufacturer shall have sole
                  and exclusive control of the defense of any threatened or
                  actual litigation, including all strategy decisions up through
                  and including the time of trial, as well as all appellate
                  processes, and the terms of settlement of the litigation.

21.      NOTICES

         21.1     All notices, requests, consents and other communications
                  required or permitted to be given under this Agreement will be
                  in writing (including telefax or telecopy) and shall be sent
                  by certified mail, postage prepaid, return receipt requested,
                  or delivered by a recognized national overnight courier
                  service, or shall be sent by electronic communication,
                  addressed to the address shown at the beginning of this
                  Agreement, or to any other address or addresses as any party
                  may designate from time to time by notice given in accordance
                  with this Section. Any such notice shall be deemed delivered:
                  (A) on the date upon which the return receipt is signed or
                  delivery is refused or the notice is designated by the postal
                  authority as not deliverable, as the case may be if mailed,
                  (B) on the date of delivery of a recognized international
                  courier service, or (C) on the date of transmission if sent by
                  electronic communication; provided, however, any electronic
                  notice or Purchase Order sent to Manufacturer shall not be
                  deemed delivered or accepted until delivery or acceptance is
                  formally acknowledged by return notice from Manufacturer to
                  Distributor.

22.      INDEPENDENT CONTRACTOR

         22.1     Nothing herein shall be deemed to constitute Manufacturer and
                  Distributor as partners or otherwise associated in or with the
                  business of the other. Distributor is and shall always remain
                  an independent contractor and neither party shall be liable
                  for any debts, obligations or liabilities of the other.
                  Neither party is authorized to incur debts or other
                  obligations of any kind on the part of or as agent for the
                  other. It is expressly recognized that no fiduciary
                  relationship exists between the parties. Distributor is in no
                  respect an agent, employee or legal representative of
                  Manufacturer and shall not hold itself out as such for any
                  purpose whatsoever. Distributor shall not sign Manufacturer's
                  name or the name of any director, officer, employee or other
                  agent of Manufacturer to any instrument of other document.

EXCLUSIVE DISTRIBUTION AGREEMENT  PAGE 11 OF 21                         Texas/La

<PAGE>

23.      KEY PERSONS

         23.1     All Key Persons (as hereinafter defined) who have executed
                  this Agreement, represent and warrant that (I) they constitute
                  all officers and directors of Distributor, and all
                  shareholders owning more than five percent (5%) of the capital
                  stock of Distributor (each a "KEY PERSON"), and (II) that
                  Distributor is duly authorized to enter into this agreement
                  and that no further approval or consent is required. All Key
                  Persons have joined in the execution of this Agreement for the
                  purpose of guaranteeing Distributors performance and
                  obligating themselves to comply with the following provisions
                  of the Agreement: SECTION 4 (Exclusive Distribution and
                  Services); SECTION 8 (Training and Demonstration of Products);
                  SECTION 9 (Marketing Materials; Official Language); SECTION 15
                  (Trademarks and Patents); Section 16 (Confidentiality, Trade
                  Secrets, Non-compete, and Business Information), SECTION 17
                  (Default); SECTION 18 (Termination); SECTION 22 (Independent
                  Contractor); SECTION 24 (Jurisdiction and Venue); SECTION 25
                  (Applicable Law); SECTION 26 (Compliance with Laws and
                  Regulations); SECTION 28 (Specific Performance); SECTION 29
                  (Product Warranty); SECTION 30 (Waivers); SECTION 31
                  (Survival); Section 34 (Binding Effect); and Section 35
                  (Amendments). All Key Persons shall comply with and abide by
                  the forgoing Sections to the same extent as Distributor.
                  Notwithstanding anything to the contrary contained herein,
                  this Section shall survive any termination of this Agreement.

         23.2     Distributor shall immediately notify Manufacturer of all
                  persons who hereafter become Key Persons. Distributor shall
                  cause any new Key Person to acknowledge in writing their
                  obligation to comply with the above-mentioned sections of the
                  Agreement (the "KEY PERSON ADDENDUM"). The Key Person Addendum
                  shall be in such form and include such content as Manufacturer
                  may reasonable require. The Key Person Addendum must be
                  executed by the new Key Person and returned to Manufacturer
                  within seven (7) days of Distributors receipt of same.

24.      JURISDICTION AND VENUE

         24.1     Each of the parties irrevocably and unconditionally (A) agrees
                  that any suit, action or legal proceeding arising out of or
                  relating to this agreement will be brought in the courts of
                  the State of Florida in Palm Beach County or the court of the
                  United States, Southern District of Florida; (B) submits and
                  consents to the exclusive jurisdiction of each court in any
                  suit, action or proceeding; (C) waives any objection which it
                  may have to the laying of venue of any suit, action or
                  proceeding in any of the courts; and (D) agrees that service
                  of process or any other court paper may be effected on such
                  party by mail in accordance with the provisions of Section 21
                  hereof, or in such other manner as may be provided under
                  applicable Florida State laws or court rules.

25.      APPLICABLE LAW

         25.1     This Agreement and any question concerning its validity,
                  construction, or performance shall be governed by the laws of
                  the State of Florida, irrespective of the place of execution,
                  or the place or places of performance.

26.      COMPLIANCE WITH  LAWS AND REGULATIONS

         26.1     Distributor acknowledges that it is responsible for complying
                  with all governmental laws, ordinances, rules and regulations
                  of the Territory ("LAWS"), including without limitation all
                  Laws which may govern (I) the importation, transportation,
                  storage, marketing, distribution, sale, use and disposal of
                  Products in the Territory, and (II) Distributor's fulfillment
                  of its obligations under this Agreement, including but not
                  limited to the payment of any duties and taxes (excluding
                  Manufacturer income taxes), obtaining of any

EXCLUSIVE DISTRIBUTION AGREEMENT  PAGE 12 OF 21                         Texas/La

<PAGE>

                  governmental permits or approvals, compliance with customs
                  requirements or testing of any Products. Distributor shall
                  cooperate fully with Manufacturer in complying with any
                  governmental agency order or rule, which may obligate
                  Manufacturer to remedy any problem with, or defect in, any
                  Products located in the Territory, including identification of
                  the specific location of any such Products.

27.      DISTRIBUTORS REPRESENTATIONS AND WARRANTIES

         27.1     Distributor represents, warrants and agrees that it has full
                  right and authority to enter into this Agreement. If
                  Distributor is a corporation or limited liability company,
                  Distributor makes the following additional representations and
                  warranties to Manufacturer:

                  (a) Corporate Existence. Distributor is a corporation or
                  limited liability company duly organized and validly existing
                  under the laws of the State of Louisiana. Distributor has all
                  requisite power and authority to carry on its business as now
                  being conducted, or a contemplated hereby.

                  (b) Authorization. The execution, delivery and performance of
                  this Agreement have been duly authorized and approved by the
                  board of directors and shareholders or members of Distributor,
                  and constitutes the valid and binding agreement of
                  Distributor, enforceable in accordance with its terms.

                  c) Not Subject to Third Party Approval. The execution and
                  delivery of this Agreement by Distributor and the consummation
                  of the transactions contemplated hereunder, will not require
                  the authorization, consent or approval of any third party,
                  including any governmental subdivision or regulatory agency.

28.      SPECIFIC PERFORMANCE; ENFORCEMENT

         28.1     Each of the parties acknowledges that damages at law would be
                  an inadequate remedy if this Agreement is not specifically
                  enforced. Therefore, in the event of a breach or threatened
                  breach by any party of any provision of this Agreement, the
                  other party shall be entitled, in addition to all other rights
                  and remedies, to injunctions restraining such breach, without
                  being required to post any bond or other security, and/or to a
                  decree of specific performance of the provisions of this
                  Agreement.

         28.2     In the event Manufacturer incurs any cost, expense or
                  professional fees (including without limitation court costs
                  and attorney's fees) associated with the enforcement of this
                  Agreement (collectively, "Enforcement Costs"), Distributor
                  shall promptly reimburse Manufacturer, or Manufacturer shall,
                  at its option, have the right to deduct such Enforcement Costs
                  or Damages from any monies payable to Distributor hereunder.

29.      PRODUCT WARRANTY

         29.1     Manufacturer warrants to Distributor that the Products were
                  manufactured in accordance with their written specifications
                  when shipped to Distributor, and that for the first ninety
                  (90) days after delivery to Distributor the Products shall be
                  free from such material defect as would render the Products
                  unsuitable for use in the normal course; provided, however,
                  this limited warranty shall only apply if: (I) the Products
                  are used and maintained by Distributor as directed by all
                  applicable documentation and instructions issued by
                  Manufacturer and any warranty claim is unrelated to the
                  negligence, accident or act of Distributor or any third party;
                  (II) Distributor has paid Manufacturer all sums due hereunder;
                  (III) the Products have not in any way been modified; and (IV)
                  any warranty claim is unrelated to the failure of Products to
                  function in accordance with Manufacturer's specifications, or
                  to any Products normally consumed during use; provided,
                  further,

EXCLUSIVE DISTRIBUTION AGREEMENT  PAGE 13 OF 21                         Texas/La

<PAGE>

                  Distributor shall immediately notify Manufacturer of any
                  defect giving rise to a warranty claim, whereupon Manufacturer
                  shall have a reasonable period of time to repair or cure said
                  defect, failing which the subject Products shall be returned
                  to Manufacturer, and Manufacturer shall thereafter refund the
                  Purchase Price to Distributor.

         29.2     Distributor's sole remedy under or related to this Agreement
                  shall be a refund.

         29.3     OTHER THAN THE LIMITED WARRANTY DESCRIBED ABOVE, PRODUCTS ARE
                  PROVIDED HEREUNDER ON AN "AS IS" BASIS AND MANUFACTURER MAKES
                  NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
                  STATUTORY, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT
                  LIMITATION, MERCHANTABILITY, HIDDEN DEFECTS, DURABILITY,
                  SUITABILITY, OR PRODUCT'S FITNESS FOR ANY PARTICULAR PURPOSE,
                  COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OF TRADE,
                  NON-INFRINGEMENT OR OTHERWISE, AND MANUFACTURER HEREBY
                  DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY. MANUFACTURER
                  SHALL NOT UNDER ANY CIRCUMSTANCES BE RESPONSIBLE FOR ANY LOSS
                  OR DAMAGE, INDIRECT, SPECIAL, ORDINARY, EXEMPLARY,
                  CONSEQUENTIAL OR OTHERWISE, ARISING OUT OF THE TRANSACTIONS
                  CONTEMPLATED HEREUNDER. UNDER NO CIRCUMSTANCES SHALL
                  MANUFACTURER'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR
                  RELATED TO THIS AGREEMENT, EXCEED THE TOTAL AMOUNT PAID BY
                  DISTRIBUTOR TO MANUFACTURER.

         29.4     Manufacturer agrees to provide copies of all available
                  warranties from manufacturers of components utilized in the
                  Products.

30.      WAIVERS

         30.1     The failure or delay of any party at any time to require
                  performance by another party of any provision of this
                  Agreement, even if known, will not affect the right of that
                  party to require performance of that provision or to exercise
                  any right, power or remedy, and any waiver by any party of any
                  breach of any provision of this Agreement should not be
                  construed as a waiver of any continuing or succeeding breach
                  of the provision, a waiver of the provision itself, or a
                  waiver of any right, power or remedy under this Agreement.

31.      SURVIVAL

         31.1     All covenants, agreements, representations and warranties made
                  in this Agreement or otherwise made in writing by any party
                  pursuant to this Agreement will survive the termination or
                  execution and delivery of this Agreement and the consummation
                  of the transactions contemplated.

32.      SEVERABILITY

         32.1     If any provision of this Agreement is contrary to, prohibited
                  by or deemed invalid under applicable law or regulation, only
                  that provision will be inapplicable and deemed omitted to the
                  extent it is contrary, prohibited or invalid, but the
                  remainder will not be invalidated and will be given full force
                  and effect so far as possible.

EXCLUSIVE DISTRIBUTION AGREEMENT  PAGE 14 OF 21                         Texas/La

<PAGE>

33.      COUNTERPARTS

         33.1     This Agreement may be executed in multiple counterparts, each
                  of which shall be deemed an original, but all of which
                  together shall constitute one and the same instrument.

34.      BINDING EFFECT

         34.1     All of the terms and provisions of this Agreement are binding
                  upon, inure to the benefit of, and are enforceable by the
                  parties and their respective legal representatives, successors
                  and permitted assigns.

35.      AMENDMENTS

         35.1     The provisions of this Agreement may not be amended,
                  supplemented, waived or changed orally, but only by a writing
                  signed by the party as to whom enforcement is sought and
                  making specific reference to this Agreement.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

         WITNESSES:                 "DISTRIBUTOR"

                                    Robotic Environmental Services, L.L.C., a
                                    corporation organized under the laws of
                                    Louisiana


/s/ Jim A. Wilson                   By: /s/ Mark A. Wilson
-----------------                       ------------------
                                        Mark Wilson, President

/s/ Debra M. Lavigne
--------------------

                                             (CORPORATE SEAL)


         WITNESSES:                 "MANUFACTURER"

                                    ULTRASTRIP SYSTEMS, INC., a corporation
                                    organized under the laws of Florida


/s/ Mickey Donn                      By: /s/ Robert O. Baratta
---------------                          ---------------------
                                         Robert Baratta, President

/s/ Scott R. Baratta
--------------------
                                             (CORPORATE SEAL)

EXCLUSIVE DISTRIBUTION AGREEMENT  PAGE 15 OF 21                         Texas/La

<PAGE>

         WITNESSES:                                  "KEY PERSONS"


/s/ Debra M. Lavigne                 /s/ Mark A. Wilson
---------------------                ---------------------
/s/ Suzanne Craig
---------------------


/s/ Debra M. Lavigne                 /s/ R.C.
---------------------                ----------------------

/s/ Suzanne Craig
---------------------


/s/ Debra M. Lavigne                /s/ J. R. Lewis
---------------------               -----------------------

/s/ Suzanne Craig
---------------------


/s/ Debra M. Lavigne                /s/ William B. Johnson
---------------------               -----------------------

/s/ Suzanne Craig
---------------------


/s/ Debra M. Lavigne                /s/ John L. Bamagh
---------------------               -----------------------

/s/ Suzanne Craig
---------------------


/s/ Debra M. Lavigne                /s/ Jim.A. Wilson
---------------------               -----------------------

/s/ Suzanne Craig
---------------------


/s/ Debra M. Lavigne                /s/ Robert J. Thorning
---------------------               -----------------------

/s/ Suzanne Craig
---------------------

/s/ Debra M. Lavigne                /s/ W. Kurt Wilson
---------------------               -----------------------

/s/ Suzanne Craig
---------------------

EXCLUSIVE DISTRIBUTION AGREEMENT  PAGE 16 OF 21                         Texas/La

<PAGE>


         ADDENDUM #1

1.       ULTRASTRIP ROBOTIC SYSTEM. For purposes of this Agreement, the
         UltraStrip Robotic System (the "SYSTEM") includes the equipment
         identified as follows:

         (a)      One (1) UltraStrip M2000 Robot, with controls.

         (b)      One (1) UHP pump, in container, including spare parts selected
                  by Manufacturer.

         (c)      One (1)  vacuum and filtration system, in container.

         (d)      Various hoses and accessories, as selected by Manufacturer

2.       "PRECONDITIONS". The Appointment shall commence upon Distributor's
         completion of the following preconditions (the "PRECONDITIONS"), and
         Manufacturer's issuance of written confirmation of same
         ("MANUFACTURER'S CONFIRMATION"):

         (a)      On or before the execution of this Agreement, Distributor
                  shall deliver to Manufacturer true and correct copies of it's
                  Financial Statements and Balance Sheet for the most recent two
                  (2) years, which documents shall be subject to Manufacturer's
                  review and approval, in Manufacturer's sole and absolute
                  discretion.

         (b)      Commencing one (1) day from the Effective date and ending 45
                  days thereafter, or upon completion of the Distributor's first
                  coatings removal job, whichever is the earliest, (the "TRIAL
                  PERIOD"), Distributor shall use the System for the purpose of
                  performing one (1) or more coating removal jobs. At the
                  inception of the Trial Period, Distributor's operating
                  personnel shall attend an instructional course at The Robotics
                  Institute, which will qualify them, upon the successful
                  completion of the course, to safely and properly use the
                  System. All use of the System during the Trial Period shall be
                  under the supervision and direction of Manufacturer's
                  personnel, whose decisions respecting the operation and use of
                  the System shall be controlling. At any time prior to the
                  expiration of the Trial Period either party may terminate this
                  Agreement for any reason whatsoever by providing the other
                  with written notice of same. Within five (5) days of the
                  commencement of the Trial Period Distributor shall pay
                  Manufacturer the sum of $5000.00 as reimbursement to
                  Manufacturer for its costs to transport the System (the "TRIAL
                  FEE"). In addition, the Distributor shall reimburse the
                  Manufacturer for expenses incurred by Manufacturer's personnel
                  in training Distributor's personnel on site during the
                  Distributor's first job as per Para. 8.3.

         (c)      Within seven (7) days of the expiration of the Trial Period
                  Distributor shall (I) pay Manufacturer the sum of $850,000.00,
                  representing the purchase price of one (1) System (the
                  "INITIAL Order"), and (II) deliver the Certificate of
                  Insurance to Manufacturer. Payment shall be in U.S. dollars
                  via bank wire transfer to Manufacturer's account.

3.       MINIMUM SALES QUOTA. In addition to the Initial Order, the minimum
         number of Systems Distributor shall purchase from Manufacturer (the
         "MINIMUM SALES QUOTA") during the first three (3) years of the Term
         (commencing from the Effective Date) shall be as follows:

         (a)      Five (5) Systems within the first two (2) years of this
                  Agreement (for a total number of six (6) Systems including the
                  initial order to be purchased in the first two (2) years),
                  with Distributor's Purchase Order for the first three (3)
                  Systems due on or before six (6) months from the Effective
                  Date hereof, and subsequent Purchase Orders for each of the
                  remaining three (3) Systems due every six (6) months
                  thereafter, and

EXCLUSIVE DISTRIBUTION AGREEMENT  PAGE 17 OF 21                         Texas/La


<PAGE>

         (b)      Three (3) Systems within the third (3rd) year of this
                  Agreement, with Distributor's Purchase Order for the first
                  System due on or before twenty-five (25) months from the
                  Effective Date hereof, and subsequent Purchase Orders for each
                  of the remaining two (2) Systems due every four (4) months
                  thereafter.

         Notwithstanding the forgoing, each of the above-mentioned dates upon
which Distributor shall be obligated to pay for each System (each a "DUE DATE")
may be extended as follows:

         (i)      In the event Distributor acquires any System in advance of the
                  Due Date, Distributor shall receive a credit equal to the
                  number of days in advance of the Due Date it paid for such
                  System (a "CREDIT(S)").

         (ii)     In addition to the aforementioned Credit, at the commencement
                  of each year of the Term hereof, Distributor shall receive a
                  total of ninety (90) days additional Credit, which may be
                  utilized to extend any subsequent Due Date.

         All Credits, which are not utilized by Distributor in any year of the
Term, may be accumulated and thereafter utilized in subsequent years for the
purpose of extending any Due Date. Manufacturer shall compute and keep records
of all Credits, and in the event of a dispute between Distributor and
Manufacturer respecting the total number of Credits or their application,
Manufacturer's records shall be controlling and final.

4.       "MINIMUM LIABILITY INSURANCE" - Minimum Liability Insurance shall be
         $5,000,000.00 US dollars.

5.       VENEZUELA OPTION. In the event Distributor pays Manufacturer for at
         least four (4) Systems on or before June 30, 2002, Manufacturer shall
         offer Distributor the opportunity to become its exclusive distributor
         of Products for the territory of Venezuela (the "VENEZUELA OPTION). The
         Venezuela Option shall be subject to Distributors execution of
         Manufacturer's INTERNATIONAL EXCLUSIVE DISTRIBUTOR AGREEMENT, which
         shall include without limitation, provision for Minimum Sales Quotas in
         such amounts as may be determined by Manufacturer in Manufacturer's
         sole and exclusive opinion.

EXCLUSIVE DISTRIBUTION AGREEMENT  PAGE 18 OF 21                         Texas/La

<PAGE>

                                   ADDENDUM #2

                                       TO

                        EXCLUSIVE DISTRIBUTION AGREEMENT

         This Addendum # 2 shall amend the Exclusive Distribution Agreement and
Addendum #1 (collectively, the "AGREEMENT"). In the event of a conflict between
the Agreement and this Addendum #2, Adendum #2 shall control. Except as
specifically amended hereby, all terms and conditions of the Agreement shall
remain in full force and effect.

I.       The Distributor shall be designated as Robotic Environmental Services,
         LLC , a limited liability company organized under the laws of
         Louisiana, whose principal office is located at 11479 Darryl Drive,
         Baton Rouge, Louisiana 70815.

II.      Section 4.1 is replaced and amended by the following Section 4.1:

         "During the Term of this Agreement (or any renewal thereof), all Key
         Persons (as hereinafter defined) and Distributor shall not in any
         manner market, utilize, distribute or sell any products which are
         competitive with the Products. For purposes of this Agreement,
         competitive products shall include without limitation any ultra high
         pressure water equipment, machinery, device, apparatus, or accessories
         utilized for the purpose of removing coatings."

III.     The following Section 4.3 is added to the Agreement:

         "During the term of this Agreement or any extension hereof,
         Manufacturer shall provide in any sale or lease of Products to any
         person or entity who is not an exclusive distributor that said person
         or entity shall not sell, lease, or perform Removal Services in the
         Territory, without the specific written consent of Distributor;
         provided, however, the parties agree that in the event Manufacturer
         sells or leases Products to a person or entity located outside the
         Territory, said person or entity may perform Removal Services for its
         existing customers with facilities, ships or equipment located in the
         Territory, and any such services shall not be deemed to infringe upon
         or otherwise violate the Exclusive Distribution and Service Rights
         granted hereby."

IV.      Section 28.2 is replaced and amended by the following Section 28.2:

         In the event either party incurs any cost, expense or professional fees
         (including without limitation court costs and attorney's fees)
         associated with the enforcement of this Agreement (collectively,
         "ENFORCEMENT COSTS"), the defaulting party shall promptly reimburse the
         non-defaulting party, or the non-defaulting party shall, at its option,
         have the right to deduct such Enforcement Costs or Damages from any
         monies payable to the defaulting party hereunder.

         ROBOTIC ENVIRONMENTAL SERVICES, LLC         ULTRASTRIP SYSTEMS, INC.


         By:  /s/ Mark A. Wilson                     By: /s/ Robert Baratta
              ------------------                         ------------------
                  Mark Wilson,                               Robert Baratta,
                  Manager                                    President

         Date: Sept. 7, 2001                         Date: Sept. 11, 2001
               -------------                               --------------

EXCLUSIVE DISTRIBUTION AGREEMENT  PAGE 19 OF 21                         Texas/La

<PAGE>

                                   ADDENDUM #3

                                       TO

                        EXCLUSIVE DISTRIBUTION AGREEMENT

         This Addendum # 3 shall amend the Exclusive Distribution Agreement and
Addendum #1 and Addendum #2 (collectively, the "AGREEMENT"). In the event of a
conflict between the Agreement and this Addendum #3, Addendum #3 shall control.
Except as specifically amended hereby, all terms and conditions of the Agreement
shall remain in full force and effect.

I.       The Distributor shall pay Manufacturer $850,000.00 for the initial
         Product purchase.

II.      Additional Product purchases will be sold to Distributor by
         Manufacturer at a twelve (12%) percent discount from Manufacturer's
         retail price.

III.     Manufacturer will agree that units two (2), three (3), and four (4)
         will not exceed $968,000.00 net cost to Distributor after twelve (12%)
         percent discount from Manufacturer's retail price. Manufacturer agrees
         that the wholesale price for units five (5), six (6), seven (7), and
         eight (8) will not exceed ten (10%) over the maximum wholesale price
         for units two (2), three (3), and four (4).

IV.      Manufacturer recommends that Distributor should not sell Product at
         more than three (3%) below Manufacturer's suggested retail price.
         Should Distributor desire to sell Product to a customer outside the
         Territory, Manufacturer would address that issue under Article 10.1.
         Special Projects would consider the customer's location and whether or
         not Distributor would train and service customer or if a "finder's fee"
         commission would be paid to Distributor.

         ROBOTIC ENVIRONMENTAL SERVICES, LLC         ULTRASTRIP SYSTEMS, INC.


         By:  /s/ Mark A. Wilson                     By: /s/ Robert Baratta
              ------------------                         ------------------
                  Mark Wilson,                               Robert Baratta,
                  Manager                                    President

         Date: Sept. 7, 2001                         Date: Sept. 11, 2001
               -------------                               --------------

EXCLUSIVE DISTRIBUTION AGREEMENT  PAGE 20 OF 21                         Texas/La

<PAGE>


                                   ADDENDUM #4

                                       TO

                        EXCLUSIVE DISTRIBUTION AGREEMENT

         This Addendum #4 shall amend the Exclusive Distribution Agreement and
previous addendums (collectively, the "AGREEMENT"). In the event of a conflict
between the Agreement and this Addendum #4, Addendum #4 shall control. Except as
specifically amended hereby, all terms and conditions of the Agreement shall
remain in full force and effect.

I.       Distributor and Manufacturer agree that this signed Addendum signifies
         the end of the Trial Period.

II.      Distributor accepts the equipment delivered as the Initial Order.

III.     The Distributor agrees that the results of the Trial Period are
         acceptable and the Agreement is now in full force and effect.


         ROBOTIC ENVIRONMENTAL SERVICES, LLC         ULTRASTRIP SYSTEMS, INC.


         By:  /s/ Mark Wilson                        By: /s/ Robert Baratta
              ------------------                         ------------------
                  Mark Wilson,                               Robert Baratta,
                  Manager                                    President

         Date: 9-27-01                               Date: 9-28-01
               -------                                     -------

         N:\ATTY\WJH\ultraaddendum2.wpd(1864.000)gca-doc96

IV.      Distributor agrees to send equipment back to Pittsburgh, PA for all
         upgrades Manufacturer deems necessary. All expenses to transport
         equipment from Baton Rouge to Pittsburgh and back to Baton Rouge are
         borne by Manufacturer. All upgrades to equipment will also be at
         Manufacturer's expense. Manufacturer further agrees that Distributor
         has seven (7) days to pay for equipment after it returns to Baton Rouge
         from Pittsburgh. Completion of upgrades including transportation will
         be limited to ten (10) calendar days.

EXCLUSIVE DISTRIBUTION AGREEMENT  PAGE 21 OF 21                         Texas/La