EXHIBIT 10.27

                        DEVELOPMENT AND SUPPLY AGREEMENT


         THIS DEVELOPMENT AND SUPPLY AGREEMENT (the "Agreement") is made this
13th day of May, 2002, by and between METRO MACHINE CORP., a Virginia
corporation ("Metro"); and ULTRASTRIP SYSTEMS, INC., a Florida corporation.

                                    RECITALS:

         A.       Metro is developing an advanced, state-of-the-art ship
                  enclosure, paint removal, and coating system which will
                  include, without limitation, the use of the Metro SPEEDE
                  drydock and the Metro CAPE system as currently being developed
                  by Metro (collectively, the "Metro Ship Coating System").

         B.       Upon completion of development of the Metro Ship Coating
                  System, Metro intends to use the Metro Ship Coating System in
                  its shipyard located in Norfolk, Virginia and to market and
                  sell the Metro Ship Coating System to other shipyards and ship
                  repair companies.

         C.       Ultrastrip has developed and is continuing to develop
                  prototype, robot operated, high pressure, water based, paint
                  removal equipment for use in ship paint removal operations,
                  which equipment employs 55,000 psi, 4 gpm technology
                  (collectively, the "Ultrastrip Paint Removal Equipment").

         D.       Metro desires to purchase from Ultrastrip a prototype paint
                  removal system which will consist of two (2) robots and
                  supporting Ultrastrip Paint Removal Equipment (collectively,
                  the "Ultrastrip Paint Removal System") for integration with
                  the Metro Ship Coating System and, in connection therewith, to
                  further develop, evaluate, refine, and test the prototype of
                  the Ultrastrip Paint Removal System.

         E.       Upon completion of development of the Ultrastrip Paint Removal
                  System and the integration of the Ultrastrip Paint Removal
                  System with the Metro Ship Coating System, Metro intends to
                  use the prototype of the Ultrastrip Paint Removal System in
                  its shipyard and to market and sell the Ultrastrip Paint
                  Removal System as part of the Metro Ship Coating System.

         F.       Metro and Ultrastrip desire to set forth in this Agreement
                  their agreements and understandings concerning the purchase by
                  Metro of a prototype of the Ultrastrip Paint Removal System,
                  the further development, evaluation, refinement, and testing
                  of the Ultrastrip Paint Removal System, the integration of the
                  Ultrastrip Paint Removal System with the Metro Ship Coating
                  System, and the subsequent marketing and sale of the
                  Ultrastrip Paint Removal System in connection with the
                  marketing and sale of the Metro Ship Coating System.

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                                   AGREEMENT:

         NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the purchase price for the Prototype System to be paid by Metro to
Ultrastrip, and other good and valuable consideration, the adequacy and receipt
of which is hereby acknowledged, Metro and Ultrastrip hereby agree as follows.

         1.       Definitions:

                  (a)      CAPE System. The environmentally compliant,
                           proprietary, encapsulating and processing system
                           under development by Metro for the coating of ship
                           hulls.

                  (b)      "develop", "developed" or "development". The
                           cumulative process of the development, design,
                           redesign, fabrication, manufacture, installation,
                           analysis, testing, evaluation, and/or refinement of
                           any component, equipment or system pursuant to the
                           plans and specifications for such component,
                           equipment or system in order to meet or exceed the
                           product requirements for such component, equipment,
                           or system.

                  (c)      Final Plans and Specifications. The final plans and
                           specifications for the Ultrastrip Paint Removal
                           System incorporating all changes in the system based
                           on the operation of the Prototype System and as
                           accepted and approved by Ultrastrip.

                  (d)      Firewall Agreement. An agreement between Metro and
                           Ultrastrip providing to each party through its
                           independent certified public accountants protected
                           access to confidential financial information of the
                           other party.

                  (e)      Improvements. Any changes, enhancements,
                           improvements, modifications or refinements made to
                           the Ultrastrip Paint Removal Equipment as a result of
                           the independent development efforts of Ultrastrip and
                           any changes, enhancements, improvements,
                           modifications or refinements made to the Ultrastrip
                           Paint Removal System based on or arising from the
                           development and performance of the Prototype System.

                  (f)      Metro. Metro Machine Corp., a Virginia corporation.

                  (g)      Metro Proprietary Information. All Proprietary
                           Information owned or possessed by Metro.

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                  (h)      Metro Ship Coating System. The integrated system
                           developed by Metro for the enclosure, paint removal,
                           and coating of ships using Metro Proprietary
                           Information including, without limitation, the SPEEDE
                           drydock and the CAPE system.

                  (i)      Pre-Operational Testing. (i) Electrical cold check of
                           all electrical components, equipment, and subsystems
                           of the Prototype System, (ii) rotational checks of
                           all motors, (iii) hydrostatic tests of all pipes and
                           pressure vessels of the Prototype System, (iv)
                           flushing of all pipes and pressure vessels of the
                           Prototype System, and (v) measurement and adjustment
                           of the mechanical alignment of all components,
                           equipment of the Prototype System and subsystems of
                           the Prototype System.

                  (j)      Proprietary Information. All confidential and
                           proprietary information, trade secrets, documents,
                           processes, systems, "know how", expertise, and
                           business and industrial practices owned or possessed
                           by a person in connection with such person's business
                           and affairs, in whatever medium, including, without
                           limitation, designs and drawings of such person's
                           products; manuals, and the information contained
                           therein; such person's methods and systems; names and
                           addresses of such person's suppliers; prices charged
                           and paid by such person; such person's technical
                           memoranda and data, research reports, manuals and
                           memoranda; comparative analyses of competitive
                           products; services and operating procedures of such
                           person; and any information, data or documents which
                           such person designates as trade secrets or as
                           confidential, whether or not any of the foregoing
                           qualify as "trade secrets" under applicable law.
                           Notwithstanding the foregoing, Proprietary
                           Information shall not include information which is or
                           becomes generally known to the public other than
                           through disclosure in violation of the provisions
                           concerning confidentiality set forth in Paragraph 9
                           of this Agreement.

                  (k)      Prototype System. The prototype of the Ultrastrip
                           Paint Removal System, consisting of two (2) robots
                           and all required supporting Ultrastrip Paint Removal
                           Equipment employing 55,000 psi and 4 gpm water-based,
                           paint removal technology, as developed and continuing
                           to be developed exclusively by Ultrastrip and which
                           Metro intends to integrate with Metro systems and
                           technology as a part of the Metro Ship Coating
                           System.

                  (l)      SPEEDE Drydock. The SPEEDE Drydock under development
                           by Metro which will enable Metro to be world
                           competitive in cost, schedule, and quality of
                           performance in the coating of ship hulls while
                           meeting all environmental laws and regulations.

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                  (m)      Ultrastrip. Ultrastrip Systems, Inc., a Florida
                           corporation.

                  (n)      Ultrastrip Paint Removal Equipment. The robot
                           operated, high pressure, water based, paint removal
                           equipment using 55,000 psi, 4 gpm technology as
                           developed and continuing to be developed by
                           Ultrastrip for use in ship paint removal operations.

                  (o)      Ultrastrip Paint Removal System. A paint removal
                           system using two (2) Ultrastrip robots and all
                           required supporting Ultrastrip Paint Removal
                           Equipment as developed and continuing to be developed
                           by Ultrastrip for use in ship exterior hull paint
                           removal operations.

                  (p)      Ultrastrip Proprietary Information. All Proprietary
                           Information owned or possessed by Ultrastrip.

         2.       Parties:

                  (a)      Metro Machine Corp. ("Metro")

                  (b)      Ultrastrip Systems, Inc. ("Ultrastrip")

         3.       Purpose:

                  (a)      The purpose of this Agreement is to set forth the
                           respective duties and obligations of Metro and
                           Ultrastrip in connection with the development of the
                           Prototype System to be integrated as part of the
                           Metro Ship Coating System.

                  (b)      During the term of this Agreement, Ultrastrip shall
                           have the following duties and obligations: (i)
                           fabricate, manufacture, and deliver to Metro one (1)
                           Prototype System for evaluation and testing by Metro
                           including, but not limited to, testing of the
                           feasibility of integrating the Prototype System with
                           the Metro Ship Coating System; (ii) improve the
                           design, plans, specifications, and method of
                           fabrication for the Ultrastrip Paint Removal System
                           based on the performance of the Prototype System for
                           use in connection with the Metro Ship Coating System;
                           (iii) incorporate technical advances and Improvements
                           in the Ultrastrip Paint Removal Equipment and the
                           Ultrastrip Paint Removal System into the Prototype
                           System; and (iv) fabricate and manufacture the
                           Ultrastrip Paint Removal System pursuant to the Final
                           Plans and Specifications based on the performance of
                           the Prototype System for marketing and sale to
                           customers for the Metro Ship Coating System including
                           the Ultrastrip Paint Removal System and the
                           Ultrastrip Paint Removal System without the Metro
                           Ship Coating System.

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                  (c)      During the term of this Agreement, Ultrastrip shall
                           incorporate Improvements that arise from the
                           independent development of the Ultrastrip Paint
                           Removal Equipment by Ultrastrip into the Prototype
                           System as part of the technical service and support
                           to be provided by Ultrastrip to Metro pursuant to
                           Paragraph 7 of this Agreement. If Metro requests that
                           Ultrastrip modify or redesign the Prototype System or
                           incorporate Improvements proposed by Metro as a
                           result of the operation and performance of the
                           Prototype System, such request for modification or
                           redesign or incorporation of Improvements shall be
                           handled as a change order under this Agreement, and
                           shall be subject to the negotiation by Metro and
                           Ultrastrip of a mutually satisfactory amendment to
                           this Agreement covering price, time of performance,
                           and other matters.

                  (d)      In connection with the development of the Prototype
                           System, Metro agrees to make available to Ultrastrip
                           personnel facilities at its shipyard located in
                           Norfolk, Virginia and to provide general assistance
                           to Ultrastrip personnel in connection with the
                           development of the Prototype System. In the event
                           that Metro personnel become aware of any potential
                           improvements in the design or fabrication of the
                           Ultrastrip Paint Removal Equipment or the Prototype
                           System, Metro shall provide information about such
                           potential improvements to Ultrastrip. Metro shall
                           provide any such information without charge to
                           Ultrastrip and without compensation to Metro in
                           further consideration of the performance by
                           Ultrastrip of its duties and obligations under the
                           Agreement. Any such Improvements shall become, be,
                           and remain the sole property of Ultrastrip; provided,
                           however, that Metro shall own the Improvements (but
                           not the intellectual property rights relating
                           thereto) that are incorporated directly in the
                           Prototype System purchased by Metro from Ultrastrip
                           pursuant to the provisions of this Agreement.

         4.       Term: The term of the Agreement will be a period of sixteen
                  (16) years, beginning May 1, 2002.

         5.       Schedule of Performance:

                  (a)      Ultrastrip will deliver the Prototype System to Metro
                           at its shipyard located in Norfolk, Virginia on or
                           before July 15, 2002.

                  (b)      All Pre-Operational Testing of the Prototype System
                           will be completed, and all adjustments to the
                           Prototype System made, on or before August 15, 2002.

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                  (c)      Ultrastrip acknowledges and agrees that time is of
                           the essence with respect to the performance of its
                           duties and obligations under Paragraph 5(b) above.

         6.       Price:

                  (a)      The price for the Prototype System is Two Million
                           Dollars ($2,000,000). The purchase price for the
                           Prototype System is payable by Metro to Ultrastrip as
                           follows.

                  (b)      Upon the execution of the Agreement by Metro and
                           Ultrastrip, Metro will pay to Ultrastrip a down
                           payment against the purchase price in the amount of
                           Five Hundred Thousand Dollars ($500,000). The balance
                           of the purchase price, less retainage in the amount
                           of ten (10) percent of the purchase price, will be
                           payable by Metro to Ultrastrip on the date of
                           delivery of the Prototype System to Metro at its
                           shipyard located in Norfolk, Virginia and the
                           acceptance by Metro of the Prototype System.
                           Acceptance of the Prototype System shall be deemed to
                           have occurred on the date when all components,
                           equipment, and subsystems comprising the Prototype
                           System have been delivered by Ultrastrip to Metro at
                           its shipyard located in Norfolk, Virginia in working
                           order. The components, equipment, and subsystems that
                           comprise the Prototype System are identified and
                           listed on EXHIBIT A attached to this Agreement and
                           hereby made a part hereof but also include any and
                           all other components, equipment, and subsystems
                           necessary to enable the Prototype System to perform
                           its intended function as designed by Ultrastrip, even
                           if such other components, equipment, and subsystems
                           are not listed on EXHIBIT A.

                  (c)      Metro will pay one-half of the retainage to
                           Ultrastrip upon the completion to Metro's reasonable
                           satisfaction of Pre-Operational Testing for the first
                           robot that comprises part of the Prototype System and
                           the other one-half of the retainage upon the
                           completion to Metro's reasonable satisfaction of the
                           Pre-Operational Testing for the second robot that
                           comprises part of the Prototype System. Metro and
                           Ultrastrip shall establish by mutual agreement
                           reasonable protocols and test parameters and
                           objectives for the Pre-Operational Testing.

                  (d)      Upon payment of the purchase price for the Prototype
                           System, Metro will own the Prototype System and will
                           have the right to use and market the Prototype System
                           as provided in this Agreement; provided, however,
                           that Ultrastrip shall continue to own all
                           intellectual property relating to the Ultrastrip
                           Paint Removal Equipment and the Ultrastrip Paint
                           Removal System as provided in Paragraph 10 of this
                           Agreement.

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         7.       Technical and Logistics Support and Service:

                  (a)      During the term of this Agreement, Ultrastrip shall
                           provide technical and logistics assistance, support,
                           and service in connection with the development of the
                           Prototype System for use in connection with the Metro
                           Ship Coating System and the operation and use by
                           Metro of the Prototype System thereafter. Such
                           technical and logistics assistance, support, and
                           service shall include, without limitation, (i)
                           training of Metro personnel in the operation of the
                           Prototype System, (ii) testing of the components,
                           equipment, and subsystems of the Prototype System,
                           (iii) collection of test results and evaluation of
                           test data of the Prototype System, (iv) performing
                           maintenance on and repairs to the Prototype System,
                           (v) providing and installing spare parts for the
                           Prototype System, (vi) incorporating into the
                           Prototype System Improvements in the Ultrastrip Paint
                           Removal Equipment or the Ultrastrip Paint Removal
                           System resulting or arising from independent testing
                           by Ultrastrip and ongoing product development by
                           Ultrastrip, (vii) upon execution of a written change
                           order, incorporating into the Prototype System
                           Improvements requested by Metro as a resulting of the
                           further development of the Prototype System in
                           connection with the integration of the Prototype
                           System in the Metro Ship Coating System; and (viii)
                           redesign and modification services, if and when
                           necessary, as set forth in Paragraph 7(d) below.

                  (b)      Metro will pay compensation to Ultrastrip for the
                           provision of technical and logistics assistance,
                           support, and service as follows. (i) During the
                           period of time from the date of this Agreement
                           through September 30, 2003, Metro will pay to
                           Ultrastrip an amount equal to the direct costs
                           incurred by Ultrastrip, plus an amount that is equal
                           to twenty-five percent (25%) of such direct costs to
                           cover Ultrastrip's general and administrative
                           expense, for all such technical and logistics
                           assistance, support, and service provided by
                           Ultrastrip to Metro during such period. (ii)
                           Beginning on October 1, 2003, and thereafter during
                           the term of this Agreement, Metro will pay to
                           Ultrastrip compensation for the provision of
                           technical and logistics assistance, support, and
                           service at a rate equal to the rate that Ultrastrip
                           charges to its best customers for similar technical
                           and logistics assistance, support and service. For
                           all such technical and logistics assistance, support,
                           and service (including redesign and modification
                           services when and if necessary as provided in
                           Paragraph 7(d) below), Ultrastrip will provide Metro
                           with an invoice, in form and detail reasonably
                           satisfactory to Metro, for such technical and
                           logistics assistance, support, and service provided
                           during the preceding calendar month, and Metro will
                           pay to Ultrastrip the amount of such invoice within
                           thirty (30) days of receipt by Metro.

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                  (c)      Ultrastrip acknowledges and agrees that Ultrastrip's
                           direct costs shall be subject to review by Metro's
                           independent certified public accountants pursuant to
                           the provisions of a Firewall Agreement between Metro
                           and Ultrastrip. The provisions of this paragraph
                           shall only be applicable to Ultrastrip's direct costs
                           incurred during the period of time beginning on the
                           date of execution of this Agreement and continuing
                           through October 1, 2003.

                  (d)      Ultrastrip agrees that it will provide technical and
                           logistics assistance, support, and service throughout
                           the term of this Agreement. If, as a result of
                           Improvements in the Ultrastrip Paint Removal
                           Equipment and/or the Ultrastrip Paint Removal System,
                           consumables and/or spare parts are no longer
                           available for a particular component, item of
                           equipment, or subsystem, Ultrastrip agrees, at
                           Metro's cost and expense, to redesign and modify the
                           Prototype System so that Ultrastrip will be able to
                           continue to provide technical and logistics
                           assistance, support, and service with currently
                           available consumables and spare parts.

         8.       Marketing and Sale of the Ultrastrip Paint Removal System:

                  (a)      Ultrastrip grants to Metro the non-exclusive right,
                           without payment to Ultrastrip of any further
                           development fee, licensing fee, royalty or other
                           compensation, to market the Ultrastrip Paint Removal
                           System in connection with the marketing of the Metro
                           Ship Coating System. Ultrastrip agrees to provide
                           such assistance and support in connection with
                           Metro's marketing effort as Metro may reasonably
                           request.

                  (b)      Ultrastrip further grants to Metro the right to
                           include in its marketing and promotional materials
                           references to the Ultrastrip Paint Removal System as
                           developed in connection with the development of the
                           Metro Ship Coating System.

                  (c)      Notwithstanding the provisions of Paragraph 8(a) and
                           8(b) above, Ultrastrip shall have the right to
                           approve the descriptions of the Ultrastrip Paint
                           Removal System and any other of its products
                           described by Metro in Metro's marketing brochures,
                           advertising, sales presentations, and other materials
                           prepared by or for Metro.

                  (d)      For each Metro customer who desires to purchase the
                           Ultrastrip Paint Removal System, Ultrastrip agrees to
                           sell the Ultrastrip Paint Removal System, together
                           with a license and the right to use the system, to
                           each such Metro customer in accordance with normal
                           business practices (including that such customer
                           shall meet Ultrastrip's standard credit check

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                           criteria). Ultrastrip shall incorporate such
                           reasonable changes or modifications to the Ultrastrip
                           Paint Removal System as are necessary to customize
                           the system for use by such Metro customer. The
                           purchase price for any Ultrastrip Paint Removal
                           System purchased by a Metro customer shall not be
                           greater than the lowest purchase price for comparable
                           Ultrastrip Paint Removal Equipment that Ultrastrip
                           has sold to any of its other customers during six (6)
                           month period preceding the date of such sale,
                           adjusted to include charges for any additional
                           equipment, training, modifications, and other parts
                           or services specially requested by such Metro
                           customer. The purchase price for the Ultrastrip Paint
                           Removal System shall include the price of the system,
                           the additional cost of any customized features or
                           modifications requested by the Metro customer, the
                           delivery of the system to the Metro customer, and the
                           provision of training and technical assistance,
                           support, and service to the Metro customer.

                  (e)      In consideration of the favorable pricing to be
                           provided by Ultrastrip as set forth in Paragraph 8(d)
                           above, Metro agrees that if a Metro customer
                           purchases the Ultrastrip Paint Removal System as part
                           of the Metro Ship Coating System, Metro will not mark
                           up the cost of the Ultrastrip Paint Removal System in
                           its price quotation to its customer for the Metro
                           Paint Removal System.

                  (f)      For each Metro customer who desires to purchase the
                           Ultrastrip Paint Removal System without the Metro
                           Ship Coating System, Ultrastrip may impose its
                           standard sales terms and conditions in connection
                           with such purchase; provided, however, that
                           Ultrastrip agrees to sell the Ultrastrip Paint
                           Removal System at a price not lower than the price of
                           the Ultrastrip Paint Removal System set forth in
                           Paragraph 8(d) above.

         9.       Confidentiality:

                  (a)      Ultrastrip will keep confidential all Metro
                           Proprietary Information throughout the term of the
                           Agreement and thereafter.

                  (b)      Ultrastrip will not disclose any Metro Proprietary
                           Information to any person, without the prior written
                           consent of Metro, except as follows: (i) Ultrastrip
                           may disclose Metro Proprietary Information in
                           judicial or administrative proceedings to the extent
                           that Ultrastrip is legally compelled to disclose such
                           information, provided that Ultrastrip shall have
                           given Metro prior written notice of such required
                           disclosure of and shall have afforded Metro the
                           opportunity to obtain an appropriate protective order

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                           or other assurance satisfactory to Metro of
                           confidential information] treatment for the
                           information required to be disclosed; (ii) Ultrastrip
                           may make such disclosure of Metro Proprietary
                           Information to which Metro has given its prior
                           written consent, and (iii) Ultrastrip may make
                           disclosure of Metro Proprietary Information to
                           Ultrastrip's employees, directors, officers,
                           representatives and advisors who need to know such
                           information as an incident to performing hereunder,
                           in each case provided that such person or entity to
                           whom the information is disclosed agrees in writing
                           and in a form approved and enforceable by Metro to
                           keep such information confidential, and provided that
                           Ultrastrip shall be responsible to Metro for any
                           breach of the confidentiality provisions of this
                           Agreement by any such persons or entities to whom it
                           has disclosed Metro Proprietary Information..

                  (c)      Metro will keep confidential all Ultrastrip
                           Proprietary Information throughout the term of the
                           Agreement and thereafter.

                  (d)      Metro will not disclose any Ultrastrip Proprietary
                           Information to any person without the prior written
                           consent of Ultrastrip except as follows: (i) Metro
                           may disclose Ultrastrip Proprietary Information in
                           judicial or administrative proceedings to the extent
                           that Metro is legally compelled to disclose such
                           information, provided that Metro shall have given
                           Ultrastrip prior written notice of such required
                           disclosure of and shall have afforded Ultrastrip the
                           opportunity to obtain an appropriate protective order
                           or other assurance satisfactory to Ultrastrip of
                           confidential information] treatment for the
                           information required to be disclosed; (ii) Metro may
                           make such disclosure of Ultrastrip Proprietary
                           Information to which Ultrastrip has given its prior
                           written consent, and (iii) Metro may make disclosure
                           of Ultrastrip Proprietary Information to Metro's
                           employees, directors, officers, representatives and
                           advisors who need to know such information as an
                           incident to performing hereunder, in each case
                           provided that such person or entity to whom the
                           information is disclosed agrees in writing and in a
                           form approved and enforceable by Ultrastrip to keep
                           such information confidential, and provided that
                           Metro shall be responsible to Ultrastrip for any
                           breach of the confidentiality provisions of this
                           Agreement by any such persons or entities to whom it
                           has disclosed Ultrastrip Proprietary Information.

                  (e)      Metro and Ultrastrip shall each have the right to
                           mark or require to be marked such party's Proprietary
                           Information "confidential", and the other party shall
                           be obligated to maintain and preserve the
                           confidentiality of any such Proprietary Information
                           so marked in accordance with the provisions of this
                           Agreement.

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                  (f)      The confidentiality obligations of each of Ultrastrip
                           and Metro will extend to the shareholders, members,
                           directors, officers, employees, agents, and
                           contractors of each party, and all such persons must
                           agree to keep confidential all such Proprietary
                           Information.

         10.      Ownership of Intellectual Property:

                  (a)      Metro acknowledges and agrees that, as between
                           Ultrastrip and Metro, Ultrastrip owns (including the
                           rights to license, patent, sell, and use) the
                           Ultrastrip Paint Removal Equipment, the Ultrastrip
                           Paint Removal System, and all Proprietary Information
                           relating thereto, and possesses the right to license
                           and use the Ultrastrip Paint Removal Equipment and
                           the Ultrastrip Paint Removal System. Metro further
                           acknowledges and agrees that any Improvements of the
                           Ultrastrip Paint Removal Equipment or the Ultrastrip
                           Paint Removal System that may arise during or in
                           connection with the development of the Prototype
                           System for use with the Metro Ship Coating System
                           are, and shall remain, the product and property of
                           Ultrastrip.

                  (b)      Ultrastrip acknowledges and agrees that, as between
                           Metro and Ultrastrip, Metro owns (including the
                           rights to license, patent, sell, and use) the Metro
                           Ship Coating System and all Proprietary Information
                           relating thereto (including, without limitation, the
                           CAPE System and the SPEEDE Drydock, but otherwise
                           excluding the Ultrastrip Paint Removal Equipment and
                           the Ultrastrip Paint Removal System and the
                           Ultrastrip Proprietary Information relating thereto
                           which remain the property of Ultrastrip), and
                           possesses the right to license and use the Metro Ship
                           Coating System. Ultrastrip further acknowledges and
                           agrees that any Improvements of the Metro Ship
                           Coating System (including, without limitation, the
                           CAPE System, the SPEEDE Drydock, and the Prototype
                           System, but otherwise excluding any Improvements in
                           the Ultrastrip Paint Removal Equipment and the
                           Ultrastrip Paint Removal System and the Ultrastrip
                           Proprietary Information relating thereto which remain
                           the property of Ultrastrip) that may arise during or
                           in connection with the further development of the
                           Metro Ship Coating System are and shall remain the
                           product and property of Metro.

                  (c)      (c) At no time during or after the term of this
                           Agreement shall Metro reverse engineer, manufacture,
                           or have manufactured for itself or any of its
                           customers, except by Ultrastrip under the terms of
                           this Agreement, the Ultrastrip Paint Removal
                           Equipment or the Ultrastrip Paint Removal System (or
                           any part thereof that includes Proprietary
                           Information or technology owned by Ultrastrip).

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                           Notwithstanding the foregoing limitation, Ultrastrip
                           acknowledges and agrees that if Ultrastrip does not
                           provide technical and logistics assistance, support
                           and service as required under Paragraph 7 above,
                           Metro shall have the right to procure technical and
                           logistics assistance, support, and service from
                           another source, and shall have the right, to the
                           extent necessary to provide for the continuing
                           maintenance, operation, and repair of the Prototype
                           System, to fabricate and manufacture, or to have
                           fabricated and manufactured, components, equipment,
                           or subsystems necessary for such maintenance,
                           operation, and repair.

         11.      Patents:

                  (a)      Ultrastrip represents and warrants to Metro that
                           Ultrastrip owns or has the unconditional and
                           unrestricted legal right to use the Ultrastrip Paint
                           Removal Equipment and the Ultrastrip Paint Removal
                           System and that, with respect to such equipment and
                           system, the performance by Ultrastrip of its
                           obligations under this Agreement does not and will
                           not infringe upon any intellectual property owned,
                           used or held by a third party in any way relating to
                           such equipment and system. Ultrastrip shall use
                           commercially reasonable efforts at all times to
                           prosecute and maintain all Ultrastrip intellectual
                           property and to pay all application, renewal, and
                           registration costs relating thereto.

                  (b)      Ultrastrip shall defend, at its cost and expense, any
                           suit brought against Metro or a Metro customer,
                           claiming that the use and incorporation of the
                           Ultrastrip intellectual property and/or the
                           Ultrastrip Paint Removal Equipment or the Ultrastrip
                           Paint Removal System infringes upon any intellectual
                           property held by a third party. Ultrastrip shall pay
                           all damages and costs, finally awarded against Metro
                           in any such suit, and in the event that the use and
                           incorporation of the Ultrastrip intellectual property
                           and/or the Ultrastrip Paint Removal Equipment or the
                           Ultrastrip Paint Removal System or any portion
                           thereof is held to infringe or abridge any
                           intellectual property and the use of the Ultrastrip
                           Paint Removal Equipment or the Ultrastrip Paint
                           Removal System is enjoined, Ultrastrip shall have the
                           option of procuring for Metro or Metro's customer the
                           right to continue using the Ultrastrip Paint Removal
                           Equipment and the Ultrastrip Paint Removal System,
                           replacing the same with a non-infringing product of
                           equal quality and capability, or modifying the
                           Ultrastrip Paint Removal Equipment and/or the
                           Ultrastrip Paint Removal System so as to avoid
                           infringement. Notwithstanding the foregoing, the
                           obligations of Ultrastrip under this paragraph shall

                                       12
<PAGE>

                           not extend to any claim or suit that arises solely
                           from any modification of the Prototype System that
                           has not been made in accordance with the provisions
                           of this Agreement.

                  (c)      Metro represents and warrants to Ultrastrip that
                           Metro owns or has the unconditional and unrestricted
                           legal right to use the CAPE System and the SPEEDE
                           Drydock and that, with respect to such system and
                           drydock, the performance by Ultrastrip of its
                           obligations under this Agreement does not and will
                           not infringe upon any intellectual property owned,
                           used or held by a third party in any way relating to
                           such system and drydock. Metro shall use commercially
                           reasonable efforts at all times to prosecute and
                           maintain all Metro intellectual property and to pay
                           all application, renewal, and registration costs
                           relating thereto.

                  (d)      Metro shall defend, at its cost and expense, any suit
                           brought against Ultrastrip of an Ultrastrip customer,
                           claiming that the use and incorporation of the Metro
                           intellectual property and/or the CAPE System or the
                           SPEEDE Drydock infringes upon any intellectual
                           property held by a third party. Metro shall pay all
                           damages and costs, finally awarded against Ultrastrip
                           in any such suit, and in the event that the use and
                           incorporation of the Metro intellectual property
                           and/or the CAPE System or the SPEEDE Drydock or any
                           portion thereof is held to infringe or abridge any
                           intellectual property and the use of the CAPE System
                           or the SPEEDE Drydock is enjoined, Metro shall have
                           the option of procuring the right to continue using
                           the CAPE System or the SPEEDE Drydock, replacing the
                           same with a non-infringing product of equal quality
                           and capability, or modifying the CAPE System or the
                           SPEEDE Drydock so as to avoid infringement.

         12.      Indemnification:

                  (a)      Ultrastrip agrees to indemnify, defend, and hold
                           harmless Metro for loss or liability arising from the
                           negligent acts or omissions of Ultrastrip or its
                           employees, agents or contractors unless such loss or
                           liability is caused by the negligence of Metro or its
                           employees, agents or contractors. Ultrastrip further
                           agrees to indemnify, defend, and hold harmless Metro
                           from damage to property and/or injury to persons
                           including death caused by a defect in the design or
                           manufacture of the Ultrastrip Paint Removal
                           Equipment, the Ultrastrip Paint Removal System,
                           and/or the Prototype System; provided, however, that
                           Ultrastrip shall not have any obligation to indemnify
                           Metro for damage to property and/or injury to persons
                           including death caused by any modification of the
                           Prototype System that has not been made in accordance
                           with the provisions of this Agreement.

                                       13
<PAGE>

                  (b)      Metro agrees to indemnify, defend, and hold harmless
                           Ultrastrip for loss or liability arising from the
                           negligent acts or omissions of Metro or its
                           employees, agents or contractors unless such loss or
                           liability is caused by the negligence of Ultrastrip
                           or its employees, agents or contractors. Metro
                           further agrees to indemnify, defend, and hold
                           harmless Ultrastrip from damage to property and/or
                           injury to persons including death caused by a defect
                           in the design or manufacture of the Metro Ship
                           Coating System.

         13.      Limitation of Liability:

                  (a)      Except as set forth above in Paragraph 12, neither
                           Ultrastrip nor Metro will be liable to the other
                           party for indirect, special, incidental or
                           consequential damages.

         14.      Termination For Cause:

                  (a)      Metro shall have the right to terminate the Agreement
                           if Ultrastrip does not proceed, at all times,
                           diligently with the performance of its obligations
                           under this.

                  (b)      Ultrastrip shall have the right to terminate the
                           Agreement if Metro does not proceed, at all times,
                           diligently with the performance of its obligations
                           under this Agreement.

                  (c)      Each party will have the right to terminate the
                           Agreement if either party breaches its agreements
                           concerning the obligation to keep confidential
                           Proprietary Information.

         15.      Relationship of the Parties:

                  (a)      Each party to this Agreement is an independent
                           contractor under this Agreement, and nothing in this
                           Agreement is intended to constitute either party an
                           agent, representative, joint venturer, partner,
                           employee or affiliate of the other for any purpose
                           whatsoever. Each party shall hold itself out to third
                           parties only as an independent contractor of the
                           other.

                  (b)      (b) Notwithstanding anything in this Agreement that
                           implies the contrary, the rights granted each of the
                           parties under this Agreement are non-exclusive
                           rights, and provided that each party shall comply
                           with the confidentiality and ownership rights of the
                           other party as provided herein, such party may enter
                           into contracts, agreements and arrangements with
                           third parties, whether or not in competition with the
                           other party to this Agreement, and without any
                           obligation to present to any party to this Agreement
                           the opportunity to participate in a transaction
                           contemplated with any third party.

                                       14
<PAGE>

         16.      Specific Performance: Each party to this Agreement
                  acknowledges and agrees that any breach or threatened breach
                  of any of the provisions of Paragraph 9 "Confidentiality" or
                  Paragraph 10 "Ownership of Intellectual Property" could not be
                  adequately remedied by monetary damages, and therefore that
                  such provisions shall be enforceable by temporary and
                  permanent injunction, in addition to all other remedies that
                  may be available under this Agreement, by law and in equity.

         17.      Costs: Each party shall bear its own costs in connection with
                  the negotiation of and entry into this Agreement and the
                  performance of its obligations under this Agreement.

         18.      Publicity: Except as otherwise required by applicable law or
                  regulations (including, without limitation, the regulations of
                  the Securities and Exchange Commission), no information
                  concerning this Agreement or the development of the Prototype
                  System shall be released by either party for publication,
                  advertising or for any other purpose without the prior written
                  approval of the other party.

         19.      Notices: Any notice required or permitted to be given under
                  this Agreement shall be sufficient if in writing and if
                  hand-delivered or sent by certified or registered mail, return
                  receipt requested, or nationally recognized overnight courier
                  service to the following addresses:

                  If to Metro:

                  Metro Machine Corp.

                  200 Ligon Street

                  Norfolk, Virginia  23523

                  Attention:  President



                  If to Ultrastrip:

                  Ultrastrip Systems, Inc.

                  3515 SE Lionel Terrace

                  Stuart, Florida  34997

                  Attention:  President

                  All notices including a notice of change of address will be
                  deemed effective upon receipt by the party being notified.

                                       15
<PAGE>

         20.      Headings: The section headings contained herein are for
                  reference purposes only and shall not in any way affect the
                  meaning and interpretation of this Agreement.

         21.      Attorney's Fees: If any party is required to enforce this
                  Agreement, whether or not through litigation, the prevailing
                  party shall be entitled to receive reasonable attorneys' fees
                  and all costs incurred in connection with such enforcement,
                  including fees and costs of appeal. A party shall not be
                  deemed to have prevailed if the party takes a nonsuit in any
                  litigation filed by such party or such litigation or dispute
                  is otherwise resolved adversely to such party.

         22.      Disputes: Either party may give the other party written notice
                  of any dispute not resolved in the normal course of business.
                  The party shall attempt in good faith to resolve any disputes
                  arising out of or relating to this Agreement promptly by
                  negotiation between executives of each party who have the
                  authority to settle and resolve the controversy. If the
                  dispute has not been resolved within sixty (60) days of
                  written notice, then either party may initiate non-binding
                  mediation of the dispute.

         23.      Force Majeure: If Ultrastrip suffers delay in performance due
                  to any cause beyond its reasonable control, including, but not
                  limited to, acts of God, act or failure to act of any
                  government, act or omission by Metro, or fire, flood, or
                  sabotage, the time of performance shall be extended for a
                  period of time equal to the period of delay experienced by
                  Ultrastrip. Ultrastrip shall give Metro notice in writing
                  within a reasonable time after Ultrastrip becomes aware of any
                  such delay and a written estimate of the period of time the
                  delay is reasonably expected to continue.

         24.      Binding Effect; Assignment: The terms of this Agreement shall
                  be binding upon and inure to the benefit of, and shall be
                  enforceable by, the respective successors and permitted
                  assigns of each of the parties hereto. This Agreement may not
                  be assigned by either party without the prior written consent
                  of the other party hereto, or except in a transaction in which
                  the assignee has acquired by merger, consolidation, stock
                  purchase, asset purchase or otherwise, substantially all of
                  the assets and business of the assigning party.

         25.      Severability: The invalidity or unenforceability of any
                  particular provision of this Agreement shall not affect the
                  other provisions hereof, and this Agreement shall be construed
                  in all respects as if such invalid or unenforceable provisions
                  were omitted.

         26.      Waiver: The waiver or inaction by a party of a breach of any
                  condition or covenant of this Agreement by the other party
                  shall not be construed as a waiver of any subsequent breach
                  nor shall it constitute a waiver of the non-breaching party's
                  rights hereunder.

                                       16
<PAGE>

         27.      Counterparts and Facsimile Signatures: This Agreement may be
                  executed in counterparts, and each counterpart shall
                  constitute an original of this Agreement and no party shall be
                  required to account for more than one copy of this Agreement.
                  This Agreement may be executed by facsimile signatures of each
                  party sent by facsimile transmission to the other party.

         28.      Exhibits and Schedules: The exhibits and schedules to this
                  Agreement form an integral part of, and are incorporated into,
                  this Agreement.

         29.      Entire Agreement: This Agreement contains the entire agreement
                  of the parties and may be changed only by an agreement in
                  writing signed by all parties hereto.

         30.      Governing Law: This Agreement and any amendments hereto shall
                  be construed in accordance with the laws of the State of New
                  York.



            [signatures of the parties appear on the following pages]


                                       17
<PAGE>


         IN WITNESS WHEREOF, Metro and Ultrastrip have hereunto set their hands
and seals as of the day and year first written above.


                                        METRO MACHINE CORP.



                                        By: /s/ Richard Goldbach
                                            --------------------------------
                                                 Title: Chairman-CEO

                                        [SEAL]

                                       18
<PAGE>

         IN WITNESS WHEREOF, Metro and Ultrastrip have hereunto set their hands
and seals as of the day and year first written above.


                                        ULTRASTRIP SYSTEMS, INC.



                                        By:/s/ Robert O. Baratta
                                            --------------------------------
                                                 Title: President

                                        [SEAL]

                                       19
<PAGE>


                                    EXHIBIT A


      List of Components, Equipment and Subsystems of the Prototype System
      --------------------------------------------------------------------


         The Prototype System includes:

         Four (4) ISO-Containers, Lloyd's registered CSC 20' x 8' x 8'6", sound
proofed, housing control panel, 55,000 psi, 4 gpm UHP, 75HP vacuum,
enviro-filtration unit capable of 10 gpm filtration, with flocculent tank and
cyclone tank

         Two (2) Paint particle dewatering box

         Two (2) M-2000 robotic vehicles with operator remote control unit, and
250' tether, which includes electrical, UHP and vacuum hoses.


         Each UltraStrip Paint Removal System includes the following equipment:

         01- M2000 control panel - robot control system, includes the operator's
         remote control unit

         02- 20ft x 8ft x 8ft 6in high: CSC rated shipping container

         03- 75HP vacuum: vacuum is tuned for the M2000 operation

         04- Cyclone tank: High efficiency holding tank and paint separation
         unit

         05- Transfer pump: Air powered sludge transfer

         06- Envirofiltration unit: 10 gpm high efficiency filtration system,
         total effluent filter

         07- Flocculent tank: 2 stage flocculent dousing

         08- Paint particle dewatering box

         09- M2000 robot: complete unit

         10- Umbilical: 250ft power and control tether

         11- Vacuum and UHP Hose: 250ft.

         12- UltraStrip UHP Pump 55K psi @ 4 gpm twin intensifier

         M2000 Technical and Performance Features
         Magnetic Air Gap -- Magnetic adhesion of the vehicle incorporates
patented, permanent magnet, air gap technology. Under normal operation, the
magnetic assembly does not come in contact with the working surface.
         Vehicle Brakes - All vehicle motors have internal, fail-safe brakes.
Brakes are instantly activated upon a power loss or operator-initiated Emergency
Stop.
         Vehicle Speed -- Vehicle is capable of achieving a linear speed of zero
to twenty inches per second on any surface orientation.
         Vehicle Wheels- Wheels used on the vehicle are high traction and
non-marring.

                                       20
<PAGE>

         Vehicle Drive --The vehicle incorporates a four-wheel drive and
four-wheel steering assembly. Each wheel has independent traction control. (The
vehicle does not use skid steer.)
         Vehicle Operating Radius- The vehicle is capable of navigating on
convex and concave surfaces of 1.8m (72 inches) in radius.
         Vehicle Speed Control -The vehicle is capable of precise speed control
on all surface orientations (vertical, flat, inverted, curved) without the use
of lifting cables. (The vehicle will not jog or skid).
         Vacuum -The extraction vacuum is capable of continuous operation.
Minimum vacuum requirements are 15"hg. and 1800 CFM at a 200' distance.
         Emergency Stop Safety - The vehicle utilizes Emergency-stop circuitry
so that the operator can instantly halt vehicle motion and high-pressure water
flow at any time. In addition, the vehicle will automatically halt if unsafe
magnetic adhesion conditions are sensed. The vehicle operator can override the
E-stop for short periods in low adhesion conditions.
         Weight Lifting Capacity - - the vehicle alone (without vacuum and water
         hoses) is capable of a 500 lb. accessory dead lift on a vertical
         surface.

         Cut Path - -The vehicle's cutting, cleaning path is 15".
         Adjustable Cutting Head Height - - Cutting head height is remotely
operated and is adjustable to allow for full coating removal, sweeping, sweeping
and spotting operations.
         Cutting Head Maintenance: The vehicle's cutting head raises and locks
in place for easy and safe access without detaching or removing the vehicle from
the vessel's hull.
         Sealing - A flexible, compliant seal captures effluent on all surfaces.
         Dimensions and Weight- Vehicle dimensions are 1.71m long x 0.69m wide
(at shroud) x 0.56m high; 67" long x 27" wide (at shroud) x 22" high
         Weight: 222kg / 490lb (not including hoses and tether).


                                       21