Exhibit 10.106

                            COMPROMISE AND SETTLEMENT
                                    AGREEMENT
                                AND FULL RELEASES

         THIS COMPROMISE AND SETTLEMENT AGREEMENT is made this 29th day of June
         2004, at Los Angeles County, California, and at Martin County, Florida,
         by and between MARVIN ENGINEERING CO., INC. andCLEAN WATER TECHNOLOGY,
         INC. ("MEC/CWT")and ULTRASTRIP SYSTEMS, INC. ("Ultrastrip").

                                 R E C I T A L S

         A. On June 4, 2003, the parties hereto executed a Compromise and
Settlement Agreement and Full Releases ("Compromise and Settlement"), whereby
MEC/CWT dismissed its lawsuit against Ultrastrip. The Compromise and Settlement
provided that the parties perform certain terms and conditions with respect to
each other.

         B. The parties now desire to cancel and terminate all remaining
unperformed terms and conditions of the Compromise and Settlement, as well as
resolve all remaining disputes and claims, and have, therefore, agreed upon the
following terms in order to accomplish this purpose.

         NOW, THEREFORE, in consideration of the terms and conditions contained
in this Compromise and Settlement Agreement, including the Recitals stated
above, it is hereby agreed:

         1. MUTUAL COMPROMISE AGREEMENT. Each party, in consideration of the
promises and concessions made by the other, hereby compromises and settles any
and all past, present or future claims, demands, obligations, or causes of
action, whether based on tort, contract or other theories of recovery, which
that party has against the other party and the other party's predecessors,
successors in interest, heirs and assigns, as well as past, present and future
officers, directors, shareholders, agents, employees and partners, arising from
the subject matter of the transactions and actions described in the Recitals of
this Agreement on the following terms and conditions:

            a. Ultrastrip shall, subject to Ultra Strip Board approval, pay
MEC/CWT the sum of Forty Thousand Dollars ($40,000.00) in two equal payments.
The first, Twenty Thousand Dollars ($20,000.00) shall be paid no later than July
15, 2004. The second payment of Twenty Thousand Dollars ($20,000.00) shall be
paid upon the pick up of the equipment as described below in 1.b. Provided that
the equipment was collected by CWT the second payment will be paid by or before
July 31, 2004.

            b. Ultrastrip shall return to MEC/CWT and MEC/CWT will pick up, at
MEC/CWT's sole expense, two (2) waste water systems from Ultrastrip, at its
place of business at Stewart, Florida. The two waste water systems consist of
the component parts set forth on the attached Exhibit "A".

         2. MUTUAL GENERAL RELEASE. Except for the rights and obligations
provided for and described in this Compromise and Settlement Agreement, each
party, on behalf of itself and each of its successors, predecessors,
subsidiaries, parents, affiliates, divisions, components, shareholders,
employees, agents, officers, directors, insurers, attorneys, and
representatives, hereby releases and discharges the other party and that party's
successors, predecessors, subsidiaries, parents, affiliates, divisions,
components, shareholders, employees, agents, officers, directors, insurers,
attorneys, and representatives, from any and all rights, actions, obligations,
claims, promises, acts, agreements, contracts, accounts, costs, expenses,
damages, and causes of action, of whatever kind or nature, whether known or
unknown, suspected or unsuspected, whether in law or equity, which each such
party had or now has or may hereafter have against the other party arising out
of or based upon any fact, event, matter, or thing existing or occurring from
the beginning of time to and including the date of this Compromise and
Settlement Agreement.

         3. Unknown Claims

         a. Each party acknowledges and agrees that the release he or it gives
to the other party upon executing this Agreement applies to all claims for
injuries, damages or losses to his or its own person and property, real or
personal, whether those injuries, damages or losses are known or unknown,
foreseen or unforeseen, patent or latent, which he or it may have against the
other party. Each party waives application of California Civil Code Section
1542(b). Each party certifies that he or it has read the following provisions of
California Civil Code Section 1542:

                  "A general release does not extend to claims which the
         creditor does not know or suspect to exist in his favor at the time of
         executing the release, which if known by him must have materially
         affected his settlement with the debtor." and indicates that fact by
         signing this Agreement.

            b. Each party understands and acknowledges that the significance and
consequence of this waiver of California Civil Code Section 542 is that even if
any party to this Agreement should eventually suffer additional damages arising
out of the facts referred to in the Recitals, that party will not be able to
make any claim for those damages. Furthermore, each party acknowledges that he
or it consciously intends these consequences even as to claims for damages that
may exist as of the date of this release but which he or it does not know exist,
and which, if known, would have materially affected his or its decision to
execute this release regardless of whether his or its lack of knowledge is a
result of ignorance, oversight, error, negligence or any other cause.




<PAGE>


By:                                     By:
   ---------------------------------       ----------------------------------
   [ILLEGIBLE]                             Stephen R. Johnson
   Executive Vice President                President and Chief Executive Officer

CLEAN WATER TECHNOLOGIES, INC.

By:
   ----------------------------------
   ARIEL LECHTER
   Chief Executive Officer

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<PAGE>

                                   EXHIBIT "A"
                       DESCRIPTION OF WASTE WATER SYSTEMS
                          TO BE PICKED UP AT ULTRASTRIP

Each waste water system consists of the following components:

    Item No.               Description                             Quantity
    --------               -----------                             --------

                           FLOTATION TANK CONSISTING OF:
        1                  Water pump                                  1
        2                  Skimmer motor and drive                     1
        3                  WAM can                                     1
        4                  LSGMs                                       2
        5                  Level sensor                                1
                           CHEMICAL SYSTEM CONSISTING OF:
        6                  Chemical tanks 55 gallons                   2
        7                  Neptune chemical mixers                     2
        8                  LMI chemical pumps                          2
        9                  Chemical tank stands                        2
                           SLUDGE HOPPER CONSISTING OF:
       10                  Sludge tank                                 1
       11                  Air diaphragm pump                          1
                           POWER SUPPLY CONSISTING OF:
       12                  Power panel                                 1
       13                  Transformer                                 1

                                       3