THIRD AMENDED AND RESTATED
                 MUTUAL SETTLEMENT AND GENERAL RELEASE AGREEMENT

      This Confidential Third Amended and Restated Settlement and General
Release Agreement (the "Agreement") is entered into this 21st day of October,
2005, by and between Urban K. Jonson ("Urban Jonson") and Solution Technology
International, Inc. (the "Company"). The parties hereto represent as follows:

      WHEREAS, Urban Jonson was an officer of the Company; and

      WHEREAS, Urban Jonson ceased employment with the Company July 31, 2003;
and

      WHEREAS, Urban Jonson was owed past due salary and bonus, by the Company;
and

      WHEREAS, the parties desire to execute this Agreement and to avoid any
conflict or potential conflict arising out of the Agreement, as well as to
resolve, settle and extinguish all claims, demands, disputes, differences,
grievances, allegations, complaints, charges or rights, known and unknown,
accrued or unaccrued, that either party now has or might otherwise have against
the other, or their affiliates, subsidiaries or parent corporations, or its
officers, directors, agents, representatives, including those claims involving
the Agreement; and

      WHEREAS, the Company has agreed to pay to Urban Jonson $10,500 by the
close of business on October 24, 2005 to reduce the attorney fees and late
payment penalty from $15,000 to $4,500; and

      WHEREAS, the parties hereto executed a Mutual Settlement and General
Release Agreement dated March 24, 2005, an Amended and Restated Mutual
Settlement and General Release Agreement dated September 6, 2005, and a Seconded
Amended and Restated Mutual Settlement and General Release Agreement dated
September 30, 2005 and hereby desire to amend and restate the latter agreement
in its entirety.

      NOW, THEREFORE, in consideration of the mutual agreements and promises
contained herein, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereby agree as follows:

1.    In consideration of (a) the payment of $166,943.20 being provided by the
      Company to Urban Jonson, of which $16,943.20 was paid on March 24, 2005,
      (b) each party's execution of the Agreement and a Third Amended Confessed
      Judgment Promissory Note dated October 21, 2005 in the amount of $150,000
      to be paid in one lump sum, including interest at 18% per annum from
      August 22, 2005, due January 31, 2006 to Urban Jonson in the form attached
      hereto as Exhibit 1 ("Confessed Judgment Promissory Note"), (c) the
      Company agreeing to pay to Urban Jonson accrued interest of $6250 through
      August 22, 2005 and attorney fees of Urban Jonson plus a penalty for late
      payment of $4,500 for a total of $10,750 by November 7, 2005, and other

<PAGE>

      undertakings provided for herein, the sufficiency of which are hereby
      acknowledged, each party, on its behalf, and on behalf of its heirs,
      administrators, representatives, successors, agents, assigns, affiliates,
      subsidiaries, parent companies or other related companies, and its past
      and present directors, officers, agents, representatives, and employees,
      does hereby fully, finally and unconditionally release and forever
      discharge the other party, its heirs, administrators, representatives,
      successors, agents, assigns, affiliates, subsidiaries, parent companies or
      other related companies, and its past and present directors, officers,
      agents, representatives, and employees, from and waive and release all
      actions, causes of action, lawsuits, appeals, claims, charges, complaints,
      debts, obligations, demands, rights, grievances, promises, liability,
      damages, costs and/or fees whatsoever in law or equity that each party
      had, now has, or may have against the other and its past and present
      officers, directors, agents, representatives and employees for any cause,
      matter or thing whatsoever, whether known or unknown, liquidated or
      unliquidated, absolute or contingent, enforceable under any local, state
      or federal statute, regulation or ordinance, or under the common law of
      the United States, or of any of the states, which arose or occurred from
      the beginning of time up to and including the date on which this Agreement
      is fully executed. , except for any action arising from a breach of this
      Agreement, the Nonstatutory Stock Option Grant awarded February 18, 2004,
      and/or the Confessed Judgment Promissory Note.

2.    The parties expressly state, understand and agree that the waiver and
      release set forth in Paragraph 1 above is intended to be a GENERAL RELEASE
      regarding the Agreement and the relationship of Urban Jonson with the
      Company. Each party's obligations under this Agreement are contingent upon
      the other's compliance with all terms and conditions provided for herein.

3.    Each party represents that it has not filed any complaint, charge or
      lawsuit against the other, their affiliates, subsidiaries, parent
      companies or other related companies, and its past and present directors,
      officers, agents, representatives, and employees with any governmental
      agency or any court or other entity whatsoever, and they further state
      that they will not file any complaints, charges or lawsuits against the
      other, their affiliates, subsidiaries, parent companies or other related
      companies, and their past and present directors, officers, agents,
      representatives, and employees at any time hereafter for any matter
      covered by this Agreement, except for any action arising from a breach of
      this Agreement, the Confessed Judgment Promissory Note, and/or the
      Nonstatutory Stock Option Grant awarded February 18, 2004. Each party
      shall reimburse the other for all legal and other reasonable and related
      expenses, including reasonable attorneys' fees, it incurs in connection
      with defending itself, its affiliates, subsidiaries, parent companies or
      other related companies, and its past and present directors, officers,
      agents, representatives, and employees against such complaints, charges or
      lawsuits, except for any action arising from a breach of this Agreement,
      the Nonstatutory Stock Option Grant awarded February 18, 2004,

4.    Each party covenants, promises and agrees that it will not discuss with,
      or otherwise disclose or divulge to any current or former employee of the
      Company or any other third person or entity (1) the terms and/or contents
      of this Agreement, including the conversations and negotiations which led
      to the execution of this Agreement and the consideration being provided in

<PAGE>

      settlement of this matter; and (2) any of the events that led to the
      negotiation and execution of this Agreement. This provision shall not bar
      the parties from discussing such matters with their attorneys or
      accountants or tax advisors or spouses, as long as they notify them of the
      confidential nature of this Agreement in advance of such discussion, or
      otherwise provides information as required pursuant to a valid subpoena or
      as otherwise required by law.

5.    Urban Jonson promises not to solicit, encourage or contact any third
      person or entity that is or may be an adversary or potential adversary of
      the Company (including any current or former employee) concerning the
      maintenance of any charges, claims, actions, demands, or lawsuits
      whatsoever against the Company or its current or former officers,
      employees, attorneys, agents, assigns, insurers, representatives, counsel,
      administrators, successors, parent companies, subsidiaries, affiliates,
      shareholders, and/or directors. Urban Jonson further agrees not to
      voluntarily participate in or encourage other charges, claims, actions or
      litigation against the Company or its current or former officers,
      employees, attorneys, agents, assigns, insurers, representatives, counsel,
      administrators, successors, parent companies, subsidiaries, affiliates,
      shareholders, and/or directors and to participate in such charges, claims,
      actions or litigation only if he is compelled to do so by subpoena or
      other court order. Urban Jonson agrees to notify the Company within a
      reasonable period of time after he has learned of such subpoena or other
      court order. Urban Jonson further agrees that he will use reasonable
      efforts to cooperate with the Company in connection with any efforts it
      may exert to challenge or quash such subpoena or court order, or to seek a
      protective order.

6.    Urban Jonson hereby waives any right to reinstatement and affirmatively
      states he does not want to be reinstated by the Company. Urban Jonson and
      the Company further agree that Urban Jonson will not now or at any time in
      the future apply for or accept employment with the Company or any
      subsidiaries. If, either knowingly or unknowingly, Urban Jonson does apply
      for and/or is hired for a position with the Company or any subsidiaries,
      and, based upon the terms of this Agreement, the Company and/or any
      subsidiaries decline to consider Urban Jonson's application, or, if
      already hired, elect to terminate Urban Jonson's employment, Urban Jonson
      acknowledges and agrees that such conduct by the Company or any
      subsidiaries shall be appropriate, proper, permissible and consistent with
      the terms of this Agreement, and Urban Jonson further agrees that he shall
      not seek to contest or otherwise challenge such conduct by a proceeding
      before any court or administrative agency or by instituting any other type
      of legal proceeding of any kind against the Company. If, in contravention
      of the terms of this Agreement, Urban Jonson seeks to commence such
      proceeding, he agrees that he shall reimburse the Company or any
      subsidiaries for the costs and fees it incurs in connection with obtaining
      the dismissal of such proceeding or in defending such proceeding. Urban
      Jonson further acknowledges and agrees that the Company has no obligation
      to him whatsoever except as set forth in this Agreement, Confessed
      Judgment Promissory Note, and any and all outstanding unexercised options
      pursuant to the Nonstatutory Stock Option Grant awarded February 18, 2004.

7.    The parties acknowledge that they have consulted with legal counsel prior
      to executing this Agreement.

<PAGE>

8.    The terms of this Agreement are contractual and not mere recitals. The
      parties acknowledge the accuracy of the Recitals and incorporate the
      Recitals into and make them a part of this Agreement.

9.    The understandings set forth herein represent the complete agreement of
      the parties and may not be altered or changed except by the mutual
      agreement of the parties, evidenced in a writing signed by all parties and
      specifically identified as an amendment to this Agreement

10.   If any covenant or provision of this Agreement is invalid, illegal or
      incapable of being enforced by reason of any rule of law, administrative
      order, judicial decision or public policy, all other covenants and
      provisions herein shall, nevertheless, remain in full force and effect.

11.   This Agreement and all covenants contained herein shall be binding upon
      the parties hereto and their respective heirs, executors, affiliates,
      administrators, successors, and assigns.

12.   This Agreement shall be construed under the laws of the State of Maryland,
      without regard to its choice of law provisions.

13.   This Agreement may be executed simultaneously in two or more counterparts,
      each of which will be deemed an original, and it will not be necessary in
      making proof of this Agreement to produce or account for more than one
      such counterpart. A facsimile of an original signature shall be effective
      as an original signature.

14.   The obligations of the both parties under this Agreement are contingent
      upon each party's execution and non-revocation of this Agreement.

15.   Each person executing this Agreement represents that they are authorized
      to execute this Agreement on behalf of the relevant party.

      IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first set forth above.


SOLUTION TECHNOLOGY INTERNATIONAL, INC.


---------------------------------
By: Dan Jonson
    President and CEO


URBAN K. JONSON


---------------------------------
By: Urban K. Jonson

<PAGE>

                                                                       EXHIBIT 1

                       CONFESSED JUDGMENT PROMISSORY NOTE