EXHIBIT 10.37

                                 PROMISSORY NOTE

$200,000.00                                                         JULY 3, 2002

ULTRASTRIP SYSTEMS, INC., a Florida corporation ("Maker") (Maker and each
endorser, surety or guarantor, are collectively herein called "Obligor"),
promises to pay to the order of EUGENE C. RAINIS ("Lender"; Lender and each and
all subsequent holders of this note are included in the terms "Holder"), at 3515
SOUTHEAST LIONEL TERRACE, STUART, FLORIDA, 34997(or at such other place as the
Holder hereof may designate), the sum of TWO HUNDRED THOUSAND DOLLARS AND NO
CENTS ($200,000.00) with interest to be paid in the form of warrants for the
maker's common stock, as described below. The entire outstanding principal
balance of note together with the warrants for interest shall be due and payable
in full on September 2, 2002 (the "Maturity Date").

 Principal and interest shall be payable as follows:

     a.   On maturity date, the principal shall be paid in cash;

     b.   On maturity date, the interest will be paid through the issuance of
          TWENTY-FIVE THOUSAND (25,000) warrants for the common stock of
          UltraStrip Systems, Inc. with the following terms:

               An exercise price of $.07 for each individual warrant to be
               available for immediate exercise and with an expiration date of
               September 2, 2022.

This Note will be secured by the property and machinery of the Obligor as
described in the Security Agreement. To the extent provided by the Uniform
Commercial Code and other applicable law, Lender shall be granted a priority
security interest in the collateral described in the Security Agreement. Obligor
consents to Lender filing any and all appropriate UCC-1 Financing Statements
consistent with the Agreements and Note.

As used in this instrument, the term "Obligations" shall refer to the
indebtedness represented by this note and all modifications, renewals and
substitutions hereof.

The happening of any of the following events shall constitute a default
hereunder: (1) a failure of Obligor to pay in full any installment payable
hereunder promptly when it becomes due; (2) failure of Obligor to pay in full
when due any indebtedness, obligation, or liability to the Holder whatsoever, or
any installment thereof or interest thereon; (3) failure of Obligor to perform
any agreement hereunder; (4) the Holder learns that any warranty,
representation, certificate or statement of Obligor (whether contained in this
note or not) pertaining to or in connection with this note or the loan or credit
evidenced by this note, is not true; (5) Obligor becomes insolvent or any
insolvency proceedings (as said terms "insolvent" and "insolvency proceedings"
are defined in the Uniform Commercial Code of Florida) are instituted or made

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by or against Obligor, or application is made for the appointment of a receiver
for Obligor or for any of the assets of Obligor; (6) the entry of a judgment
against Obligor; (7) the issuing of any levy, attachment or garnishment, or the
filing of any lien against any property of Obligor; or (8) the dissolution,
merger, consolidation, acquisition, or reorganization of Obligor.

Upon the happening of any default as defined herein the entire amount of this
note remaining unpaid, minus prepaid interest, shall, at the option of the
Holder and without notice or demand, become due and payable forthwith or
thereafter. In the event of any default hereunder, after deducting any paid and
unaccrued or paid and unearned interest from the principal balance then due, the
then unpaid principal balance hereof and any accrued and unpaid interest shall
bear interest from the time of such default at eighteen percent per year (the
"Default Rate"), and, regardless of the payment terms of the note, and all
unpaid interest from the time of such default may be compounded on a monthly
basis, the first such compounding to be made 30 days after the default and,
thereafter, on the same date of each subsequent month until all Obligations have
been paid in full. In no event and under no circumstances shall there be due
hereunder, nor shall the Holder be entitled hereunder to receive at any time,
any charges not allowed or permitted by law or any interest or interest rate in
excess of the maximum allowed by law. In the event that the amount of any charge
or payment due hereunder shall create or shall be deemed to create an interest
charge in excess of the maximum permissible legal rate, then the charge of any
such excess amount shall be deemed unenforceable and void and its collection
shall be waived, without affecting the remainder of the Obligations evidenced
hereby, and any such excess amount which may have been paid to the Holder shall
be refunded.

With respect to any and all Obligations, Obligor waives the following: (1)
demand, presentment, protest, notice of dishonor, suit against any party and all
other requirements necessary to charge or hold any Obligor liable on any
Obligation; (2) any further receipt for or acknowledgment of the Collateral now
or hereafter deposited or statement of indebtedness; (3) the right to interpose
any set-off or counterclaim of any nature or description in any litigation in
which the Holder and Obligor shall be adverse parties. The Obligor agrees that
any Obligations of Obligor may, from time to time, in whole or in part, be
renewed, extended, modified, accelerated, compromised, discharged or released by
the Holder, all without notice to or further reservations of rights against
Obligor and all without in any way affecting or releasing the liability of
Obligor.

The Holder shall not by any act, delay, omission or otherwise be deemed to have
waived any of its rights or remedies, and no waiver of any kind shall be valid,
unless in writing and signed by the Holder. All rights and remedies of the
Holder under the terms of this note and under any statutes or rules of law shall
be cumulative and may be exercised successively or concurrently. The Obligor
agrees that the Holder shall be entitled to all the rights of a holder in due
course of a negotiable instrument. This note shall be governed by and construed
in accordance with the laws of the State of Florida. Any provision of this note
which may be unenforceable or invalid under any law shall be ineffective to the
extent of such unenforceability or invalidity without affecting the
enforceability or validity of any other provision hereof. Any notice required to
be given to any person shall be deemed sufficient if

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mailed, postage prepaid, to such person's address as it appears on this note,
or, if none appears, to any address in the Holder's files. The Holder shall have
the right unilaterally to correct patent errors in this note and to fill in any
blank spaces herein so as to conform to the terms upon which the loan evidenced
hereby is made.

The Obligor shall be liable for all indebtedness represented by this note and
has subscribed its name hereto without condition that anyone else should sign or
become bound hereon and without any other condition whatever being made. The
provisions of this note are binding on the heirs, executors, administrators,
assigns and successors of the Obligor and shall inure to the benefit of the
Holder, its successors and assigns. This note is executed under the seal of the
Obligor.

This promissory note constitutes and evidences the complete understanding
between the Holder and the Obligor. All prior and contemporaneous discussions
between the Holder and the Obligor, including all representations and promises
by the Holder, whether oral or written, concerning the Obligations, are included
in and merged in this note. Any modification thereof hereafter which is not in
writing and signed by the Holder and the Obligor shall be void, except that the
Holder may in its sole discretion extend the maturity of the loan evidenced by
this note for a term specified in a written notification mailed to the Obligor
at its address shown on the Holder's records. The Holder may rely on the
information, instructions, or other communications (including requests for and
directions concerning loan advances) given to the Holder by Obligor.

Notwithstanding anything herein to the contrary, Holder agrees, by acceptance
of this note, to forbear acceleration of the unpaid principal balance hereof (a)
for a period of 10days for the failure of the Obligor to make a payment when due
hereunder. Such forbearance shall not deny or in any way mitigate the occurrence
of a default, unless the Obligor, within the applicable forbearance period,
cures such default to Holder's satisfaction, in which event the Loan shall
thereupon be reinstated and restored to good standing in all respects, including
the interest rate hereon, effective as of the date of the default.

No invalid provision of this note shall affect or impair any other provision.
Maker and each other Obligor acknowledge receipt of a completed copy of this
Note.

THE OBLIGOR AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER, EACH HEREBY WAIVES (1)
ALL RIGHTS TO RELY ON OR ENFORCE ANY ORAL STATEMENTS MADE PRIOR TO,
CONTEMPORANEOUSLY WITH OR SUBSEQUENT TO THE SIGNING OF THIS PROMISSORY NOTE; AND
(2) THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS PROMISSORY NOTE, OR WITH
RESPECT TO DEALINGS BETWEEN THE HOLDER AND THE OBLIGOR CONCERNING ANY COURSE OF
CONDUCT, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE HOLDER TO PROVIDE CREDIT TO THE
OBLIGOR.

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                                                 UltraStrip Systems, Inc.

                                                 By:  /s/ Robert O. Baratta
                                                      ---------------------
                                                 Its: President/CEO
                                                      ---------------------

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