EXHIBIT 10.111

                                 PROMISSORY NOTE


$5,000.00                                                     SEPTEMBER 29, 2004

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 DENNIS AND JACQUELINE MCGUIRE, ("Lender";
Lenders and each and all subsequent holders of this note are included in the
terms "Holder"), at 3231 SE St. Lucie Blvd., Stuart, FL 34996 (or at such other
place as the Holder hereof may designate), the sum of FIVE THOUSAND AND 00/00
DOLLARS ($5,000.00) with interest at the Applicable Interest Rate, as defined
below. Interest on principal will accrue at the Applicable Interest Rate from
September 29, 2004 at the rate of 1/360th of annual interest for each day that
principal is outstanding; provided, however, in no event shall interest be due
at a rate in excess of the maximum permissible legal rate.

Principal and interest shall be payable as follows:

        a.      The entire outstanding principal balance of the note and
                interest shall be due and payable in full on or before October
                5, 2004 (the "Maturity Date").

        b.      The "Applicable Interest Rate" shall be six percent (6%) per
                annum.

        c.      This note may be prepaid at any time in whole or in part,
                without premium or penalty.

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) 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; (2) failure of Obligor to perform any agreement hereunder; (3)
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; (4)
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 by or against Obligor, or application is
made for the appointment of a receiver for Obligor or for any of the assets of
Obligor; (5) the entry of a judgment against Obligor; (6) the issuing of any
levy, attachment or garnishment, or the filing of any lien against any property
of Obligor; or (7) the dissolution, merger, consolidation, or reorganization of
Obligor.

Upon the happening of any default as defined herein the entire amount of this
note remaining unpaid, 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 the maximum legal rate permissible (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

<PAGE>

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.

In the event the Holder shall be required at any time to pay documentary stamp
tax, intangible tax, or other taxation with respect to all or part of the Loan
or any other transaction contemplated or evidenced by this note, the Obligor
shall reimburse the Holder immediately for all such costs, including any
interest and penalties with respect thereto.

With respect to any and all Obligations, the Obligor waives the following: (1)
demand, presentment, protest, notice of dishonor, suit against any party and all
other requirements necessary to charge or hold 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
Obligor agrees to pay all taxes and assessments levied on or with respect to the
Obligations, this note, including but not limited to intangible and documentary
stamp taxes, and all filing fees and taxes and all costs of collecting or
securing or attempting to collect or secure any Obligations, including
attorneys' fees, whether or not involving litigation and/or appellate
proceedings.

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 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
have subscribed their names 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 Obligor and shall inure to the benefit of the Holder,

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

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<PAGE>

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 the 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 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.


Lender                                       UltraStrip Systems, Inc.


                                             By:
------------------------                     ----------------------------------
Dennis McGuire                               Stephen R. Johnson, President


------------------------
Jacqueline McGuire


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