Exhibit 10.37

Date:  September 1, 2002                                           No.: **001**]


                  SCHIMATIC Cash Transactions Network.com, Inc.

                       SECURED CONVERTIBLE PROMISSORY NOTE

       These securities have not been registered under the Securities Act
            of 1933, as amended (the "Securities Act"), or under the
                 securities laws of any state. These securities
  are "restricted securities" within the meaning of Rule 144 promulgated under
     the Securities Act. These securities have been acquired for investment
       and may not be sold or transferred without complying with Rule 144
           in the absence of an effective registration or an available
              exemption from registration under the Securities Act
                         and applicable state statutes.

         SCHIMATIC Cash Transactions Network.com, Inc., a corporation duly
organized and existing under the laws of the state of Florida (hereinafter
referred to as the "Company"), for value received, hereby promises to pay to the
registered holder hereof or permitted assigns, the principal amount of three
hundred ten thousand, four hundred sixty two dollars and thirty three cents
($310,462.33), on the date or dates set forth below, upon presentation and
surrender of this Secured Convertible Promissory Note (this "Note"), at the
offices of the Company at 740 East 3900 South, Salt Lake City, UT 84107, in such
lawful money of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay in like
lawful tender interest hereon, from and after the date first above written, at
the interest rate set forth below, until the principal hereof is paid or made
available for payment as herein provided. The interest so payable will, as
provided below, be paid to the person in whose name this Note is registered on
the books of the Company at the close of business on the regular record date for
the payment of such interest.

         This Note is subject to the following further terms and material
provisions:

         1. Series. This Note is one of the duly authorized issue of notes of
the Company designated as its "Secured Convertible Promissory Notes" limited in
aggregate principal amount to Four Million Five Hundred Thousand Dollars
($4,500,000) (the "Series") and issuable between September 1, 2002, and December
31, 2002, issued in various denominations of like tenor and maturity, except
variations necessary to express the amount and payee of each Note. All Notes of
this Series rank equally and ratably without priority over one another.

         2. Term and Interest. The principal of and all accrued interest on the
Note, if not previously converted to common stock as provided in paragraph 3
hereof or prepaid as provided in paragraph 4 hereof, shall be due and payable on
or before September 1, 2004. The Note shall bear simple interest at a rate of
12% per year, payable annually in cash. The payment of principal of and interest
on the Note is subject to prepayment as set forth in paragraph 4 hereof.
Principal and interest shall be paid at the office of the Company maintained for
such purpose pursuant hereto.

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         3. Conversion.

                  (a) Subject to and in compliance with the provisions contained
         herein, the holder of this Note is entitled, at such holder's option,
         at any time prior to maturity, or in the case this Note or some portion
         hereof shall have been called for prepayment or mandatory conversion at
         the option of the Company, provided that the Company shall have
         received an aggregate of at least $4.5 million in equity capital, after
         deducting offering costs, excluding an increase in equity resulting
         from conversion of Notes or other notes or obligations outstanding as
         of June 30, 2002, then in respect of this Note or such portion hereof,
         until and including, but not after, the close of business within 30
         days after the date of notice of prepayment, to convert this Note (or
         any portion of the principal amount hereof or accrued and unpaid
         interest) into fully paid and nonassessable shares (calculated as to
         each conversion to the nearest whole share) of common stock, par value
         $0.001 per share, of the Company (the "Shares"), at a price per Share
         of $0.05, by surrender of this Note, duly endorsed (if so required by
         the Company) or assigned to the Company or in blank, to the Company at
         its offices, accompanied by written notice to the Company, in the form
         set forth below, that the holder hereof elects to convert this Note. No
         fractions of Shares will be issued on conversion, but instead of any
         fractional interest, the Company will pay cash adjustments as provided
         herein.

                  (b) Notwithstanding anything to the contrary set forth herein,
         this Note shall be converted automatically into Shares upon the
         occurrence of the receipt by the Company of $4.5 million in equity
         capital, after deducting offering costs, excluding an increase in
         equity resulting from conversion of Notes or other notes or obligations
         outstanding as of June 30, 2002

         4. Prepayment. This Note is subject to prepayment, in whole or in part,
at any time upon not less than 30 days' notice delivered by an international
courier service or registered mail, at the election of the Company, subject to
the holder's prior right of conversion as provided in paragraph 3. Prepayment
shall be effected by paying the amount equal to the outstanding principal amount
of the Note plus all interest accrued but unpaid to the date of prepayment.
During the 30 days following the date of any notice of prepayment, the holder
will have the right to convert the outstanding principal amount of the Note or
any portion thereof, plus accrued but unpaid interest, into common stock of the
Company on the terms and conditions provided for in paragraph 3 above. On the
date fixed for prepayment, the Note shall cease to bear interest with respect to
the amount of principal actually paid. Upon surrender of any Note for prepayment
in accordance with said notice of prepayment by the Company, the amount of
principal and interest due shall be paid in cash or certified funds. Any Note
that is prepaid only in part shall be presented for notation thereon by the
Company of such partial prepayment. If less than all of the Notes of this Series
are to be prepaid, notice of the proposed prepayment shall be sent to the
registered holders of all Notes issued in this Series, and such prepayment shall
be made pro rata.

         5. Limitations on Right of Conversion. Following receipt of the written
notice of intention to convert this Note, the Company shall take such steps as
it deems appropriate to permit conversion of the Note as specified in the notice
without registration or qualification under applicable federal and state
securities laws; provided, that in no event shall the Company be required to
consent to the general service of process or qualify as a foreign corporation in
any jurisdiction where the Note holder resides if such jurisdiction is different
than such Note holder's residence when the Note was originally offered and sold.
Upon providing the written notice of intention described in this paragraph, the
holder of this note shall be deemed to make the additional representation that

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<PAGE>

there shall have been no change in circumstances that would cause such holder
not to be an "accredited investor" as that term is defined in Rule 501 of
Regulation D promulgated under the Securities Act of 1933. If there has been a
change in circumstances that would cause the holder not to be an accredited
investor at the time of the notice, the holder will so specifically advise the
Company in the written notice. In order to comply with exemptions from the
registration requirements of the Securities Act and certain state securities
statutes, the Company may request the holder of this Note to make certain
representations and execute and deliver to the Company certain documents as a
condition to exercise of the conversion rights hereunder, all in form and
substance satisfactory to the Company and the holder.

         6. Satisfaction and Discharge of Note. This Note shall cease to be of
further effect (except as to any surviving rights of conversion, transfer or
exchange of Notes herein expressly provided for) when:

                  (a) the Company has paid or caused to be paid all sums payable
         hereunder by the Company, including all principal amounts and interest
         accrued under this Note; and

                  (b) all the conditions precedent herein provided for relating
         to the satisfaction and discharge of this Note have been complied with.

         7. Events of Default. "Event of default" when used herein, whatever the
reason for such event of default and whether it shall be voluntary or
involuntary, effected by operation of law pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or
governmental body, or caused by the provisions of any paragraph herein, means
any one of the following events:

                  (a) default in the payment of any interest on this Note when
         it becomes due and payable, and continuance of such default for a
         period of 30 days after notice thereof to the Company;

                  (b) default in the payment of the principal of any Note in
         this Series when due, whether at maturity, upon repayment, or
         otherwise, and continuance of such default for a period of 30 days
         after notice thereof in writing to the Company;

                  (c) default in the performance or breach of any covenant or
         warranty of the Company in the outstanding Notes in this Series (other
         than a covenant or warranty, the breach or default in performance of
         which is elsewhere in this section specifically dealt with), and
         continuation of such default or breach for period of 60 days after
         there has been given to the Company by registered or certified mail, by
         the holders of a majority in principal amount of the outstanding Notes
         in this Series, a written notice specifying such default or breach and
         requiring it to be remedied and stating that such notice is a notice of
         default hereunder;

                  (d) the entry of a decree or order by a court having
         jurisdiction in the premises adjudging the Company a bankrupt or
         insolvent or composition thereof under the Federal Bankruptcy Act or
         any other applicable federal or state law, or appointing a receiver,
         liquidator, assignee, trustee, sequestrator (or other similar official)
         of the Company or of any substantial part of its property, or ordering
         the winding up or liquidation of its affairs, and the continuance of
         any such decree or order unstayed and in effect for a period of 60
         consecutive days; or

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<PAGE>

                  (e) the institution by the Company of proceedings to be
         adjudicated a bankrupt or insolvent, or the consent by it to the
         institution of bankruptcy or insolvency proceedings against it, or a
         filing by it of a petition or answer or consent seeking reorganization
         or relief under the Federal Bankruptcy Act or any other applicable
         federal or state law; or the consent by it to the filing of any such
         petition or the appointment of a receiver, liquidator, assignee,
         trustee, sequestrator (or other similar official) of the Company or of
         any substantial part of its property), or the making by it of an
         assignment for the benefit of creditors, or the admission by it in
         writing of its inability to pay its debts generally as they become due,
         or the taking of corporate action by the Company in furtherance of any
         such action.

If any one or more of the events of default specified above shall have happened,
the rights of the holder of this Note shall be limited to converting the
principal of and accrued but unpaid interest on the Note to Shares or to
executing and foreclosing on the collateral described in the Security Agreement,
and in the event that any sale of the collateral shall be insufficient to
satisfy the obligation evidenced by this Note, the holder of this Note shall not
seek and shall not be entitled to obtain a deficiency or personal judgment
against the Company.

         8. Acceleration of Maturity. If an event of default occurs and is
continuing, then, in every such case, the holders of a majority in principal
amount of the then outstanding Notes in this Series may declare the principal of
all the Notes to be due and payable immediately, by a notice in writing to the
Company of such default, and upon any such declaration, such principal shall
become immediately due and payable. At any time after such declaration of
acceleration has been made, and before a judgment or decree for payment of money
due has been obtained by the holders, the holders of a majority in principal
amount of the outstanding Notes in this Series, by written notice to the
Company, may rescind and annul such declaration and its consequences if all
events of default, other than the nonpayment of the principal of Notes that has
become due solely by such acceleration, have been cured or waived. No such
rescission shall affect any subsequent default or impair any consequent right
thereon.

         9. Security for the Notes. The obligation evidenced by the Notes is
secured by that certain Intellectual Property Security Agreement dated effective
__________________, 2002, in which the Company grants a security interest in the
Company's intellectual property, as defined therein, to the holders of the Notes
in this Series, subject to the license of Smart Chip Technologies, LLC, a
wholly-owned subsidiary of the Company.

         10. Suits for Enforcement. If an event of default occurs and is
continuing, the holders of a majority in principal amount of the outstanding
Notes in this Series may, in their discretion, proceed to protect and enforce
their rights by such appropriate judicial proceedings as the holders shall deem
most effectual to protect and enforce any such rights, whether for the specified
enforcement of any covenant or agreement under this Note or in aid of the
exercise of any power granted herein, or to enforce any other property remedy.

         11. Limitation on Suits. No holder of any Note shall have any right to
institute any proceedings, judicial or otherwise, with respect to this Note, or
for the appointment of a receiver or trustee, or for any remedy hereunder,
unless such holder has previously given written notice to the Company of a
continuing event of default as provided above; it being understood and intended
that no one or more holders of Notes shall have any right in any manner whatever
by virtue of or by availing of any provisions of this Note to effect, disturb or
prejudice the right of any other holders of Notes, or to obtain or to seek to
obtain priority or preference over any other holders, or to enforce any right
under this Note, except in the manner herein provided and for the equal and
ratable benefit of all the holders of the Notes.

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<PAGE>

         12. Acts of Holders. Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Note to be given or
taken by the holder hereof or by the holders of the Notes in this Series may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such holders in person, or by their agent or attorney-in-fact
duly appointed in writing; and, except as otherwise expressly provided herein,
such action shall become effective when such instrument or instruments are
delivered to the Company in the manner provided for giving notices herein. Such
instrument or instruments, and the action embodied therein or evidenced thereby,
are herein sometimes referred to as the "act" of the holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Note if the fact and date of execution by any person of any such instrument or
writing are verified by the affidavit of a witness of such execution. The
request, demand, authorization, direction, notice, consent, waiver or other
action by the holder of any Note shall bind every Note holder of the same Note
and the holder of every Note issued upon the transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done or suffered to be done
by any person in reliance thereon, whether or not notation of such action is
made upon such Note.

         13. Notices to Holders; Waiver. Where this Note provides for notice to
holders of any event, such notice shall be sufficiently given if in writing and
mailed, registered, postage prepaid, to each holder affected by such event, at
his or her address as it appears in the Note register maintained by the Company,
not later than the latest date and not earlier than the earliest date,
prescribed for the giving of such notice. The Company shall provide a copy of
the Note register upon the written request of any holder of Notes in this
Series. In any case, where notice to holders is given by mail, neither the
failure to mail such notice nor any defect in any notice so mailed to any
particular holder shall affect the sufficiency of such notice with respect to
holders of other Notes issued in this Series. Where the Note provides for notice
to the Company, such notice shall be sufficiently given if in writing and
mailed, registered and postage prepaid, to the Company at its address set forth
above (or at such other address as shall be provided to the holders of the Notes
of this Series in the manner for giving notices set forth herein), not later
than the latest date and not earlier than the earliest date, prescribed for the
giving of such notice. Where this Note provides for notice in any manner, such
notice may be waived in writing by the person entitled to receive such notice,
whether before or after the event, any such waiver shall be equivalent of such
notice.

         14. Adjustment in Conversion. The conversion price and number of Shares
issuable upon conversion of this Note may be subject to adjustment from time to
time as follows:

                  (a) If the Company shall take a record of the holders of its
         Shares for the purpose of entitling them to receive a dividend in
         Shares, the conversion price in effect immediately prior to such record
         date shall be proportionately decreased, such adjustment to become
         effective immediately after the opening of business on the day
         following such record date.

                  (b) If the Company shall subdivide the outstanding Shares into
         a greater number of Shares or combine the outstanding Shares into a
         smaller number of Shares, or issue by reclassification any of its
         Shares, the conversion price in effect immediately prior thereto shall
         be adjusted so that the holder of the Note thereafter surrendered for
         conversion shall be entitled to receive, after the occurrence of any of
         the events described, the number of Shares to which the holder would
         have been entitled had such Note been converted immediately after the
         opening of business on the day following the date upon which such
         subdivision or combination or reclassification, as the case may be,
         becomes effective.

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<PAGE>

                  (c) No fraction of a Share shall be issued upon conversion,
         but in lieu thereof the Company, notwithstanding any other provision
         hereof, may pay therefor in cash at the fair value of the fractional
         Shares at the time of conversion.

                  (d) Neither the purchase or other acquisition by the Company
         of any Shares nor the sale or other disposition by the Company of any
         Shares shall affect any adjustment of the conversion price or be taken
         into account in computing any subsequent adjustment of the conversion
         price.

                  (e) If at any time:

                           (i)      the Company proposes to pay any dividend
                                    payable in Shares upon its Shares or make
                                    any distribution, including a cash or
                                    property dividend, out of earnings or earned
                                    surplus, to the holders of its Shares; or

                           (ii)     the Company proposes to enter into any plan
                                    of capital reorganization or of
                                    reclassification of the Shares of the
                                    Company; or

                           (iii)    the Company proposes to merge, consolidate
                                    or encumber or sell all or substantially all
                                    of its assets other than in the ordinary
                                    course of business,

then, in any one or more of said cases, the Company shall cause a notice to be
mailed to the registered holder of this Note at the address of such holder set
forth in the registration records of the Company. Such notice shall be solely
for the convenience of such registered holder and shall not be a condition
precedent to, nor shall any defect therein or failure in connection therewith
affect the validity of, the action proposed to be taken by the Company. Such
notice shall be mailed at least 10 days prior to the date on which the books of
the Company shall close or a record date shall be taken for such Share dividend,
Share split or reclassification, consolidation, merger or sale of properties and
assets, as the case may be. Such notice shall specify such record date for the
closing of the transfer books.

         15. Restrictions. The holder of this Note, by acceptance hereof, both
with respect to the Note and the Shares to be issuable upon conversion of the
Note (unless issued pursuant to an effective registration statement under the
Securities Act), represents and warrants as follows:

                  (a) The subject securities are being acquired for the holder's
         own account to be held for investment purposes only and not with a view
         to or for resale in connection with any distribution of such securities
         or any interest therein without registration or other compliance under
         the Securities Act, and the holder hereof has no direct or indirect
         participation in any such undertaking or in underwriting such an
         undertaking.

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<PAGE>

                  (b) The holder hereof has been advised and understands that:
         (i) the subject securities have not been and will not be registered
         under the Securities Act and the subject securities must be held and
         may not be sold, transferred or otherwise disposed of for value unless
         they are subsequently registered under the Securities Act or an
         exemption from such registration is available; (ii) except as set forth
         herein, the Company is under no obligation to register the subject
         securities under the Securities Act; (iii) in the absence of such
         registration, sale of the subject securities may be impracticable; (iv)
         the Company's registrar and transfer agent will maintain stop transfer
         orders against registration of transfer of the subject securities; and
         (v) the certificates to be issued for any securities will bear on their
         face a legend in substantially the following form:

                  The securities represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended (the
                  "Securities Act), or under the securities laws of any state.
                  These securities are "restricted securities" within the
                  meaning of Rule 144 promulgated under the Securities Act. The
                  securities have been acquired for investment and may not be
                  sold or transferred without complying with Rule 144 in the
                  absence of an effective registration or an available exemption
                  from registration under the Securities Act and applicable
                  state statutes.

                  (c) The Company may refuse to transfer the subject securities
         unless the holder thereof provides an opinion of legal counsel
         reasonably satisfactory to the Company or a "no-action" or interpretive
         response from the Securities and Exchange Commission to the effect that
         the transfer is proper. Further, unless such letter or opinion states
         that the subject securities are free from any restrictions under the
         Securities Act, the Company may refuse to transfer the subject
         securities to any transferee who does not furnish in writing to the
         Company the same representations and agree to the same conditions with
         respect to such subject securities as set forth herein. The Company may
         also refuse to transfer the subject securities if any circumstances are
         present reasonably indicating that the transferee's representations are
         not accurate.

                  (d) This Note is nonnegotiable.

         16. Registered Holder. The Company may treat the person or persons
whose name or names appear hereon as the absolute owner or owners of this Note
for the purpose of receiving payment of, or on account of, the principal and
interest due on this Note and for all other purposes, and the Company shall not
be affected by any notice to the contrary.

         17. Severability. In case any provision in this Note shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

         18. Governing Law. This Note shall be governed by and construed and
interpreted in accordance with the laws of the state of Utah, excluding
principles of choice or conflicts of law.

         19. Legal Holidays. In any case where any date provided herein shall
not be a business day, then (notwithstanding any other provision of this Note),
the event required or permitted on such date shall be required or permitted, as
the case may be, on the next succeeding business day with the same force and
effect as if made on the date upon which such event was required or permitted
pursuant hereto.

         20. Delay or Omission; No Waiver. No delay or omission of any holder of
the Note to exercise any right or remedy accruing upon any event of default
shall impair any such right or remedy or constitute a waiver of any such event
or default or acquiescence therein. Every right or remedy given hereby or by law
may be exercised from time to time and as often as may be deemed expedient.

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<PAGE>

         21. Miscellaneous. This Note is subject to the following additional
terms and conditions:

                  (a) If this Note is placed with an attorney for collection, or
         if suit be instituted for collection, or if any other remedy provided
         by law is pursued by the registered holder hereof, because of any
         default in the terms and conditions herein, then in either event, the
         undersigned agrees to pay reasonable attorneys' fees, costs and other
         expenses incurred by the registered holder hereof in so doing.

                  (b) None of the rights and remedies of the registered holder
         hereof shall be waived or affected by failure or delay to exercise
         them. All remedies conferred on the registered holder of this Note
         shall be cumulative and none is exclusive. Such remedies may be
         exercised concurrently or consecutively at the registered holder's
         option.

                  (c) This Note is transferable only in compliance with the
         provisions of paragraph 12 hereof.

                  (d) Maker and each surety, endorser, guarantor and other party
         liable for the payment of any sums of money payable on this Note,
         jointly and severally waive presentment and demand for payment, protest
         and notice of protest and nonpayment, or other notice of default,
         except as specified herein, and agree that their liability on this Note
         shall not be affected by any renewal or extension in the time of
         payment hereof, indulgences, partial payment, release or change in any
         security for the payment of this Note, before or after maturity,
         regardless of the number of such renewals, extensions, indulgences,
         releases or changes.

         DATED effective as of the September 1, 2002

                                   SCHIMATIC Cash Transactions Network.com, INC.

Attest

By ___________________________     By _________________________________________
                   , Secretary        Bernard McHale, C.E.O. and Treasurer


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                                                     Date ______________________


SCHIMATIC Cash Transactions Network.com, Inc.
740 East 3900 South
Salt Lake City, UT 84107

         Re: Conversion of Note

To Whom It May Concern:

The undersigned owner of this Note hereby irrevocably exercises the option to
convert this Note into shares of common stock, par value $0.001 per share, of
SCHIMATIC Cash Transactions Network.com, Inc., in accordance with the terms of
this Note, and directs that the Shares issuable and deliverable upon the
conversion, together with any check in payment for fractional Shares, be issued
in the name of and delivered to the undersigned unless a different name has been
indicated below. If Shares are to be issued in the name of a person other than
the undersigned, the undersigned will pay any transfer taxes payable with
respect thereto.


                                                 _______________________________
                                                 (Signature)
FILL IN FOR REGISTRATION OF SHARES:


__________________________________              ________________________________
(Printed Name)                                  (Social Security or Other
                                                Identifying Number)

__________________________________              ________________________________
(Street Address)


__________________________________              ________________________________
(City, State, and ZIP Code)                     Number of Shares To Be Converted


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