Exhibit 10.19

                       PROMISSORY NOTE EXTENSION AGREEMENT

THIS  PROMISSORY NOTE EXTENSION  AGREEMENT (the  "Agreement") is entered into on
this second day of December 2002, by and between Statmon Technologies,  Corp., a
Nevada  corporation  located at 345 N. Maple Drive,  Suite 120,  Beverly  Hills,
California,  90210  ("Statmon")  and  John C.  Hoff  ("Holder"),  an  individual
residing at 4002 Hunt Club Court, Agora Hills, CA 91301.

                                    RECITALS

      A. WHEREAS,  Statmon is the obligor  pursuant to a Promissory Note between
Statmon and Holder  dated  September  8, 2000 (the  "Note")  which was  executed
contemporaneously  with a Note Purchase and Shareholder  Rights  Agreement and a
Trademark Security Agreement dated September 3, 2002, which has since twice been
amended (collectively, the "Note Agreements");

      B. WHEREAS,  the original  maturity date of the Note (the "Maturity Date")
was one year after execution, or September 8, 2001;

      C.  WHEREAS,  the  Maturity  Date of the Note has been  extended by mutual
agreement of Statmon and Holder to May 8, 2002, and August 8, 2002, respectively
and is currently in default;

      D. WHEREAS, Statmon and Holder desire to again extend the Maturity Date of
the Note in exchange for certain additional obligations undertaken by Statmon as
set forth herein;

      E.  WHEREAS,  Statmon is currently  negotiating  a separate  Agreement for
Purchase  and  Sale  of  Remote  Monitoring  Products  with  Harris  Corporation
("Harris"), (the "Harris Distribution Agreement").

      F. WHEREAS,  Holder has agreed to subrogate any interest securing the Note
and  provided  for by the Note  Agreements  to the rights of Harris,  subject to
Holders  written  consent to the Harris  Distribution  Agreement,  which consent
shall not be unreasonably withheld.

      NOW, THEREFORE,  in consideration of the premises and mutual covenants set
forth, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:

                                    AGREEMENT

      1.  EXTENSION  OF  MATURITY  DATE.  Pursuant  to the terms and  conditions
precedent and subsequently  detailed in this Agreement,  Holder agrees to extend
the Maturity Date of the Note up to and including May 31, 2003.

<PAGE>

      2.  RESTATEMENT OF OUTSTANDING  PRINCIPAL AND INTEREST.  The parties agree
that the outstanding principal amount owed by Statmon, together with interest at
the rate stated in the original  Note,  is  $336,655.72  as at November 30, 2002
(the "Outstanding Balance").

      3.  REVISED   PAYMENT   SCHEDULE.   Notwithstanding   any  other   payment
arrangements  set  forth  in the Note  Agreements,  Statmon  agrees  to make the
following payments until the Outstanding Balance is paid down to a zero balance:

            (a) To  consummate  this  agreement  Statmon  will  make an  initial
payment to Holder of $25,000 on December 2, 2002;

            (b) For each month subsequent thereto, commencing January, 2003, and
payable over the course of the month and no later than the last  calendar day of
each such  month,  Statmon  will pay Holder a minimum of $20,000  per month (the
"Minimum Payment"), beginning with payments made to the Holder on a weekly basis
of twenty  percent (20%) of each Statmon  invoice  remitted of cleared funds and
received by Statmon,  up to the amount of the  Minimum  Payment.  The balance of
invoice  receipts shall be applied to pay off any deficit in the Minimum Payment
and for any other  expenditure as per the approved  operating budget and payment
schedule.

            (c) If the Outstanding Balance, which the parties agree continues to
accrue  interest  per  the  terms  contained  in the  Note  Agreements  and  any
amendments thereto, has not been paid down to a zero balance by May 3l, 2003, or
if Statmon defaults on the payment  obligations set forth in paragraphs 3(a) and
3(b) in any two consecutive months between January,  2003 and May 31, 2003, then
for each  subsequent  calendar month  thereafter,  the Minimum  Payment shall be
fifty percent (50%) of each invoice payment received by Statmon, and such amount
shall be remitted to Holder on a weekly basis.

            (d) Statmon may at any time pay off the entire  Outstanding  Balance
of the Note,  again which the parties agree continues to accrue interest per the
terms contained in the Note Agreements and any amendments  thereto,  without any
prepayment penalties.

            (e)  Statmon  agrees  to  make  its  best  efforts  to  formalize  a
non-exclusive  Sales  and  Marketing  arrangement  with  SDS  LLC,  to  Holders'
reasonable satisfaction prior to January 31, 2003 (the "SDS Agreement").

            (f) In the event Statmon defaults as per 3(c) above and Statmon does
not have a qualified software  distributor in place for the broadcast  industry,
Statmon,  in  consultation  with the  Holder,  shall use its best  endeavors  to
renegotiate the non-exclusive SDS Agreement within 14 days.

      4.  SUBROGATION  OF  SECURITY  INTEREST.   Notwithstanding  any  provision
contained within the Note Agreements  relating to a security  interest in any of
the assets of Statmon including,  but not limited to, the intellectual  property
of the company and/or any of its  trademarks,  Holder hereby agrees to subrogate
its  security  interest  to Harris  Corporation  as set forth  more fully in the
Security Interest Subrogation Agreement entered into by Statmon,  Holder, Thieme
Securities,  Inc. and Harris Corporation concurrently with the execution of this
Agreement.

<PAGE>

      5. ADDITIONAL  CONSIDERATION.  In addition to the terms and conditions set
forth above, Statmon agrees to the following:

            (a) Stamon will provide Holder with a deal-point  summary,  business
plan and forecasts of the Harris Corporation  transaction  related to the Harris
Distribution Agreement as soon as the information is available from Harris.

            (b)  Statmon  will  provide  weekly  financial  transaction  reports
submitted via e-mail on Monday of each week.

            (c)  Statmon  confirms  it has  instructed  its  transfer  agent  to
immediately  issue all  outstanding  penalty share  certificates  due the Holder
pursuant  to the terms of the Note  Agreements,  as amended up to and  including
November 30, 2002;

            (d) Statmon  undertakes to include all the Holders' shares of Common
stock in its first Securities and Exchange  Commission ("SEC") SB-2 registration
statement filing. The timetable for the first SB-2 registration statement filing
shall not be later than  December  31,  2003.  As an  affiliate  of the Company,
Holder agrees to enter a lock-up agreement  pursuant to an offering or placement
of Statmon shares on the same terms as the other affiliate shareholders.

           (e) Statmon  shall  provide  Holder with a patenting  plan and budget
from a patent  attorney for the Statmon Axess  released  software and the filing
deadlines prior to December 1, 2002.

           (f)  Statmon  shall  keep a current  version  of the  Axess  released
software in a jointly  controlled safety deposit box at Bank America in West Los
Angeles, California.

      6. MISCELLANEOUS.

            (a) APPLICABLE  LAW. This Agreement shall be construed in accordance
with, and any dispute arising in connection  with, shall be governed by the laws
of the State of California.

            (b)  ASSIGNMENT.  Except for an assignment  or  delegation  that may
occur or be deemed to have  occurred as a result of a merger,  sale of assets or
other business combination in which the surviving party specifically assumes the
obligation of the other, no right, interest or obligation in the Agreement shall
be assigned or delegated.

            (c) SECTION  HEADINGS.  The heading of the Sections are inserted for
reference  only and are not  intended  to be part of nor affect  the  meaning or
interpretation of this Agreement.

            (d)  SEVERABILITY.  If any term of this  Agreement or portion of any
term of this Agreement is held as invalid or unenforceable,  the remainder shall
not be affected,  and each term and provision shall be valid and enforced to the
fullest extent permitted by law.

<PAGE>

            (e)  WAIVER.  A  waiver  by  either  party of any of the  terms  and
conditions  or  covenants to be performed by the other shall not be construed to
be a waiver of any  succeeding  breach,  nor of any  other  term,  condition  or
covenant contained in this Agreement.

            (f)  ARBITRATION.  Any dispute  arising under this  Agreement  shall
first be  submitted  to  mediation  and then,  if the  matter has still not been
resolved,  shall be resolved through arbitration in accordance with the rules of
the American Arbitration Association.

            (g)  ATTORNEYS'  FEES.  If it  becomes  necessary  to bring  suit to
enforce any provision of this Agreement,  the prevailing party shall be entitled
to its reasonable attorneys' fees and costs of suit.

            (h)  ENTIRE  AGREEMENT.  This  Agreement,  together  with  the  Note
Agreements,  as amended, and the Security Interest Subrogation Agreement entered
into by the parties  concurrently  herewith,  contain  the entire  understanding
between the parties and may not be altered, varied, revised or amended except by
as agreed in writing by both parties and signed by both  parties.  To the degree
there is any  inconsistency  between the terms of this  Agreement and prior Note
Agreements, as amended, the terms of this Agreement shall control.


      IN WITNESS  WHEREOF,  the parties have each  executed and  delivered  this
Agreement as of the day and year first above written.


STATMON TECHNOLOGIES CORP.              JOHN C. HOFF


By:   /s/ Geoffrey Talbot               By: /s/ John C. Hoff
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Its:  CEO
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