Exhibit 10.17

                                 PROMISSORY NOTE
$5,000                                                          OCTOBER 31, 2003

      FOR VALUE  RECEIVED,  THE  UNDERSIGNED  ("MAKER"),  PROMISES TO PAY TO THE
ORDER OF ROBERT B. FIELDS, HIS SUCCESSORS AND ASSIGNS  ("PAYEE"),  AT OR AT SUCH
OTHER  PLACE AS PAYEE MAY FROM TIME TO TIME  DESIGNATE,  IN LAWFUL  MONEY OF THE
UNITED STATES OF AMERICA,  THE PRINCIPAL SUM OF FIVE THOUSAND ($5,000),  OR SUCH
LESSER AMOUNT THAT MAY BE OUTSTANDING  PURSUANT TO THE TERMS OF THIS  PROMISSORY
NOTE (THE "NOTE"), TOGETHER WITH INTEREST ON THE UNPAID PRINCIPAL BALANCE HEREOF
FROM TIME TO TIME OUTSTANDING, UNTIL MATURITY AS PROVIDED BELOW.

      1.    OBLIGATION. THE INDEBTEDNESS EVIDENCED BY THIS PROMISSORY NOTE.

      2.    INTEREST.  The outstanding principal balance of this Note shall bear
            interest  at the rate of ten  percent  (10%) per annum from the date
            hereof until the Maturity Date (as hereinafter  defined),  but in no
            event  shall  such  interest  exceed  the  Highest  Lawful  Rate (as
            hereinafter  defined).  Interest is capitalized  and due and payable
            upon expiry of this  Promissory  Note.  Any payments of principal or
            interest  that  become  past due shall bear  interest at the Highest
            Lawful Rate. Interest on this Note shall be computed on the basis of
            the number of actual days elapsed in a year consisting of 365 days.

      3.    PAYMENTS.  All amounts  owing  hereunder,  including all accrued and
            unpaid interest and the outstanding principal amount hereof shall be
            due and payable ONE HUNDRED AND EIGHTY  (180) DAYS from the date the
            cleared  funds are received at the Maker's  business  account at the
            Bank of America  branch  located at 8655 Beverly  Blvd,  Los Angeles
            California 90048.

      4.    PREPAYMENTS. Maker shall have the right to pay, in whole or in part,
            the  principal of this Note at any time without  premium or penalty.
            Any payment will first be applied to any  expenses,  then to accrued
            interest, and thereafter to principal.

      5.    TIME OF  ESSENCE.  Time is of the  essence  with  respect  to all of
            Maker's obligations and agreements under this Note.

      6.    EVENTS OF DEFAULT.  Each of the following shall constitute an "Event
            of Default" under this Note:

            (a)   The  failure,  refusal or neglect of Maker to pay when due any
                  part of the principal of, or interest on, this Note after such
                  payment has become due and payable; or


            (b)   Maker fails to perform any  covenant  or  agreement  contained
                  herein,  other than the payment of principal of or interest on
                  this Note after  such  payment  has  become  due and  payable,
                  within ten (10) days after having received

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            written notice of such failure from Payee; or

            (c)   If Maker (i) becomes  insolvent,  or makes a transfer in fraud
                  of  creditors,  or  makes an  assignment  for the  benefit  of
                  creditors, or admits in writing its inability to pay its debts
                  as they become due, (ii)  generally is not paying its debts as
                  such  debts  become  due,  (iii) has a receiver  or  custodian
                  appointed for, or a receiver or custodian takes possession of,
                  all or substantially all of its assets, either in a proceeding
                  brought by it or in a proceeding  brought against it, and such
                  appointment  is  not  discharged  or  such  possession  is not
                  terminated  within thirty (30) days after the  effective  date
                  thereof,  or if it consents or acquiesces in such  appointment
                  or  possession,  (iv)  files a petition  for relief  under the
                  United States  Bankruptcy  Code or any other present or future
                  federal or state  insolvency,  bankruptcy or similar laws (all
                  of the foregoing  hereinafter  collectively called "Applicable
                  Bankruptcy  Law") or an  involuntary  petition  for  relief is
                  filed against it under any Applicable  Bankruptcy Law and such
                  involuntary  petition is not dismissed within thirty (30) days
                  after the filing thereof,  or an order for relief naming it is
                  entered   under  any   Applicable   Bankruptcy   Law,  or  any
                  composition, rearrangement, extension, reorganization or other
                  relief of debtors now or  hereafter  existing is  requested or
                  consented  to by it,  (v)  fails to have  discharged  within a
                  period of thirty (30) days any  attachment,  sequestration  or
                  similar writ levied upon any of its property, or (vi) fails to
                  pay within thirty (30) days any final money  judgment  against
                  it.

Nothing contained in this Note shall be construed to limit the Events of Default
enumerated hereinabove and all such Events of Default shall be cumulative.

      7.    Remedies.  Maker  agrees  that upon the  occurrence  of any Event of
            Default, the holder of this Note may, at its option, without further
            notice or demand,  (a) declare the outstanding  principal balance of
            and  accrued  but  unpaid  interest  on this  Note  at once  due and
            payable, (b) pursue any and all other rights, remedies and recourses
            available to the holder hereof,  including,  but not limited to, any
            such  rights,  remedies or  recourses,  at law or in equity,  or (c)
            pursue any combination of the foregoing.  ALL RIGHTS AND REMEDIES OF
            SUCH HOLDER SHALL BE CUMULATIVE  AND THE HOLDER SHALL BE ENTITLED TO
            ALL THE RIGHTS OF A HOLDER IN DUE COURSE OF A NEGOTIABLE INSTRUMENT.

      8.    Issuance of Additional  Three (3) Year  Warrants to Purchase  Common
            Stock. In the event the Company has not paid OBLIGATIONS  UNDER THIS
            NOTE on the  Maturity  Date,  the  Company  shall  thereafter  issue
            penalty  warrants in the aggregate of 250 Three Year (3) Warrants to
            purchase  shares of its common  stock $.01 par value at an  exercise
            price of $1.00 per  share,  to the  holders  of the  Defaulted  Note
            during each  calendar  month or portion  thereof  during  which such
            obligations remain unpaid in full. SUCH ADDITIONAL WARRANTS SHALL BE
            MADE ON A PRO RATA BASIS  BASED  UPON THE AMOUNT OF THE THEN  UNPAID
            OBLIGATIONS  WITH  RESPECT  TO  EACH  OF  THE  DEFAULTED  NOTE.  THE
            FOREGOING  IS IN  ADDITION  TO ANY AND ALL RIGHTS THAT THE HOLDER OF
            THE NOTE MAY OTHERWISE HAVE AGAINST THE COMPANY.

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      9.    No  Waiver.  No delay on the part of Payee or other  holder  of this
            Note in the  exercise of any power or right  under this Note,  shall
            operate as a waiver hereof,  nor shall a single or partial  exercise
            of any power or right preclude other or further  exercise thereof or
            the exercise of any other power or right,  Enforcement by the holder
            of this Note for the payment hereof shall not constitute an election
            by such holder of remedies  so as to  preclude  the  exercise of any
            other remedy available to such holder.

      10.   Waiver.  Except as otherwise  expressly set forth herein,  Maker and
            all endorsers,  sureties,  and guarantors  hereof hereby jointly and
            severally  waive all exemption  rights under any applicable law, and
            also waive  presentment for payment,  demand,  notice of nonpayment,
            valuation,  appraisement,   protest,  demand,  dishonor,  notice  of
            protest, notice of intent to accelerate, notice of acceleration, and
            all other notices,  and without further notice hereby consent to all
            renewals,  extensions,  or partial  payments  either before or after
            maturity.

      11.   Severability.  The  invalidity,  or  unenforceability  in particular
            circumstances, of any provision of this Note shall not extend beyond
            such provision or such  circumstances and no other provision of this
            Note shall be affected thereby.

      12.   Highest Lawful Rate. It is expressly stipulated and agreed to be the
            intent of Maker and Payee at all times to comply with the applicable
            state  and  federal  law  governing  the  maximum  rate or amount of
            interest  payable on or in connection  with this Note (or applicable
            United  States  federal law to the extent  that it permits  Payee to
            contract for, charge,  take,  reserve or receive a greater amount of
            interest  than  under  state  law).  If the  applicable  law is ever
            judicially  interpreted so as to make the amount of interest  exceed
            any  applicable  law or  regulation,  or render  usurious any amount
            called for under this  Note,  or  contracted  for,  charged,  taken,
            reserved or received with respect to the  indebtedness  evidenced by
            this Note (the "Loan"),  or if  acceleration of the maturity of this
            Note or if any  prepayment by Maker results in Maker having paid any
            interest in excess of that  permitted by law, then it is Maker's and
            Payee's express intent that all excess amounts theretofore collected
            by Payee be credited on the  principal  balance of this Note (or, if
            this Note has been or would  thereby  be paid in full,  refunded  to
            Maker),  and the  provisions  of this Note and the other  Agreements
            immediately   be  deemed   reformed   and  the  amounts   thereafter
            collectible hereunder and thereunder reduced,  without the necessity
            of the execution of any new  document,  so as to permit the recovery
            of the fullest  amount called for hereunder  and  thereunder,  while
            complying  in  all  respects  with  applicable  law.  The  right  to
            accelerate  the  maturity of this Note does not include the right to
            accelerate  any interest that has not otherwise  accrued on the date


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            of such  acceleration,  and Payee  does not  intend to  collect  any
            unearned  interest  in the event of  acceleration.  All sums paid or
            agreed to be paid to Payee for the use,  forbearance or detention of
            the Loan  shall,  to the extent  permitted  by  applicable  law,  be
            amortized,  prorated,  allocated and spread throughout the full term
            of the Loan  until  payment  in full so that the rate or  amount  of
            interest on account of the Loan does not exceed the applicable usury
            ceiling.  Notwithstanding any provision contained in this Note or in
            any  of  the  other  Agreements  that  permits  the  compounding  of
            interest, including without limitation any provision by which any of
            the accrued  interest is added to the principal amount of this Note,
            the total  amount of  interest  that Maker is  obligated  to pay and
            Payee is  entitled  to receive  with  respect to this Note shall not
            exceed  the amount  calculated  on a simple  (i.e.,  non-compounded)
            interest  basis at the  Highest  Lawful  Rate on  principal  amounts
            actually  advanced  to or for the  account of Maker,  including  the
            initial principal amount of this Note and any advances made pursuant
            to  any  of the  Agreements  (such  as for  the  payment  of  taxes,
            insurance  premiums and the like). As used herein, the term "Highest
            Lawful  Rate" shall mean the maximum  non-usurious  rate of interest
            which may be lawfully  contracted for, charged,  taken,  reserved or
            received by Payee from Maker in  connection  with the Loan under the
            applicable  state law (or  applicable  United States federal law, to
            the extent that it permits  Payee to  contract  for,  charge,  take,
            reserve or receive a greater  amount of  interest  than under  state
            law).

      13.   Notices.  All  notices or demands  required or  permitted  hereunder
            shall be in writing  and shall be  delivered  personally  or sent by
            registered or certified mail, postage prepaid:

If to the Payee:

Robert B. Fields
215 East 68th Street
New York, NY 10021

      If to the Maker:

                 Statmon Technologies Corp
                 345 N Maple Drive
                 Suite 120
                 Los Angeles, CA 90210
                 Telephone: 310-288-4582 Fax:
                 310-288-4381

      14.   Governing Law and Exclusive  Venue.  This Note shall be construed in
            accordance


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<PAGE>

            with and governed by the laws of the State of California. The Payee,
            by  acceptance  hereof,  and Maker  hereby agree any legal action in
            connection  with this Note shall be instituted only in the courts of
            California.

      15.   Successors  and Assigns.  The provisions of this Note are binding on
            the  assigns  and  successors  of the Maker  and shall  inure to the
            benefit  of the  holder  hereof  and such  holder's  successors  and
            assigns.

      16.   Headings. The headings of the sections of this Note are inserted for
            convenience  only and  shall  not be  deemed  to  constitute  a part
            hereof.


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<PAGE>

      IN WITNESS WHEREOF, the undersigned has executed this Note to be effective
as of the date first written above.

                                     STATMON TECHNOLOGIES CORP.

                                                        By: /s/ Geoffrey Talbot
                                                           ---------------------
                                                        Name: G. Talbot
                                                             -------------------
                                                        Title: CEO
                                                              ------------------


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