Exhibit 10.20

Form Of Promissory Note

                                 PROMISSORY NOTE

$00,000                                                                     DATE

         FOR VALUE RECEIVED, THE UNDERSIGNED  ("MAKER"),  PROMISES TO PAY TO THE
ORDER OF _______________________________,  ITS 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 __________ THOUSAND
DOLLARS  ($000,000),  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.

         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 written notice of
                    such failure from Payee; or


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Form Of Promissory Note

               (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 0,000 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


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Form Of Promissory Note

               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.

         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


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Form Of Promissory Note

               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 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:

Investor:

         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


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Form Of Promissory Note


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


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


                                           STATMON TECHNOLOGIES CORP.

                                           By:__________________________________

                                           Name:________________________________

                                           Title:_______________________________




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