Exhibit 10.12

                      PROMISSORY NOTE EXTENSION AGREEMENT

THIS  PROMISSORY NOTE EXTENSION  AGREEMENT (the  "Agreement") is entered into on
this 7th day of February,  2003, by and between Statmon  Technologies,  Corp., a
Nevada  corporation  located at 345 N. Maple Drive,  Suite 120,  Beverly  Hills,
California, 90210 ("Statmon") and Thieme Consulting Inc., The Global Opportunity
Fund  and  Veinvest,  all  of  which  such  notes  are  administered  by  Thieme
Consulting,  Inc., 1370 Avenue of the Americas,  New York, New York, 10019. Each
of Thieme Consulting,  The Global Opportunity Fund and Veinvest are occasionally
referred to individually or collectively as "Holder" or "Holders."

                                    RECITALS

      A.  WHEREAS,  Statmon is the obligor  pursuant to three  Promissory  Notes
between  Statmon and Thieme  Consulting  Inc. dated November 7, 2001, The Global
Opportunity  Fund dated  November 7, 2001 and  Veinvest  dated  November 6, 2001
(collectively the "Notes") which were executed  contemporaneously  with a Pledge
and  Security  Agreement  dated  October  12,  2001  (collectively,   the  "Note
Agreements");

      B. WHEREAS,  the original maturity dates of the Notes were April 16, 2002,
May 6, 2002, and May 18, 2002, respectively (the "Maturity Dates");

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

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

      E.  WHEREAS,  Holders have agreed to subrogate  any interest  securing the
Notes and provided for by the Note  Agreements to the rights of Harris solely to
the  extent  set  forth in that  certain  Security  Interest  Subordination  and
Subrogation Agreement entered into by Statmon, Thieme Consulting, Inc. on behalf
of Holders, John C. Hoff and Harris Corporation  concurrently with the execution
of  this  Agreement.,   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,  Holders  collectively
agree to extend the Maturity  Dates of the Notes as follows:  the Maturity Dates
for all  three  Notes  shall be  extended  up to and  including  June 30,  2003.

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      2. RESTATEMENT OF ORIGINAL PRINCIPAL.  The parties agree that the original
outstanding  principal  amount  owed by Statmon  pursuant  to all three Notes is
$250,000.

      3. PAYMENT SCHEDULE.  Notwithstanding  any other payment  arrangements set
forth in the Note Agreements,  Statmon agrees to apply first monies from the net
proceeds from the sale of equity pursuant to an offering currently in the market
or the  restructuring  of the Company's  debt,  whichever  occurs first,  to the
repayment of the Notes.  In any event all  principal  and interest to be paid in
full on or before June 30, 2003.

      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,  Holders,  individually  and
collectively,  hereby agree to subrogate any and all of their security  interest
to Harris  Corporation  solely to the extent set forth in the Security  Interest
Subordination  and  Subrogation  Agreement  entered  into  by  Statmon,   Thieme
Consulting,  Inc.  on behalf of  Holders,  John C. Hoff and  Harris  Corporation
concurrently with the execution of this Agreement.

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

            (a) Statmon to continue  accruing penalty interest at 15% per annum,
plus,  25,000 shares per month.  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 December 31, 2003;

            (b) Statmon hereby agrees to issue to Holder an additional  one-time
grant of 200,000  shares of its common stock and to instruct its transfer  agent
to immediately issue all share certificates reflecting such additional shares;

            (c) Statmon  undertakes to include all the Holders' shares of Common
stock in its first  Securities  and  Exchange  Commission  ("SEC")  registration
statement filing under the Securities Act of 1933. The timetable for such filing
shall not be later than December 31, 2003.  Notwithstanding  the foregoing,  the
Registration  Rights  Agreement  made as of October  12,  2001,  by and  between
Statmon and Thieme Consulting, Inc., shall remain in full force and effect.

            (d) Statmon  agrees that,  should its right to terminate  the Harris
Distribution  Agreement  become  exercisable at any time during the term of this
Agreement and while amounts under the Notes are still outstanding,  Statmon will
immediately  notify Holder of such right.  Moreover,  should Holder request that
Statmon exercise its right to terminate the Harris Distribution Agreement during
any time that Statmon has the right to do so, Statmon will  immediately take all
steps to terminate the Harris Distribution Agreement.

<PAGE>

      6. MISCELLANEOUS.

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

            (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.

            (e)  WAIVER.  A  waiver  by  either  party of any of the  terms  and
conditions or covenants to be performed by the other, including, but not limited
to, the  extension of the maturity  dates of the Notes  hereunder,  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.  Any such mediation or arbitration shall
take place in New York County, New York.

            (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 Subordination and 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.


By:  /s/ Geoffrey Talbot
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Its: CEO
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THIEME CONSULTING, INC.
FOR AND ON BEHALF OF THE
NOTE HOLDERS

BY: /s/ Heiko Thieme
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ITS:
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