Exhibit 10.11

                            SECURED PROMISSORY NOTE

$25,000                                                         November 6, 2001

      FOR VALUE  RECEIVED,  the  undersigned  ("Maker"),  promises to pay to the
order  of  Veninvest,  its  successors  and  assigns  ("Payee"),  at c/o  Thieme
Securities,  Inc.,  1370 Avenue of the Americas,  New York, NY 10019, 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 Twenty Five  Thousand  Dollars
($25,000),  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.    Secured  Obligation.  The  indebtedness  evidenced  by this  Note is
            secured by pursuant to that certain  Pledge and Security  Agreement,
            by and between  Maker and  Veninvest,  a New York  corporation  (the
            "Security Agreement").

      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).  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 on the  earlier to occur of (a) six months from the
            date  hereof or (b) ten days  subsequent  to the receipt by Maker of
            gross  proceeds  of not less  than  $1,000,000  from the sale of its
            capital stock or securities  which,  upon the exercise or conversion
            thereof,  will  require  Maker  to  issue  its  capital  stock  (the
            "Maturity  Date").  Any  amounts  received by Payee in excess of the
            amounts  required to pay all amounts owed to Payee shall be returned
            to Maker.

      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

<PAGE>

            (b)   An event of default pursuant to the Security Agreement; or

            (c)   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

            (d)   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.


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<PAGE>

      8.    Additional  Security.  If  all  or  any  portion  of  the  Company's
            obligations  under this Note or any other  Secured  Promissory  Note
            issued by Maker in  connection  with that  certain  Placement  Agent
            Agreement  between  Maker and Thieme  Securities,  Inc.,  a New York
            corporation  (collectively  the  "Defaulted  Notes")  remains unpaid
            subsequent to their  maturity  date,  the Company will forthwith pay
            such  obligations  from 50% of its  revenues  less the cost of goods
            sold attributable to such revenues. Such payments shall be made on a
            pro rata basis based upon the amount of the then unpaid  obligations
            with respect to each of the  Defaulted  Notes.  The  foregoing is in
            addition  to any and all  rights  that  the  holder  of the Note may
            otherwise have against the Company.

      9.    Issuance  of Common  Stock.  In the event the  Company  has not paid
            obligations  under this Note on the Maturity Date, the Company shall
            thereafter  issue an aggregate of 25,000  shares of its common stock
            $.00001 par value, to the holders of the Defaulted Notes during each
            calendar  month or portion  thereof  during  which such  obligations
            remain  unpaid in full.  Such  payments  shall be made on a pro rata
            basis  based upon the  amount of the then  unpaid  obligations  with
            respect to each of the Defaulted Notes. The foregoing is in addition
            to any and all rights that the holder of the Note may otherwise have
            against the Company.

      10.   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.

      11.   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.

      12.   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.

      13.   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).


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<PAGE>

            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, the Security
            Agreement or under any of the other documents  evidencing,  securing
            or relating to this Note, the Security Agreement or any part thereof
            (collectively, the "Agreements"), 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
            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).

      14.   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:


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<PAGE>

If to the Payee:

            Veninvest
            c/o Thieme Securities, Inc.
            1370 Avenue of the Americas
            New York, NY 10019
            Attention: Heiko Thieme, President
            Telephone: 212-397-3900
            Fax: 212-397-4036

       with a copy to:

            Reisman & Associates, P.A.
            Attn: Jonathan Reisman Esq.
            5100 Town Center Circle
            Boca Raton, FL 33486
            Telephone: 561-361-9300
            Fax: 561-416-9249

       If to the Maker:

            Statmon Technologies Corp.
            114 North Doheny Drive
            Suite 201
            Los Angeles, CA 90048
            Telephone: 310-440-8053
            Fax: 310-278-6585

       with a copy to:

            Martin Licht Esq.
            685 Third Avenue
            New York, NY 10017
            Telephone: 212-661-7100
            Fax: 212-661-3339

      15.   Governing Law and Exclusive  Venue.  This Note shall be construed in
            accordance  with and  governed by the laws of the State of New York.
            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 the State of New York located in the County of New York or
            the Federal District Court for the Southern District of New York.


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<PAGE>

      16.   Collection,  If this Note is not paid  according to the tenor hereof
            and strictly as above provided,  it may be placed in the hands of an
            attorney at law for collection. In such event, each party liable for
            payment  thereof,  as  obligor,   maker,   endorser,   guarantor  or
            otherwise,  hereby agrees to pay the holder  hereof,  in addition to
            the sums above stated,  a reasonable  attorneys' fee, whether or not
            suit be initiated,  which fee shall include  attorneys'  fees at the
            trial level and on appeal,  together with all costs incurred. IN THE
            EVENT  THAT  LITIGATION  IS  INITIATED  FOR  THE  COLLECTION  OF ANY
            OBLIGATION  EVIDENCED  BY THIS NOTE,  THEN MAKER  HEREBY  WAIVES ANY
            RIGHT TO TRIAL BY JURY  REGARDING  THIS  NOTE AND ANY  AGREEMENT  OR
            INSTRUMENT SECURING SAME.

      17.   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.

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

THE PROPER DOCUMENTARY STAMP TAX, IF REQUIRED,  HAS BEEN PAID ON THIS PROMISSORY
NOTE BY THE MAKER.

                            [SIGNATURE PAGE FOLLOWS]


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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/ G. Talbot
                                                          ----------------------
                                                   Name:  G. Talbot
                                                          ----------------------
                                                   Title: CEO
                                                          ----------------------


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