Exhibit 10.10

                            SECURED PROMISSORY NOTE


$100,000                                                        November 7, 2001

      FOR VALUE  RECEIVED,  the  undersigned  ("Maker"),  promises to pay to the
order  of The  Global  Opportunity  Fund  Limited  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 One
Hundred  Thousand  Dollars  ($100,000),  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 The Global  Opportunity Fund Limited,  (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

<PAGE>


                  principal of, or interest on, this Note after such payment has
                  become due and payable; or

            (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.


                                        2
<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


                                       3
<PAGE>

            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,  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:


                                       4
<PAGE>

If to the Payee:

            The Global Opportunity Fund Limited
            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.
            345 Maple Drive, Suite 120
            Beverly Hills, CA 90210
            Telephone: 310-288-4582
            Fax: 310-288-4381

      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.


                                        5
<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]


                                        6
<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: Geoffrey Talbot
                              -----------------

                        Title: President
                               ----------------

                                       7