EXHIBIT 10.19
                                  -------------


   THIS PROMISSORY  NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF
   1933,  AS AMENDED.  THE NOTE HAS BEEN ACQUIRED FOR  INVESTMENT  AND MUST BE
   HELD INDEFINITELY  UNLESS IT IS SUBSEQUENTLY  REGISTERED UNDER SAID ACT OR,
   IN THE OPINION OF COUNSEL TO THE COMPANY,  AN EXEMPTION  FROM  REGISTRATION
   UNDER SAID ACT IS AVAILABLE.

                                 PROMISSORY NOTE

$                                                                        _, 2002
 --------------------                                            ---------

FOR VALUE RECEIVED,  MedStrong International  Corporation,  having an address at
500 Silver  Spur Road,  Suite 303,  Rancho  Palos  Verdes,  CA 90274  ("Maker"),
promises to pay to ____________________ ("Payee"), in lawful money of the United
States of America, the principal sum of __________________________ ($_________),
together with interest  thereon  accruing at an annual rate equal to 15%, in the
manner  provided  below.  Interest shall be calculated on the basis of a year of
365 or 366 days,  as  applicable,  and  charged  for the  actual  number of days
elapsed.

1. PAYMENTS

1.1 PRINCIPAL AND INTEREST

Interest on the unpaid  principal  amount shall be payable monthly in arrears on
the last day of each calendar month, commencing with December 31, 2002 until the
entire  principal  amount  shall  be paid in full.  All  principal  and  accrued
interest shall be paid in full on ___________, 2003.

1.2 MANNER OF PAYMENT

All  payments of  principal  and interest on this Note shall be made by check at
_________________ _______________ or at such other place in the United States of
America  as Payee  shall  designate  to  Maker in  writing.  If any  payment  of
principal or interest on this Note is due on a day which is not a Business  Day,
such payment shall be due on the next  succeeding  Business Day.  "Business Day"
means any day other than a Saturday, Sunday or legal holiday in the State of New
York.

1.3 PREPAYMENT

Maker may, without premium or penalty, at any time and from time to time, prepay
all or any  portion of the  outstanding  principal  balance due under this Note,
provided that each such  prepayment is  accompanied  by accrued  interest on the
amount of  principal  prepaid  calculated  to the date of such  prepayment.  Any
partial  prepayments  shall be  applied  first to accrued  interest  and then to
principal.

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2. DEFAULTS

2.1 EVENTS OF DEFAULT

The occurrence of any one or more of the following  events with respect to Maker
shall constitute an event of default hereunder ("Event of Default"):

(a) If Maker shall fail to pay when due any payment of  principal or interest on
this Note.

(b) If,  pursuant to or within the meaning of the United States  Bankruptcy Code
or any other federal or state law relating to insolvency or relief of debtors (a
"Bankruptcy Law"), Maker shall (i) commence a voluntary case or proceeding; (ii)
consent to the entry of an order for relief against it in an  involuntary  case;
(iii) consent to the appointment of a trustee, receiver, assignee, liquidator or
similar official;  (iv) make an assignment for the benefit of his creditors;  or
(v) admit in writing its inability to pay its debts as they become due.

(c) If a court of  competent  jurisdiction  enters an order or decree  under any
Bankruptcy Law that (i) is for relief against Maker in an involuntary case, (ii)
appoints a trustee, receiver,  assignee,  liquidator or similar official for the
Maker or  substantially  all of the  Maker's  properties,  or (iii)  orders  the
liquidation of the Maker,  and in each case the order or decree is not dismissed
within 90 days.

2.2 REMEDIES

Upon the  occurrence  of an Event of  Default  hereunder  (unless  all Events of
Default have been cured or waived by Payee), (a) the interest rate will increase
to a default  rate of 20%  effective  upon such Event of Default,  and (b) Payee
may, at its option,  (i) by written  notice to Maker,  declare the entire unpaid
principal  balance of this Note,  together  with all accrued  interest  thereon,
immediately  due and payable,  and (ii) exercise any and all rights and remedies
available to it under applicable law, including,  without limitation,  the right
to  collect  from  Maker  all sums due  under  this  Note.  Maker  shall pay all
reasonable  costs and expenses  incurred by or on behalf of Payee in  connection
with Payee's  exercise of any or all of its rights and remedies under this Note,
including, without limitation, reasonable attorneys' fees and expenses.

3. REPRESENTATIONS BY PAYEE

Payee represents and warrants to Maker as follows:

     (a) Payee has received and examined all information  concerning Maker which
Payee considers necessary to making an informed decision regarding this Note. In
addition, Payee has had the opportunity to ask questions of, and receive answers
from,  the  officers  and agents of Maker  concerning  Maker and to obtain  such
information,  to the extent such persons  possessed the same or could acquire it
without  unreasonable effort or expense, as Payee deemed necessary to verify the
accuracy of the information referred to herein.


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     (b) The Payee  acknowledges  and  understands  that: (i) the Maker will use
this Note for the Maker's operations,  (ii) the proceeds of the Note will not be
sufficient to provide the Maker with the necessary  funds to achieve its current
business plan,  (iii) the Maker does not have sufficient cash available to repay
the Note,  (iv) this Note will not be  guaranteed  nor will it be secured by any
assets of Maker nor  senior to any other  indebtedness  of Maker,  (v) the Maker
will pay a commission to Maker's agent,  Robert M. Cohen & Company,  Inc., equal
to 10% of the principal  amount loaned pursuant to this Note, and (vi) the Payee
bears the economic risk of never being repaid on this Note.

     (c) The Payee hereby  certifies that Payee is an "Accredited  Investor" (as
that term is  defined  by  Regulation  D under the  Securities  Act of 1933,  as
amended)  because at least one of the  following  statements  is  applicable  to
Payee:

          i.   The  Payee is an  "Accredited  Investor"  because  the  Payee had
               individual  income of more than $200,000 in each of the two prior
               calendar years and reasonably  expects to have individual  income
               in excess of $200,000 during the current calendar year.

          ii.  The Payee is an "Accredited  Investor"  because the Payee and his
               spouse  together had income of more than  $300,000 in each of the
               two prior  calendar  years and  reasonably  expect to have  joint
               income in excess of $300,000 during the current calendar year.

          iii. The  Payee  is  an  "Accredited   Investor"  because  he  has  an
               individual  net  worth,  or he and his  spouse  have a joint  net
               worth. of more than $1,000,000.

     (d)  Payee is  acquiring  this  Note for his own  account,  for  investment
purposes only, and not with a view to the resale or  distribution  of all or any
part thereof.

     (e) Payee  acknowledges  that this Note (i) has not been  registered  under
applicable  securities laws, (ii) will be a "restricted  security" as defined in
applicable  securities  laws, (iii) has been issued in reliance on the statutory
exemptions from  registration  contemplated by applicable  securities laws based
(in part) on the accuracy of Payee's representations  contained herein, and (iv)
will not be transferable without registration under applicable  securities laws,
unless an exemption from such registration requirements is available.

     (f) Payee has reviewed and  understands  Maker's (i) Annual  Report on Form
10-KSB for the fiscal year ended December 31, 2001; and (ii) Quarterly Report on
Form 10-QSB for the three and nine months ended September 30, 2002.

4. MISCELLANEOUS

4.1 WAIVER

The rights and remedies of Payee under this Note shall be cumulative and not
alternative. No waiver by Payee of any right or remedy under this Note shall be
effective unless in a writing signed by Payee. Neither the failure nor any delay
in exercising any right, power or privilege under this Note will operate as a

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waiver of such right, power or privilege and no single or partial exercise of
any such right, power or privilege by Payee will preclude any other or further
exercise of such right, power or privilege or the exercise of any other right,
power or privilege. To the maximum extent permitted by applicable law, (a) no
claim or right of Payee arising out of this Note can be discharged by Payee, in
whole or in part, by a waiver or renunciation of the claim or right unless in a
writing, signed by Payee; (b) no waiver that may be given by Payee will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on Maker will be deemed to be a waiver of any obligation of
Maker or of the right of Payee to take further action without notice or demand
as provided in this Note.

Maker acknowledges that this Note and Maker's obligations under this Note are,
and shall at all times continue to be, absolute and unconditional in all
respects, and shall at all times be valid and enforceable. To the extent
permitted by applicable law, Maker hereby absolutely, unconditionally and
irrevocably forever waives any and all right to assert any defense, set-off,
offset, counterclaim, crossclaim or claim of any nature whatsoever with respect
to this Note or Maker's obligations hereunder.

4.2 NOTICES

Any notice or communication to be given hereunder by any party, to the other
party shall be in writing and shall be deemed to have been given when personally
delivered, or one day after the date sent by recognized overnight courier or
transmitted by facsimile, which transmission by facsimile has been confirmed or
three (3) days after the date sent by registered or certified mail, postage
prepaid, as follows:

                           if to Maker, addressed to it at:

                           MedStrong International Corporation
                           500 Silver Spur Road, Suite 303
                           Rancho Palos Verdes, CA  90274
                           Attn.:  Jerry R. Farrar, President and
                                   Chief Executive Officer

                           with a copy to:

                           Tannenbaum Helpern Syracuse & Hirschtritt LLP
                           900 Third Avenue
                           New York, New York 10022
                           Attn:  Ralph Siciliano, Esq.

                           if to Payee, addressed to:

                           Name:
                                ---------------------------------
                           Address:------------------------------
                           --------------------------------------


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Or persons or addresses as may be designated in writing by the party to receive
such notice.

4.3 SEVERABILITY

If any provision in this Note is held invalid or  unenforceable  by any court of
competent  jurisdiction,  the other  provisions of this Note will remain in full
force and effect.  Any provision of this Note held invalid or unenforceable only
in part or degree  will  remain in full  force and effect to the extent not held
invalid or unenforceable.

4.4 GOVERNING LAW

This Note will be governed by the laws of the State of New York  without  regard
to conflicts of laws principles.

4.5 ASSIGNMENT; PARTIES IN INTEREST

This Note shall bind Maker and its successors  and assigns.  This Note shall not
be assigned or transferred by Maker,  without the express prior written  consent
of Payee,  and this  Note  will  inure to the  benefit  of Payee and his  heirs,
estates, representatives, administrators, successors and assigns.

4.6 SECTION HEADINGS, CONSTRUCTION

The headings of Sections in this Note are provided for convenience only and will
not affect its  construction or  interpretation.  All references to "Section" or
"Sections"  refer to the  corresponding  Section or Sections of this Note unless
otherwise specified.

All words used in this Note will be  construed to be of such gender or number as
the  circumstances  require.  Unless  otherwise  expressly  provided,  the words
"hereof"  and  "hereunder"  and  similar  references  refer to this  Note in its
entirety  and not to any  specific  section or  subsection  hereof.

4.7 SAVINGS CLAUSE

If, at any time,  the rate of  interest  under  this Note shall be deemed by any
competent  court of law,  governmental  agency or tribunal to exceed the maximum
rate of interest  permitted by the laws of any  applicable  jurisdiction  or the
rules or regulations of any  appropriate  regulatory  authority or agency,  then
during  such  time as such rate of  interest  would be  deemed  excessive,  that
portion of each interest  payment  attributable to that portion of such interest
rate that exceeds the maximum  rate of interest so  permitted  shall be deemed a
voluntary  prepayment  of principal  or, if all  principal  has been paid,  that
portion of each interest  payment  attributable to that portion of such interest
rate that exceeds the maximum  rate of interest so  permitted  shall be promptly
refunded to Maker.

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4.8 WAIVER OF JURY TRIAL

MAKER AND PAYEE EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW,  ANY  RIGHT  IT MAY HAVE TO A TRIAL BY JURY IN  RESPECT  OF ANY  LITIGATION
DIRECTLY OR INDIRECTLY  ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS NOTE,
IT BEING AGREED THAT ALL SUCH TRIALS SHALL BE CONDUCTED SOLELY BY A JUDGE. MAKER
AND PAYEE EACH CERTIFY THAT NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF EITHER HAS
REPRESENTED,  EXPRESSLY OR OTHERWISE,  THAT THE OTHER WOULD NOT, IN THE EVENT OF
LITIGATION,  SEEK TO ENFORCE THE FOREGOING  WAIVERS.  MAKER AND PAYEE EACH agree
and  acknowledge  that  it  has  been  represented  by  independent  counsel  in
connection  with this NOTE or been  advised  that it  should be  represented  by
independent  counsel in connection with this NOTE. if MAKER OR PAYEE has decided
not to be represented by  independent  counsel in connection  with this NOTE, IT
irrevocably  and forever waives any and all defenses or rights arising out of or
related to said decision.

IN WITNESS  WHEREOF,  Maker has executed and delivered  this Note as of the date
first stated above.

                                    MEDSTRONG INTERNATIONAL CORPORATION


                                    By:
                                       -----------------------------------------
                                    Name:  Jerry R. Farrar
                                    Title: President and Chief Executive Officer


Accepted and Agreed to:


---------------------------
Payee

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