EXHIBIT 10.11

         The following  table sets forth those  subscribers to whom  convertible
promissory  notes were issued by Category 5  Technologies,  Inc. on November 21,
2001, and the principal  amounts of such notes.  All other material terms of the
convertible  promissory notes are identical,  as more  particularly set forth in
this Exhibit 10.11, the Form of Convertible Promissory Note.

              Investor                               Note Amount
              --------                               -----------

          CBP Talecom, LP                              $50,000
          DLK Limited Partnership                      $10,000
          O.T. Finance S.A.                            $50,000
          Andrew Worden                                $10,000
          Andrew Worden                                $10,000
          Saul Cohen                                    $2,500
          Hostetler Limited Partnership               $100,000
          JM Hull Associates, LP                      $100,000
          John F. Steinmetz                            $50,000
          DiBenedetto Limited Partnership              $50,000
          Ogham Holdings, LP                          $100,000
          Ronald Frank                                 $25,000
          Becker Limited Partnership                   $35,000
          WCAL Limited Partnership                      $2,500
          Wittenstein Limited Partnership              $25,000
          Nathanson Telecom Partners, LP              $100,000
          Theodore H. Swindells                       $100,000



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THIS  CONVERTIBLE  PROMISSORY  NOTE (THE "NOTE") AND THE SECURITIES  ISSUABLE ON
CONVERSION  HEREOF HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933
("1933 ACT") AND,  UNLESS SOLD  PURSUANT TO RULE 144 UNDER THE 1933 ACT, MAY NOT
BE SOLD,  OFFERED  FOR SALE,  PLEDGED OR  HYPOTHECATED  IN THE  ABSENCE OF (i) A
REGISTRATION  STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE 1933
ACT,  OR (ii) AN  OPINION  OF  COUNSEL  SATISFACTORY  TO THE  ISSUER  THAT  SUCH
REGISTRATION IS NOT REQUIRED WITH RESPECT TO THE PROPOSED SALE, TRANSFER, PLEDGE
OR HYPOTHECATION OF SUCH SECURITIES, OR (iii) A "NO ACTION" LETTER RECEIVED FROM
THE  SECURITIES  AND EXCHANGE  COMMISSION  WITH  RESPECT TO THE  PROPOSED  SALE,
TRANSFER, PLEDGE OR HYPOTHECATION.




                           CONVERTIBLE PROMISSORY NOTE



Amount:  $ __________                                 Date: November _____, 2001


         FOR VALUE RECEIVED, Category 5 Technologies, Inc., a Nevada
corporation, with its principal place of business at 4505 South Wasatch
Boulevard, Suite 370, Salt Lake City, Utah 84124 (the "Company"), hereby
promises to pay in lawful money of the United States to the order of __________,
or successors or assigns ("Lender") the principal sum of __________ Dollars
($________), together with interest on the unpaid principal balance hereof from
the date hereof until paid in full. This Note is issued pursuant to a Bridge
Loan Agreement of even date between the Company and Lender.

         1.     PAYMENTS OF PRINCIPAL AND INTEREST.
                -----------------------------------

         Company will pay this Note in full on or before November ____, 2002
("Due Date"), together with all accrued and unpaid interest. Interest on this
Note shall be compounded quarterly, at the rate of eight percent (8%) per annum.
Company will pay Lender, at Lender's address shown above, or at such other place
as Lender may designate in writing. Unless otherwise agreed or required by
applicable law, payments will be applied first to any unpaid collection costs
and late charges, then to accrued unpaid interest and then to principal.

         2.     EVENT OF DEFAULT.
                -----------------

         The occurrence of the following shall be deemed to be an event of
default (an "Event of Default") hereunder: (a) Company fails to pay when due any
sums payable hereunder; (b) Company files a voluntary petition in bankruptcy or
a petition or answer seeking liquidation, reorganization or an arrangement with
its creditors; (c) Company applies for, or consents to, the appointment of a
receiver, trustee or liquidator, admits in writing its inability to pay its


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debts or makes a general assignment for the benefit of its creditors; (d)
Company defaults in the performance under any term, covenant, condition, or
obligation contained herein; (e) Company fails to perform any other obligation
under this Note, or (f) the representations of the Company under this Note prove
to be untrue.

         3.     ACCELERATION AND LATE CHARGE.
                -----------------------------

         3.1 Upon the occurrence of an Event of Default and without further
notice to Company, all unpaid principal, plus all accrued interest and other
amounts due hereunder, shall become immediately due and payable.

         3.2 Any amount which is not paid when due hereunder shall thereafter,
in addition to the other amounts payable hereunder by reason thereof, bear
interest at a rate equal to eighteen percent (18%) per annum based on a three
hundred sixty (360) day year and actual days elapsed (or such lesser rate as is
the maximum rate permitted by applicable laws) commencing the date fifteen (15)
days after the due date until paid.

         4.     ATTORNEYS FEES.
                ---------------

         Should suit be brought to enforce, interpret or collect any part of
this Note, the Lender shall be entitled to recover, as an element of the costs
of suit and not as damages, reasonable attorneys' fees and all other costs of
enforcement and collection.

         5.     JURISDICTION.
                -------------

         This Note shall be construed and enforced in accordance with the
internal laws of the State of Utah, irrespective of its choice of law
principles. Except as set forth below, Lender and Company hereby agree that any
suit to enforce any provision of, or to collect, this Note shall be brought in
any state or federal court in the City and State of New York having
jurisdiction. Except as set forth below, each party hereby agrees that such
courts shall have exclusive in personam jurisdiction and venue with respect to
such party; and each party hereby submits to the exclusive in personam
jurisdiction and venue of such courts. In addition to the foregoing
jurisdiction, Lender, at its sole option, may commence any such suit in any
jurisdiction in which Company has a principal business office.

         6.     OBLIGATION UNCONDITIONAL.
                -------------------------

         No provision in this Note or any other agreement shall alter, impair or
render conditional the obligation of Company, which is absolute and
unconditional, to pay the principal of and interest on this Note at the place,
at the time, and in the currency herein prescribed.

         7.     CONVERSION.
                -----------

         7.1 Conversion Right and Obligation. Beginning 271 days after the date
of this Note and continuing until payment in full of all amounts due hereunder,
the Lender shall have the right, but not the obligation, to convert all, but not
less than all, of the principal amount of the Note and accrued interest thereon
(the "Note Value") into a number of shares (the "Conversion Shares") of Common

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Stock computed by dividing the Note Value by a per-share price equal to the
lesser of (i) the price per share of Common Stock sold in the next private
placement equity offering (if any) which is consummated after the date of this
Note and prior to the payment in full of this Note, or (ii) a per-share price of
$2.00

         7.2 No Fractional Shares. No fractional shares of the Company's Common
Stock will be issued upon conversion of this Note. In lieu of any fractional
share to which the Lender would otherwise be entitled upon conversion of this
Note, the Company shall pay to the Lender an amount in cash equal to the then
current fair market value of such fractional share, as determined in good faith
by the Company's board of directors.

         7.3 Mechanics and Effect of Conversion. Upon conversion, the Lender
shall (a) surrender this Note, duly endorsed, at the principal offices of the
Company, together with a written notice in substantially the form attached
hereto as Annex A (the "Conversion Notice"), to the Company of the Lender's
election to convert, and (b) execute a subscription agreement (the "Subscription
Agreement") with typical investor representations, including representations
required to establish Lender's status, or any assign, as an "Accredited
Investor," as defined in Rule 501 of Regulation D promulgated pursuant to the
1933 Act. At its expense, the Company will, as soon as practicable thereafter,
and in any event within ten (10) business days thereafter, issue and deliver to
Lender, a certificate or certificates for the number of shares of Common Stock
to which Lender is entitled upon such conversion (bearing the securities legend
set forth on this Note and any other legends that may be required by applicable
state or federal securities law in the opinion of legal counsel for Company),
together with any other securities or property to which the Lender is entitled
upon such conversion under the terms of this Note, including a check payable to
the order of the Lender for any cash amounts payable as provided above as a
result of the conversion of this Note into a fractional share. Upon such
conversion of the full amount due under this Note, the Company will be released
from all its obligations and liabilities under this Note.

         7.4 When Conversion Effected. A conversion of this Note shall be deemed
to have been effected immediately prior to the close of business on the business
day on which the Note and the Conversion Notice are delivered to the Company as
provided above, and at such time, the person in whose name any certificates for
shares of Common Stock shall be issuable upon conversion as provided herein
shall be deemed to be the record holder of such shares of the Common Stock as of
such date for all purposes.

         8. NO DILUTION OR IMPAIRMENT. The Company will not, by amendment of its
Articles of Incorporation or bylaws or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms of this Note, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate in order to protect the rights of the Lender against
dilution or other impairment. Without limiting the generality of the foregoing,
the Company (a) will not increase the par value of any shares of stock
receivable on the exercise of this Note above the amount payable therefor on
such exercise, (b) will at all times reserve and keep available a number of its
authorized shares of Common Stock or such other securities as may be issuable on
conversion of this Note (and on the conversion or exercise of such other

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securities), free from all preemptive rights thereon, which will be sufficient
to permit the full conversion of this Note, and (c) shall take all such action
as may be necessary or appropriate in order that said shares of Common Stock (or
such other securities) that may be issued pursuant to the conversion of this
Note will, upon issuance, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof.

         9. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to Lender that:

         9.1 Organization and Good Standing. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada and has all requisite corporate power and authority to carry on its
business as now conducted.

         9.2 Authorization. All corporate action on the part of the Company, its
officers, directors and shareholders necessary for the authorization, execution
and delivery of this Note, the performance of all obligations of the Company
hereunder, and the authorization, issuance (or reservation for issuance) and
delivery of the shares to be issued upon conversion of the Note has been taken.

         9.3 Valid Issuance of Stock. The Common Stock, when issued, sold and
delivered in accordance with terms of this Note, will be duly and validly
issued, fully paid and nonassessable.

         10. WAIVERS. The Company hereby waives presentment, notice of
non-payment, notice of dishonor, protest, demand and diligence.

         11. LOSS OR MUTILATION. On receipt by the Company of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Note and, in the case of any such loss, theft or destruction
of this Note, on delivery of an indemnity agreement reasonably satisfactory in
form and amount to the Company or, in the case of any such mutilation, on
surrender and cancellation of such Note, the Company at its expense will execute
and deliver, in lieu thereof, a new Note of like tenor.

         12. NO RIGHTS OR LIABILITY AS A STOCKHOLDER. This Note does not by
itself entitle the Lender to any voting rights or other rights as a stockholder
of the Company. In the absence of affirmative action by the Lender to purchase
Common Stock by conversion of this Note, no provisions hereof, and no
enumeration herein of the rights or privileges of the Lender shall cause the
Lender to be a stockholder of the Company.

         13. SPECIFIC PERFORMANCE. The Company recognizes and agrees that the
Lender will not have an adequate remedy if the Company fails to issue the Common
Stock upon conversion of this Note and that damages for such a failure will not
be readily ascertainable, and the Company expressly agrees that, in the event of
such failure, it shall not oppose an application by the Lender or any other
person entitled to the benefits of this Note requiring specific performance of
any and all provisions hereof relating to the issuance of securities of the
Company upon conversion of this Note or enjoining the Company from continuing to
commit any such breach of the terms hereof.

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<PAGE>

         14. NOTICES. All notices referred to in this Note shall be in writing
and shall be deliverable personally or by certified or registered mail, return
receipt requested, postage prepaid and will be deemed, to have been given when
so delivered or mailed (i) to the Company, at its principal executive offices
and (ii) to the Lender, at such address as appears in the records of the Company
(unless otherwise indicated by Lender).

         15. RIGHT TO PREPAY. The Company shall have the right to prepay this
Note without penalty at any time prior to the Due Date, provided that the
Company shall give at least 20 days notice of such prepayment, and provided
further that, during such notice period, the Lender shall have the unrestricted
right to convert this Note into Common Stock in accordance with Section 7
hereof, notwithstanding any time limitation or other provision to the contrary
contained in Section 7.

         16.    MISCELLANEOUS.
                --------------

         (a) The headings in this Note are for purposes of convenience in
reference only, and shall not be deemed to constitute a part hereof.

         (b) This Note shall be governed by and construed and enforced in
accordance with the internal laws of the State of Utah without reference to any
principles of conflicts of laws.

         (c) Company shall promptly pay all costs associated with the
preparation of this Note.

CATEGORY 5 TECHNOLOGIES, INC.


By __________________________


Its  ________________________


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<PAGE>


                                     Annex A
                                     -------



                           [FORM OF CONVERSION NOTICE]

       (To be executed upon conversion of the Convertible Promissory Note)


         The  undersigned  hereby  irrevocably  elects to  exercise  the  right,
represented by this  Convertible  Promissory  Note, to convert the entire unpaid
amount of $ ____________  outstanding  under the  Convertible  Promissory  Note,
together with late charges,  principal,  and interest as of the date hereof,  as
set forth in the  Convertible  Promissory  Note, into shares of Common Stock. In
lieu of any  fractional  shares  to which the  undersigned  would  otherwise  be
entitled upon conversion of the Convertible  Promissory Note,  please pay to the
undersigned  an amount in cash equal to the then  current  fair market  value of
such  fractional  shares,  pursuant to the terms of the  Convertible  Promissory
Note.

Dated: ________________________________

Signature: ____________________________



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