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EXHIBIT 10.20 - PROMISSORY NOTE DATED FEBRUARY 15, 2002 MADE BY THE
                REGISTRANT IN FAVOR OF MERCATOR MOMENTUM FUND, LP

PROMISSORY NOTE

	FOR VALUE RECEIVED, CONECTISYS CORP., a Colorado corporation
	(hereinafter called "Borrower"), hereby promises to pay to MERCATOR
	MOMENTUM FUND, LP., 1801 Century Park East, Suite 1235, Los
	Angeles, CA 90067(the "Holder") or order, without demand, the sum
	of Three Hundred Forty Thousand Dollars ($340,000.00), with simple
	interest accruing at the annual rate of 18%, on May 15, 2002 (the
	"Maturity Date").

The following terms shall apply to this Note:

ARTICLE I

DEFAULT RELATED PROVISIONS

1.1	Interest Rate.   Subject to the Holder's right to convert, interest
payable on this Note shall accrue at the annual rate of eighteen percent
(18%) and be payable on the Maturity Date, accelerated or otherwise, when
the principal and accrued interest shall be due and payable, or sooner as
described below.

         ARTICLE II

EVENT OF DEFAULT

The occurrence of any of the following events of default ("Event of
Default") shall, at the option of the Holder hereof, make all sums of
principal and interest then remaining unpaid hereon and all other amounts
payable hereunder immediately due and payable, all without demand,
presentment or notice, or grace period, all of which hereby are expressly
waived, except as set forth below:

2.1	Failure to Pay Principal or Interest.  The Borrower fails to pay
the principal or interest hereon on the due dates, $100,000 on or before
April 1,  2002 and the remaining $300,000 on or before May  15, 2002.
Failure to make the scheduled April 1, 2002 payment shall result in an
immediate Default causing the total amount of $375,000 to be immediately
due and owing.

2.2	Breach of Covenant.  The Borrower breaches any material covenant or
other term or condition of this Note in any material respect and such
breach, if subject to cure, continues for a period of seven (7) days after
written notice to the Borrower from the Holder.

2.3	Breach of Representations and Warranties.  Any material
representation or warranty of the Borrower made herein, in the Subscription
Agreement entered into by the Holder and Borrower in connection with this
Note, or in any agreement, statement or certificate given in writing
pursuant hereto or in connection therewith shall be false or misleading in
any material respect.

2.4	Receiver or Trustee.  The Borrower shall make an assignment for the
benefit of creditors, or apply for or consent to the appointment of a
receiver or trustee for it or for a substantial part of its property or
business; or such a receiver or trustee shall otherwise be appointed.

2.5	Judgments.  Any money judgment, writ or similar final process shall
be entered or filed against Borrower or any of its property or other assets
for more than $500,000, and shall remain unvacated, unbonded or unstayed
for a period of forty-five (45) days.

2.6	Bankruptcy.  Bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings or relief under any bankruptcy law or any
law for the relief of debtors shall be instituted by or against the
Borrower and if instituted against Borrower are not dismissed within 45
days of initiation.

2.7	Delisting.  Delisting of the Common Stock from the Principal Market
or such other principal exchange on which the Common Stock is listed for
trading; Borrower's failure to comply with the conditions for listing; or
notification from the Principal Market that the Borrower is not in
compliance with the conditions for such continued listing.

2.8	Stop Trade.  An SEC stop trade order or Principal Market trading
suspension.

ARTICLE III

	MISCELLANEOUS

3.1	Failure or Indulgence Not Waiver.  No failure or delay on the part
of Holder hereof in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise
of any such power, right or privilege preclude other or further exercise
thereof or of any other right, power or privilege.  All rights and remedies
existing hereunder are cumulative to, and not exclusive of, any rights or
remedies otherwise available.

3.2	Notices.  Any notice herein required or permitted to be given shall
be in writing and may be personally served or sent by fax transmission
(with copy sent by regular, certified or registered mail or by overnight
courier).  For the purposes hereof, the address and fax number of the
Holder is as set forth on the first page hereof.  The address and fax
number of the Borrower shall be Conectisys Corp., 24307 Magic Mountain
Parkway, Suite 41, Valencia, CA 91355, telecopier number: (661) 295-5981.
Both Holder and Borrower may change the address and fax number for service
by service of notice to the other as herein provided.  Notice of Conversion
shall be deemed given when made to the Company pursuant to the Subscription
Agreement.

3.3	Amendment Provision.  The term "Note" and all reference thereto, as
used throughout this instrument, shall mean this instrument as originally
executed, or if later amended or supplemented, then as so amended or
supplemented.

3.4	Assignability.  This Note shall be binding upon the Borrower and
its successors and assigns, and shall inure to the benefit of the Holder
and its successors and assigns, and may be assigned by the Holder.

3.5	Cost of Collection.  If default is made in the payment of this
Note, Borrower shall pay the Holder hereof reasonable costs of collection,
including reasonable attorneys' fees.

3.6	Governing Law.  This Note shall be governed by and construed in
accordance with the laws of the State of California.  Any action brought by
either party against the other concerning the transactions contemplated by
this Agreement shall be brought only in the state courts of California or
in the federal courts located in the Central District of California.  Both
parties and the individual signing this Agreement on behalf of the Borrower
agree to submit to the jurisdiction of such courts.  The prevailing party
shall be entitled to recover from the other party its reasonable attorney's
fees and costs.

3.7	Maximum Payments.  Nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum permitted by applicable law.  In the event that the
rate of interest required to be paid or other charges hereunder exceed the
maximum permitted by such law, any payments in excess of such maximum shall
be credited against amounts owed by the Borrower to the Holder and thus
refunded to the Borrower.

3.8	Prepayment.  This Note may be paid prior to the Maturity Date
without the consent of the Holder in accordance with Schedule A attached
hereto.

3.9	Security Interest.  The holder of this Note has been granted a
security interest in common stock of the Company more fully described in a
Security Agreement.

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name
by its Chief Executive Officer on this 15th day of February 2002.

CONECTISYS CORP.

By:/s/ Robert A. Spigno
   Robert A. Spigno, CEO

WITNESS:


/s/ Marcia Casspi
Marcia Casspi