Exhibit 4.11

                                 PROMISSORY NOTE

US$220,000.00                                                as of July 20, 2001
                                                     Mount Arlington, New Jersey

      FOR VALUE RECEIVED, the undersigned, REINHARD SCHMIDT (the "Obligor"),
residing at 55 Troy Drive, Short Hills, New Jersey 07078, promises to pay to the
order of EP MEDSYSTEMS, INC., a New Jersey corporation (the "Company"), in
lawful money of the United States of America and in immediately available funds,
at its office located at 100 Stierli Court, Suite 107, Mount Arlington, New
Jersey 07856 (or such other place as the Company may designate by written notice
to the Obligor from time to time), the principal amount of TWO HUNDRED TWENTY
THOUSAND AND 00/100 DOLLARS (US$220,000.00), payable upon the earlier to occur
of (a) the Termination of Employment (as defined below) of the Obligor, or (b)
July 20, 2003.

      1. Rate of Interest. The principal amount outstanding under this Note will
not bear interest unless and until an Event of Default (as defined below) occurs
hereunder, at which time interest will begin to accrue at the rate of five
percent (5%) per annum (the "Default Rate"). The Default Rate shall continue to
apply whether or not judgment shall be entered on this Note.

      2. Security. This Note evidences amounts due from the Obligor to the
Company as of the date hereof for the purchase by the Obligor from the Company
of 100,000 shares of common stock, no par value, $.001 stated value per share,
of the Company and a Warrant to purchase an additional 100,000 shares of such
common stock. Payment of this Note is secured by the Collateral as defined in
the Stock Pledge Agreement, dated as of even date herewith, executed by the
Obligor in favor of the Company (the "Pledge Agreement").

      3. Allocation of Payments; Prepayments. All payments made in respect of
this Note shall first be allocated to accrued but unpaid interest and then to
unpaid principal. The outstanding principal amount of this Note may be prepaid,
without premium, penalty or discount, in whole or in part, at any time and from
time to time. Amounts prepaid hereunder are not available to be re-borrowed.

      4. Acceleration Upon Default. The entire unpaid principal amount of this
Note shall be immediately due and payable without written demand, upon the
occurrence of any one or more of the following events (each, an "Event of
Default"):

            (a) Failure to Make Payment. The Obligor shall fail to make any
payment of principal hereunder on the date any such payment is due and payable;

            (b) Termination of Employment. The occurrence of the Termination of
Employment of the Obligor. For purposes hereof, "Termination of Employment"
shall mean the


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effective date of termination or non-renewal of the Employment Agreement, dated
even date herewith, between the Obligor and the Company (the "Employment
Agreement"), for any reason or no reason at all;

            (c) Death or Disability of the Obligor. The death or Permanent
Disability (as defined in the Employment Agreement) of the Obligor;

            (d) Bankruptcy, etc. of the Obligor. (i) The Obligor shall
voluntarily commence, or there shall be commenced against the Obligor, any case,
proceeding or other action under any existing or future law of any jurisdiction,
domestic or foreign, relating to bankruptcy, insolvency, reorganization, relief
of debtors or the like, or (ii) the Obligor shall generally not be able to, or
shall expressly admit in writing his inability to, pay his debts as they become
due;

            (e) Breach of Representations and Warranties. Any representation or
warranty contained herein or in the Pledge Agreement shall be false or
misleading in any material respect; or

            (f) Breach of Agreements. The Obligor shall commit a material breach
of any of the terms of the Pledge Agreement, the Employment Agreement, the
Restricted Stock Purchase Agreement, dated even date herewith, or any other
agreement between the Obligor and the Company, and shall not cure any such
breach within any applicable notice or cure period provided thereunder.

      5. Cancellation of Indebtedness. Notwithstanding anything contained herein
to the contrary (including, without limitation, Section 4(b) above), if the
Termination of Employment of the Obligor occurs during the time periods
specified below, all or a portion of the principal amount owed by the Obligor to
the Company hereunder shall be canceled, as follows:

--------------------------------------------------------------------------------
If the Termination of Employment Occurs:   Percentage of Principal Amount
                                           Canceled:
--------------------------------------------------------------------------------
End of 1st quarter year 1 from Date of     0%
Employment
--------------------------------------------------------------------------------
End of 2nd quarter year 1 from Date of     12.5%
Employment
--------------------------------------------------------------------------------
End of 3rd quarter year 1 from Date of     25%
Employment
--------------------------------------------------------------------------------
End of 4th quarter year 1 from Date of     37.5%
Employment
--------------------------------------------------------------------------------
End of 1st quarter year 2 from Date of     50%
Employment
--------------------------------------------------------------------------------
End of 2nd quarter year 2 from Date of     62.5%
Employment
--------------------------------------------------------------------------------
End of 3rd quarter year 2 from Date of     75%
Employment
--------------------------------------------------------------------------------
End of 4th quarter year 2 from Date of     87.5%
Employment
--------------------------------------------------------------------------------
After 4th quarter of year 2 from Date of   100%
Employment
--------------------------------------------------------------------------------


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<PAGE>

      If no Termination of Employment has occurred on or prior to August 20,
2003, the entire principal amount owed by the Obligor to the Company hereunder
shall be cancelled.

      Upon cancellation of all or a portion of the principal amount owed by the
Obligor to the Company hereunder, the Obligor shall have no further obligation
or liability to the Company with respect to payment of such principal amount.

      4. Costs and Expenses; No Set-Off by the Obligor; Set-Off by the Company.

            (a) Costs and Expenses. The Obligor agrees to pay all costs and
expenses (including, without limitation, reasonable attorneys' fees) incurred or
payable by the Company in enforcing this Note including, without limitation,
respecting the collection of any and all amounts payable under this Note.

            (b) No Set-Off by the Obligor. The Obligor acknowledges that his
obligations to make payments hereunder are absolute and unconditional, and
agrees that such payments shall not be requested to be, and shall not be,
subject to any defense, set-off or counterclaim of any kind or nature, or any
other action similar to the foregoing, provided that nothing contained herein
shall preclude any separate proceeding by the Obligor against the Company so
long as such proceeding does not in any manner relate to or otherwise impair the
payment or the collection of any amounts due hereunder in accordance with the
terms of this Note.

            (c) Set-off by the Company. The Company shall have the absolute
right to apply and set-off any and all amounts payable by the Company to the
Obligor, whether pursuant to any written agreement or otherwise, against any and
all amounts payable by the Obligor to the Company under this Note or that the
Obligor may otherwise owe or be obligated to pay or reimburse to the Company.

      5. Miscellaneous.

            (a) Rights and Remedies. The Company shall have all rights and
remedies provided for by any law of any kind (including all forms of legal and
equitable relief) with respect to any acceleration or any other breach or
default hereunder and the Company shall in addition have any other rights and
remedies provided for in this Note and the Pledge Agreement. All rights and
remedies contemplated in the preceding sentence shall be independent and
cumulative, and may, to the extent permitted by law, be exercised concurrently
or separately, and the exercise of any one right or remedy shall not be deemed
to be an election of such right or remedy or to preclude or waive the exercise
of any other right or remedy.

            (b) Severability. If any provision of this Note or the application
thereof to any person(s) or circumstance(s) shall be invalid or unenforceable to
any extent, (i) the remainder of this Note and the application of such provision
to other persons or circumstance(s) shall not be affected thereby; and (ii) each
such provision shall, as to such person or circumstances as to which it is not
enforceable in full, be enforced to the greatest extent permitted by law.

            (c) Amendments; No Waiver; Successors and Assigns. No amendment,
modification, rescission, waiver, forbearance or release of any provision of
this Note shall be valid or binding unless made in writing and executed by the
Obligor and a duly authorized


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<PAGE>

representative of the Company. No consent or waiver, express or implied, by the
Company to or of any breach by the Obligor in the performance by him of any of
his obligations hereunder shall be deemed or construed to be a consent to or
waiver of the breach in the performance of the same or any other obligation of
the Obligor hereunder. Failure on the part of the Company to complain of any act
or failure to act by the Obligor or to declare the Obligor in breach
irrespective of how long such failure continues, shall not constitute a waiver
by the Company of any of its rights hereunder. All consents and waivers shall be
in writing. All of the terms, covenants and conditions contained in this Note
shall be binding upon and inure to the benefit of the parties hereto and their
respective legal representatives, personal representatives, estates, successors
and assigns, provided that the Obligor may not assign this Note or assign or
delegate any of his obligations hereunder to any other person or entity without
the prior written consent of the Company and any such attempted assignment or
delegation without such consent shall be void.

            (d) Governing Law; Waiver of Jury Trial; Jurisdiction; Notices. This
Note, including the performance and enforceability hereof, shall be governed by
and construed in accordance with the laws of the State of New Jersey, without
regard to the principles of choice of law thereof. The Obligor waives any right
to trial by jury. For the purpose of this Note and any controversy arising
hereunder, the Obligor expressly and irrevocably submits and consents in advance
to the exclusive jurisdiction of the courts located in the State of New Jersey
and waives any objection (on the grounds of lack of jurisdiction or forum non
conveniens, or otherwise) to the exercise of such jurisdiction over him by any
such court located in the State of New Jersey. Any notice, demand or other
written document in connection with this Note shall be in writing signed by the
party giving such notice and delivered in the manner set forth in the Pledge
Agreement.

      IN WITNESS WHEREOF, the undersigned has executed and delivered this Note
as of the day and year first above written.

WITNESS:                                             OBLIGOR:


s/                                                   s/ Reinhard Schmidt
                                                     Reinhard Schmidt


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