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                                                                   EXHIBIT 10.11


                            Secured Promissory Note


$76,153.46                                                          July 1, 1995

        FOR VALUE RECEIVED, William R. Stow, III, an individual, and Naoma J.
Stow, an individual, husband and wife (the "Makers") jointly and individually
hereby promise to pay, at the time and in the manner set forth below, to the
order of StarBase Corporation, a Delaware corporation (the "Lender"), having its
principal place of business at 18872 MacArthur Blvd., Suite 300, Irvine,
California, 92715 the principal amount of Seventy Six Thousand One Hundred Fifty
Three dollars and Forty-Six cents ($76,153.46). Interest shall accrue from the
date of this Secured Note on the unpaid balance of such principal amount at the
rate of Six and Thirty-Four One Hundredths percent (6.34%) per annum, compounded
annually. The principal amount of the Secured Note, together with all accrued
and unpaid interest hereunder, shall be due and payable in full by the Makers on
or before November 4, 1998 in accordance with the payment provisions described
in Section 1 below.

        1. Payments. All payments made in accordance with this Secured Note in
respect of principal or interest are to be made in United States dollars at the
address of the Lender specified above, or at such other location as the Lender
may designate from time to time by written notice to the Makers. If any payment
of principal or interest on this Secured Note shall become due on a day which is
not a Business Day (as hereinafter defined), such payment shall be made on the
next succeeding Business Day and such extension of time shall in such case be
included in computing interest in connection with such payment. A "Business Day"
shall mean any day other than a Saturday or Sunday or a day on which commercial
banking institutions in the City of Newport Beach, California are authorized by
law to be closed.

        2. Acceleration. The entire unpaid principal amount of this Secured
Note, together with accrued and unpaid interest thereon, shall become
immediately due and payable if the Makers or either of them shall make an
assignment for the benefit of creditors, or shall file a voluntary petition in
bankruptcy, or shall be adjudicated as bankrupt or insolvent, or shall file any
petition or answer seeking for themselves any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
present or future statute, law or regulation, or shall file any answer admitting
or not contesting the material allegations of a petition filed against Makers in
any such proceeding, or shall seek or consent to or acquiesce in the appointment
of any custodian, trustee, receiver or liquidator for all or any substantial
part of the assets of Makers'.

        3. Security Interest. As security for the payment and performance of the
obligations of the Makers hereunder, the Makers hereby grant to Lender a
continuing security interest in all of the Makers' right, title and interest in
the Makers' residence


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located at 6514 Via Baron, Rancho Palos Verdes, California, 90274 (hereinafter
referred to as the "Collateral"), subject to the terms of that certain Deed of
Trust attached hereto as Exhibit "A," which Residence is also subject to that
certain Deed of Trust dated April 11, 1988, executed by the Makers and recorded
April 29, 1988 as Document No.88 589179 in the official records of Los Angeles
County, California (the "First Deed of Trust"), that certain Deed of Trust dated
May 6, 1988, executed by the Makers and recorded July 15, 1988 as Document No.88
1111630 in the official records of Los Angeles County, California (the "Second
Deed of Trust"); and that certain Deed of Trust dated May 6, 1988, executed by
the Makers and recorded July 15, 1988 as Document No. 88 1111631 in the official
records of Los Angeles County, California (the "Third Deed of Trust"; the First
Deed of Trust, the Second Deed of Trust and the Third Deed of Trust are
collectively referred to herein as the "Prior Deeds of Trust"). The Makers shall
remain personally liable for payment of this Note and the assets of Makers, in
addition to the Collateral, may be applied to the satisfaction of Makers'
obligations hereunder. In connection with the grant of the security interest,
the Makers represent, covenant and agree as follows;

        (a) The Makers have full right, title and interest in and to the
Collateral, free from any liens, encumbrances or security interest except as set
forth in the Prior Deeds of Trust;

        (b) The Makers shall execute, acknowledge and deliver and cause to be
reported or filed in the manner and places required by law any document or
instrument, and shall take all other actions that may be reasonably requested by
Lender to perfect and protect Lenders continuing security interest in the
Collateral, including, but not limited to, executing Deed of Trust attached
hereto as Exhibits "A".

        (c) The Makers shall properly maintain and care for the Collateral,
refrain from further encumbering or disposing of any of the Collateral, and take
any and all actions necessary or appropriate to preserve and defend their title
to the Collateral and the validity of the security interests created hereby.

        4. Default. In the event the unpaid principal amount of this Secured
Note and accrued and unpaid interest thereon becomes due and payable pursuant to
the provisions of Sections 1 and/or 2 hereof, and the Makers fail to make such
payment on the date such amount becomes due (an "Event of Default"), Lender
shall be entitled, without notice or demand and without limiting Lender's other
rights and remedies, to all the rights and remedies of a secured party under
California law.

        5. Computation of Interest. Interest on this Secured Note shall be
computed on a rate per annum based on a year of 365 days and for the actual
number of days (including the first but excluding the last day) elapsed.


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        6. Miscellaneous Provisions.

               (a) The Makers shall reimburse the reasonable fees and expenses
of Lender incurred in connection with the negotiation, execution, delivery and
performance of this Secured Note and related documents.

               (b) The Makers reserve the right at any time to prepay all or any
portion of the unpaid principal amount of this Secured Note together with
accrued and unpaid interest thereon without penalty. Prepayments shall first be
applied to accrued and unpaid interest and the remainder to unpaid principal.

               (c) This Secured Note shall inure to the benefit of and be
binding upon the respective successors and assigns of the Makers and the Lender;
provided, however, this Secured Note may not be assigned without Lender's prior
written consent. Nothing in this Secured Note, express or implied, is intended
to confer upon any party other than such parties or their respective successors
and assigns any rights, remedies, obligations, or liabilities under or by reason
of this Secured Note, except as expressly provided in this Secured Note.

               (d) This Secured Note shall be a full recourse note. If any
action is instituted to collect or otherwise enforce the provisions of this
Secured Note, the undersigned agrees to pay all costs and expenses, including
attorneys' fees, incurred by Lender. The Makers hereby waive demand for payment,
notice, presentment, protest, notice of dishonor and all other notices or
demands relative to this Secured Note.

                (e) This Secured Note shall be construed in accordance with the
laws of the State of California. If one or more provisions of this Secured Note
are held to be unenforceable under applicable law, such provision shall be
excluded from this Secured Note and the balance of this Secured Note shall be
interpreted as if such provision were so excluded, and the remainder of this
Secured Not shall be enforceable in accordance with it terms. No right, power or
remedy conferred by this Secured Note upon any holder hereof shall be exclusive
of any other right, power or remedy referred to herein or now or hereafter
available at law, in equity, by statute or otherwise. This Secured Note may only
be amended with the written consent of the parties hereto, and no oral waiver or
amendment shall be effective under any circumstances whatsoever. The failure of
Lender in any instance to exercise its rights hereunder shall not constitute a
waiver of any other rights that may subsequently arise under the provisions of
this Secured Note or any other agreement between the Makers and Lender. No
waiver of any breach or condition of this Secured Note shall be deemed to be a
waiver of any other or subsequent breach or condition, whether of like or
different nature.

               (f) Any claim or litigation arising from this Secured Note shall
be instituted in the Superior Court of the State of California for the County of
Orange, and


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the parties hereby stipulate and confer venue and jurisdiction over them for the
purpose of resolving any disputes under this Secured Note to that court.

               (g) This Secured Note, including Exhibit "A", and the other
documents executed pursuant thereto contain the entire agreement and
understanding between the Makers and Lender relating to the subject matter
hereof and thereof and supersede any prior agreements and understandings
relating to the subject matter hereof and thereof.

               (h) This Secured Note is executed to evidence and include certain
existing indebtedness due Lender from the Makers under that certain Promissory
Notes dated July 1, 1994, and November 4, 1994, which notes upon the execution
of this Secured Note shall be canceled and shall no longer be of any force or
effect.


                                        By: /s/ WILLIAM R. STOW
                                            ----------------------------------
                                            William R. Stow, III


                                        By: /s/ NAOMA J. STOW
                                            ----------------------------------
                                            Naoma J. Stow


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