NSTOR TECHNOLOGIES INC
EXHIBIT 10.2 - 500,000 PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>exhibit10-2.txt
<DESCRIPTION>EXHIBIT 10.2 - 500,000 PROMISSORY NOTE
<TEXT>
                                                                    EXHIBIT 10.2

THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"),  NOR UNDER ANY STATE  SECURITIES LAW AND MAY NOT BE PLEDGED,  SOLD,
ASSIGNED OR TRANSFERRED UNTIL (i) A REGISTRATION  STATEMENT WITH RESPECT THERETO
IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE  STATE  SECURITIES LAW OR (ii) THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THIS NOTE, WHICH COUNSEL
IS SATISFACTORY TO THE COMPANY, THAT THE NOTE MAY BE PLEDGED,  SOLD, ASSIGNED OR
TRANSFERRED  WITHOUT  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE  ACT OR
APPLICABLE STATE SECURITIES LAW.


                               10% Promissory Note

Amount: $500,000                                          Dated: January 6, 2003
                                                           San Diego, California

        nSTOR  TECHNOLOGIES,   INC.  ("Company"),  for  value  received,  hereby
promises to pay on March 6, 2003, 10:00 a.m., local time ("Maturity") to Bernard
Marden or to his order or to such persons as he may designate  from time to time
("Holder")  in lawful money of the United  States of America,  upon the Holder's
presentation  and  surrender  of  this  10 %  Promissory  Note  ("Note")  at the
principal office of the Company:  (i) the principal sum of Five Hundred Thousand
Dollars  ($500,000)  and (ii) interest on the amount  outstanding at the rate of
ten percent (10 %) per annum.

        This Note  evidences  a  commitment  by the Holder to advance the sum of
Five Hundred Thousand Dollars ($500,000) to the Company.  It is expressly agreed
that the  Company  may borrow  this  amount in two (2)  installments.  The first
installment shall be in the amount of Three Hundred Thousand Dollars  ($300,000)
(the "First  Installment"),  which amount has been  advanced by the Holder as of
the date hereof. If requested by the Company, the second installment shall be in
the  amount  of  Two  Hundred   Thousand   Dollars   ($200,000)   (the   "Second
Installment").  In consideration for advancing the First Installment, the Holder
shall receive a warrant to purchase 60,000 shares of the Company's common stock,
par value $.05 per share (the "Common  Stock"),  in the form attached  hereto as
Exhibit A. In the event the  Company  borrows  the Second  Installment  from the
Holder,  the Holder  shall  receive a warrant to purchase an  additional  40,000
shares of the Common Stock under the same terms and conditions as Exhibit A.

        This  Note  is  secured  by  shares  of  common   stock  of   Stonehouse
Technologies,  Inc. pursuant to that certain Stock Pledge Agreement of even date
herewith between the Company and the Holder.

        At the  option of the  Company,  any  payment  by the  Company  required
hereunder  may be made by check mailed to the Holder at the last address for the
Holder  appearing  on the records of the Company.  This Note may be prepaid,  in
whole or part without penalty, at any time after the date hereof.

1. No  Avoidance.  The Company  shall not, by  amendment of its  Certificate  of
Incorporation or through any reorganization,  transfer of assets, consolidation,
merger,  dissolution,  issuance  or sale of  securities  or any other  voluntary
action,  nor  shall  the  Holder,  by any  action,  avoid or seek to  avoid  the
performance of any of the provisions of this Note.

2.  Application  of Payments.  All payments  received  shall be applied first to
charges other than interest and  principal,  if any,  owing  hereunder,  then to
accrued interest then due, then to principal,  except that, after the occurrence
and during the continuation of an Event of Default pursuant to Section 4 of this
Note, all amounts received shall be applied in such order as Holder, in its sole
discretion, may elect.

3. No Waiver.  The acceptance by Holder of any payment under this Note after the
date that such  payment  is due  shall not  constitute  a waiver of the right to
require prompt payment when due of future or succeeding payments or to declare a
default as herein  provided for any failure to so pay. The  acceptance by Holder
of the payment of a portion of any installment at any time that such installment
is due and payable in its  entirety  shall  neither  cure nor excuse the default
caused  by the  failure  to pay the  whole of such  installment  and  shall  not
constitute  a waiver of Holder's  right to require  full payment when due of all
future or succeeding installments.

4.  Events of  Default.  In the event  that the  Company:  (i) fails to make any
payment of  principal  or interest  hereunder  when due and such  default  shall
continue for thirty (30) days after written notice thereof has been delivered to
the Company;  (ii) files a petition or is subject to proceedings  for protection
under any bankruptcy,  receivership,  reorganization  or insolvency  laws; (iii)
makes a general  assignment  of all or  substantially  all of its assets for the
benefit of its  creditors;  (iv) has a trustee  or  receiver  appointed  for the
Company,  its assets or a substantial  portion of its assets; (v) is adjudicated
by a court of competent  jurisdiction to be insolvent or bankrupt; or (vi) fails
to  observe  any of the  covenants  or  agreements  on the  part of the  Company
contained in this Note  continuing  (without being waived or cured) for a period
of thirty (30) days after receipt from Holder of written  notice of such failure
(unless the issue of whether such  failure has been cured is being  contested in
good faith by the  Company);  then the  Holder  may,  by  written  notice to the
Company, declare the outstanding principal amount of this Note to be immediately
due and payable,  whereupon the outstanding  principal  amount hereof along with
any accrued but unpaid  interest shall become and be immediately due and payable
without presentment,  demand, protest or notice of any kind and the Holder shall
have all  rights and  remedies  provided  under  this Note and the Stock  Pledge
Agreement.

        In the event  that the  Company  has not repaid  this Note by  Maturity,
effective  on the date of  Maturity,  it  shall  issue to  Holder a  warrant  to
purchase shares of the Common Stock (the "Warrant Shares"), under the same terms
and conditions as Exhibit A. If Holder has not advanced the Second  Installment,
the number of Warrant  Shares  shall equal  15,000;  if Holder has  advanced the
Second  Installment,  the number of Warrant  Shares shall be 25,000.  Commencing
April 6, 2003 and on the sixth day each month  thereafter,  if the  Company  has
still not repaid  this Note,  the Company  shall  issue to Holder an  additional
warrant  to  purchase  Warrant  Shares  equal to  15,000  shares  if the  Second
Installment has not been advanced or 25,000 shares if the Second Installment has
been advanced, until this Note has been repaid in full.

5.  Transferability.  This Note has not been registered under the Securities Act
of 1933, as amended (the "Act"),  nor under any state securities law and may not
be pledged,  sold,  assigned or transferred until a registration  statement with
respect thereto is effective under the Act and any applicable  state  securities
law, or the Company receives an opinion of counsel to the Holder,  which counsel
is satisfactory to the Company, that the Note may be pledged,  sold, assigned or
transferred  without  an  effective  registration  statement  under  the  Act or
applicable state securities law.

6.  Registration.

               a. The Holder, by his acceptance of this Note,  acknowledges that
        he is aware that this Note has not been registered  under the Securities
        Act of 1933, as amended ("Act"),  or the securities laws of any state or
        other jurisdiction.

               b. The Holder  warrants and represents to the Company that he has
        acquired this Note for investment and not with a view to, or for sale in
        connection  with, any distribution of this Note or with any intention of
        distributing or selling this Note.

7. Severability.  In case any provision of this Note is held invalid, illegal or
unenforceable by a court of competent jurisdiction,  the validity,  legality and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

8. Choice of Law; Venue and Jurisdiction;  Legal Proceedings. This Note shall be
governed by and construed in  accordance  with the laws of the State of Florida,
without  reference to choice of law principles,  and the sole  jurisdiction  and
venue for any claim,  suit, or proceeding  brought in connection  with this Note
shall be Palm Beach County,  Florida.  In any suit, action or proceeding arising
out of or in connection  with this Note, the prevailing  party shall be entitled
to an award of the reasonable attorneys' fees and disbursements incurred by such
party in connection therewith.

9.  Business  Day. If any interest  payment date or the Maturity date under this
Note shall not be a business day in the State of California, payment may be made
on the next  succeeding  day that is a business day in the State of  California,
and shall be deemed  hereunder as made on such interest payment date or maturity
date, notwithstanding any other provisions contained in this Note.

10. Notices. Unless otherwise provided herein, all demands,  notices,  consents,
requests  and other  communications  hereunder  shall be in writing and shall be
deemed to have been  given  when  delivered  in  person or mailed  first  class,
postage-paid,  addressed (i) if to the Company, to the Company's business office
in the State of California,  and (ii) if to the Holder,  at the last address for
the Holder listed on the records of the Company.

11.  Modification.  This Note represents the entire understanding of the parties
hereto  relating to the subject matter hereof,  and supersedes any and all other
prior  agreements  between the parties.  The terms and  provisions  of this Note
cannot be modified or amended  orally or by course of dealing or conduct,  or in
any  other  manner,  except  in a  writing  signed  by the  party  against  whom
enforcement is sought.

12.  Binding  Effect.  This Note shall be binding on and inure to the benefit of
the respective parties hereto and their successors and assigns.

13.  Compliance With Law. It is the  responsibility of the Holder to ensure that
all payments  received by the Holder comply with all tax,  securities  and other
applicable laws,  rules, and regulations of all applicable  authorities,  and to
provide the Company with any written  consents or other documents  necessary for
compliance with such laws, rules and regulations.

        IN WITNESS WHEREOF, the Company has caused this Note to be signed by its
authorized officer and its corporate seal to be affixed hereto, as of this 6 day
of January 2003.


                                            nSTOR TECHNOLOGIES, INC.,
                                            a Delaware corporation


                                            By:  /s/ Thomas L. Gruber
                                            Its: Executive Vice President, and
                                                 Chief Financial Officer

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</DOCUMENT>
