Exhibit 10.2

                                 PROMISSORY NOTE
"$100,000.00"                                                  September 4, 2003


FOR VALUE RECEIVED, the undersigned, Hamilton Aerospace Technologies, Inc, of
6901 S. Park Avenue, Tucson Arizona 85706 promises to pay to the order of
Universal Lease and Finance Corporation, at 1555 E Flamingo Road Suite # 155,
Las Vegas NV 89119-5292 or such other place as the bolder may designate in
writing to The undersigned, the principal sum of One Hundred Thousand and 00/100
($100,000.00), together with interest thereon from date hereof until paid, at
single payment of principal and interest in the amount of One hundred Three
Thousand Five Hundred and 00/100 ($103,500.00) The entire principal amount shall
be repaid on September 09, 2003.


Payments shall be applied first to accrued interest and the balance to
principal.

All or any part of the atbresald principal sum maybe prepaid at anytime and from
time to time without penalty. Notwithstanding the foregoing, no such prepayment
may be made prior to September 08,2003.

In the event of any default by the undersigned in the payment of principal or
interest when due or in the event of the suspension of actual business,
insolvency, assignment for the benefit of creditors, adjudication of bankruptcy,
or appointment of a receiver, of or against the undersigned, the unpaid balance
of the principal sum of this promissory note shall at the option of the holder
become immediately due and payable and the amount then due shall accrue interest
until payment at the rate of eighteen percent (18%) per annum or the highest
rate permitted by law, whichever is less.

The maker and all other persons who may become liable for the payment hereof
severally waive demand, presentment, protest, notice of dishonor or nonpayment,
notice of protest, and any and a11 lack of diligence or delays in collection
which may occur, and expressly consent and agree to each and any extension or
postponement of time of payment hereof from time to time at or after maturity or
other indulgence, and waive all notice thereof.

In case suit or action is instituted to collect this note, or any portion hereof
the maker promises to pay such additional sum, as the court may adjudge
reasonable, attorneys' fee, in said proceedings.

<PAGE>


This note is made and excuted under, and is in all respects governed by, the
laws of the State of Arizona.


                                            Hamilton Aerospace Technologies,
                                            Inc.


                                            By:  /s/  John Sawyer
                                               --------------------------------
                                                      John Sawyer
                                                      President


<PAGE>


                               GUARANTY

     FOR VALUE RECEIVED, receipt of which is hereby acknowledged, and to induce
     Universal Lease and Finance Corporation (the "Promisee") to enter into the
     "Promisory Note" dated September 4, 2002 (the "Agreement") with Hamilton
     Aerospace Technologies, Inc. (the "Corporation"), executed and effective
     simultaneously with the execution and effectiveness of this Guaranty, John
     Sawyer (the "Guarantor"), hereby absolutely and unconditionally guarantees
     to the Promisee the performance by the Corporation of each and every
     covenant, agreement find obligation of the Corporation under the Agreement
     including, without limitation, the payment to the Promisee (or, if
     applicable, his executors, administrators or personal or legal
     representatives or estate or legatees) of all sums due under the Agreement
     at the time such sums shall be due and payable.

     The obligation of Guarantor under this Guaranty shall be a direct and
     primary obligation, and the Promisee shall not be required to exhaust any
     of the Promisee's rights or remedies against the Corporation or any
     Guarantor prior to making any demand on or invoking any of the Promises
     rights and remedies against a Guarantor. In furtherance of the foregoing,
     Promisee may proceed, at one time or successively and without notice to any
     Guarantor, against any Guarantor, or against any one or more of them. In
     any action brought by Promisee against a Guarantor under this Guaranty, no
     Guarantor shall be entitled to, and shall not, plead as a. defense that
     Promise. is not legally or equitably Insolvent or is dissolved or
     liquidated, and each Guarantor oonvenants and agrees to pay to the Promisee
     all costs and expenses (including attorney's fees) incurred by Promisee in
     any such action.

     This Guaranty and all rights, obligation and liabilities arising hereunder
     shall be construed and enforced in accordance with the laws of the Arizona.

     This Guaranty shall bind each Guarantor below and each Guarantor's
     respective successors and assigns, and shall inure to the benefit of
     Promisee and Promisee's executors, administrators, personal and legal
     representatives, estate and legatees.

     IN WITNESS WHEREOF, this Guaranty has been duly executed by the
     Guarantor(s) on September 4, 2003.



                                            /s/  John Sawyer
                                            -----------------------------
                                                 John Sawyer
                                                 President