**Exhibit 10.4**

**PROMISSORY NOTE**
|                              |           | **December 31, 2003**    |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------|--------------------------|
| **U.S. $2,194,124.00**                                                                                                                                                   |                                                        | **Carlsbad, California** |

FOR VALUE RECEIVED, the undersigned nSTOR TECHNOLOGIES, INC., a Delaware corporation with its principal place of business at 6190 Corte Del Cedro Road; Carlsbad, California, 92009 (hereinafter called “Maker”), hereby promises to pay to the order ofCenvill Recreation, Inc., a Delaware corporation, with its principal place of business at 100 Century Boulevard, West Palm Beach, Florida 33417 (hereinafter called “Payee”), at the address of Payee’s principal place of business stated above, or atsuch other place as the Payee may designate in writing, the sum of TWO MILLION ONE HUNDRED NINETY FOUR THOUSAND ONE HUNDRED TWENTY FOUR Dollars ($2,194,124.00) (the “Principal Amount”), plus interest on the outstanding balance of the Principal Amount atthe rate of eight percent (8%) per annum, from the date hereof until the date when said sum is paid in full in accordance with the terms hereof.  The entire Principal Amount plus all accrued interest thereon shall be due and payable in full on April 30,2004.

This Note amends and restates, as of the date hereof, three promissory notes, made in favor of Maker in the aggregate principal amount of TWO MILLION ONE HUNDRED THOUSAND Dollars ($2,100,000.00) listed on Exhibit A attached hereto (the “InitialNotes”).  The Principal Amount of this Promissory Note includes $94,124, representing the aggregate amount of interest accrued but unpaid under the Initial Notes through the date hereof.

It is expressly agreed that this Promissory Note evidences a TWO MILLION ONE HUNDRED NINETY FOUR THOUSAND ONE HUNDRED TWENTY FOUR Dollars ($2,194,124.00) revolving line of credit.  The Principal Amount which may be outstanding at any time under such line ofcredit shall not exceed TWO MILLION ONE HUNDRED NINETY FOUR THOUSAND ONE HUNDRED TWENTY FOUR Dollars ($2,194,124.00).  However, this limitation shall not be deemed to prohibit Payee from advancing any sum, which may, in Payee’s sole and exclusivediscretion, be necessary or desirable in order to protect and preserve the effect and enforceability of this Promissory Note.  Within the limits and subject to the terms and conditions hereof, the Maker may borrow, repay and re-borrow under the revolving line ofcredit evidenced by this Promissory Note and all shall be subject to the terms and conditions of this Promissory Note.

Upon the failure by Maker to pay interest in full on or before the date when due hereunder, the entire unpaid amount of this Note shall thereupon be immediately due and payable, and the Payee shall have all rights and remedies provided under this Note.

Maker shall have the right, in Maker’s discretion at any time, without payment of premium or penalty, to repay in whole or in part the unpaid balance of this Note.

This Note shall be governed by and construed under the laws of the State of Florida.  The exclusive venue for any litigation in connection with or arising out of this Note shall be Palm Beach County, Florida, and the Maker hereby consents and submits to thejurisdiction of the state and federal courts sitting in Palm Beach County, Florida.

MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE.

nSTOR TECHNOLOGIES, INC.

By: /s/ Thomas L. GruberName: Thomas L. GruberTitle:   Acting President, Chief Operating and           Financial Officer

EXHIBIT A (Initial Notes)

**             Date of InitialNote                                                               Principal Amount**

             December 30,2002                                                                      $560,000             April 23,2003                                                                                540,000             June 30,2003                                                                              1,000,000                       Total                                                                              $2,100,000