Exhibit 10.5

                                 PROMISSORY NOTE

                                                                    May 18, 2002

U.S. $500,000.00                                           San Diego, California

FOR VALUE  RECEIVED,  the  undersigned  nSTOR  TECHNOLOGIES,  INC.,  a  Delaware
corporation  with its  principal  place of business at 10140 Mesa Rim Road,  San
Diego, California, 92121 (hereinafter called "Maker"), hereby promises to pay to
the order of Hilcoast Development Corp., a Delaware corporation, with a business
address 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 at such other place as the Payee may designate in writing,  the sum of
FIVE  HUNDRED  THOUSAND AND  00/100ths  U.S.  Dollars  (U.S.  $500,000.00)  (the
"Principal  Amount"),  plus interest on the outstanding balance of the Principal
Amount at the 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 December 31, 2002.

It is  expressly  agreed that this  Promissory  Note  evidences  a FIVE  HUNDRED
THOUSAND AND 00/100ths U.S. Dollars (U.S. $500,000.00) revolving line of credit.
The  Principal  Amount which may be  outstanding  at any time under such line of
credit shall not exceed FIVE HUNDRED  THOUSAND AND 00/100ths U.S.  Dollars (U.S.
$500,000.00).  However,  this  limitation  shall not be deemed to prohibit Payee
from advancing any sum, which may, in Payee's sole and exclusive discretion,  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 of credit  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.


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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 the jurisdiction 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. Gruber
       -------------------------------------
Name:  Thomas L. Gruber
Title: Acting President, Chief Operating and
       Financial Officer