EXHIBIT 10.1
                                 PROMISSORY NOTE


                                                                   June 30, 2003
U.S. $2,806,744.00                                          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 of Hilcoast  Development  Corp., 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 at such other place as the Payee may  designate  in
writing,  the sum of TWO MILLION EIGHT HUNDRED SIX THOUSAND  SEVEN HUNDRED FORTY
FOUR Dollars  ($2,806,744.00)  (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, 2003.

This Note amends and restates,  as of the date hereof,  five  promissory  notes,
made in favor of Maker in the  aggregate  principal  amount of TWO  MILLION  SIX
HUNDRED  THOUSAND  Dollars  ($2,600,000.00)  listed on Exhibit A attached hereto
(the "Initial  Notes").  The Principal  Amount of this  Promissory Note includes
$206,744, 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 EIGHT
HUNDRED SIX THOUSAND SEVEN HUNDRED FORTY FOUR Dollars ($2,806,744.00)  revolving
line of credit.  The Principal Amount which may be outstanding at any time under
such line of credit  shall not exceed TWO MILLION  EIGHT  HUNDRED  SIX  THOUSAND
SEVEN HUNDRED FORTY FOUR Dollars ($2,806,744.00). 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.

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


                            EXHIBIT A (Initial Notes)



        Date of Initial Note                                Principal Amount
        -------------------                                 ----------------
        April 30, 2002                                              $750,000
        May 18, 2002                                                 500,000
        June 14, 2002                                                750,000
        July 3, 2002                                                 500,000
        December 12, 2002                                            100,000
                                                             ---------------
               Total                                              $2,600,000