EXHIBIT 4.2

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.


                         8% Convertible Promissory Note

Amount: $500,000                                           Dated: March 25, 2003
                                                            Carlsbad, California

        nSTOR CORPORATION, INC. ("Company"), for value received, hereby promises
to pay on April 1, 2004,  10:00 a.m.,  local time  ("Maturity") to The Charlotte
Marden 1993 Trust or to the order or to such persons as the trust may  designate
from time to time  ("Holder")  in lawful money of the United  States of America,
upon Holder's  presentation and surrender of this 8% 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 eight  percent  (8%) per  annum,  payable  quarterly  on July 15,  2003,
October 15, 2003 and January 15, 2004, for interest accrued through the last day
of the month  preceding said payment.  This Note amends and restates,  as of the
date hereof,  a promissory  note dated June 7, 2001, made in favor of the holder
in the original  principal amount of Five Hundred  Thousand  Dollars  ($500,000)
(the  "Initial  Note").  The  principal  sum  of  this  Note  includes  $50,000,
representing  the  approximate  amount of interest  accrued but unpaid under the
Initial Note  through the date hereof.  Payment of this Note shall be subject to
conversion  as provided in Section 1 hereof and to the terms and  conditions  of
this Note.

        This  Note  is  secured  by  shares  of  common   stock  of   Stonehouse
Technologies,  Inc.  pursuant to that certain  Second Amended and Restated Stock
Pledge  Agreement of even date herewith  between the Company and the Holder (the
"Pledge  Agreement").  This Note is also  secured by certain  collateral  of the
Company  pursuant  to that  certain  Security  Agreement  of even date  herewith
between the Company and the Holder (the "Security Agreement").

        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,  provided that
the Company must provide Holder with at least ten (10) days prior written notice
of its  intention to prepay the Note to allow Holder an  opportunity  to convert
this Note pursuant to Section 1 below.

1. Conversion.

(a) Right to Convert.  Holder shall be entitled,  at any time prior to Maturity,
to convert  all or a portion of the then  outstanding  principal  amount of this
Note,  and/or any accrued and unpaid interest,  into shares of common stock, par
value $.05 per share,  of the Company (the "nStor Common  Stock") at a per share
conversion price of $0.30 per share ("nStor  Conversion  Price").  The number of
shares to be issued  upon such  conversion  (the  "Shares")  shall equal (x) the
principal  amount of this Note to be  converted  pursuant to this Section 1 plus
any accrued and unpaid  interest on such amount  through the Date of  Conversion
(as defined below) divided by (y) the nStor Conversion  Price. Any conversion of
all or part of the  principal  amount of this Note and/or any accrued but unpaid
interest shall not extinguish the Holder's  otherwise valid contractual right to
any remaining principal and any unpaid interest not so converted.

(b) Stock  Reclassifications;  Stock Splits,  Combinations and Dividends. If the
nStor Common Stock  issuable  upon the  conversion of this Note shall be changed
into the same or  different  number of shares of any class or  classes of stock,
whether by reclassification, stock split, stock dividend, or similar event, then
and in each such event,  the Holder,  shall have the right thereafter to convert
all or any  portion of this Note into the kind and amount of shares of stock and
other  securities  and property  receivable  upon such  capital  reorganization,
reclassification  or other change which Holder would have received had this Note
been   converted    immediately   prior   to   such   capital    reorganization,
reclassification or other change.

(c)  Capital  Reorganization,  Merger or Sale of Assets.  If at any time or from
time to time there shall be a capital  reorganization  of the nStor Common Stock
(other than a subdivision,  combination,  reclassification or exchange of shares
provided for in Section 1b. above) or a merger or  consolidation  of the Company
with or into another corporation, or the sale of all or substantially all of the
Company's  properties  and assets to any other  person,  or any  transaction  or
series of related  transactions  in which more than fifty  percent  (50%) of the
outstanding voting securities of the Company (on an as-converted  basis) is sold
or assigned (any of which events is herein  referred to as a  "Reorganization"),
then as a part of such  Reorganization,  provision  shall be made so that Holder
shall thereafter be entitled to receive upon conversion of this Note, the number
of shares of stock or other  securities  or property of the  Company,  or of the
successor corporation resulting from such Reorganization,  to which Holder would
have been  entitled  if the  Holder  had  converted  such  portion  of this Note
immediately  prior  to  such  Reorganization.  In  any  such  case,  appropriate
adjustment shall be made in the application of the provisions of this subsection
with respect to the rights of Holder after the  Reorganization,  to the end that
the provisions of this subsection  (including adjustment of the number of shares
issuable upon  conversion of this Note) shall be applicable  after that event in
as nearly equivalent a manner as may be practicable.

(d) Exercise of Conversion Right. In order to exercise the conversion  privilege
in Section 1a.  above,  Holder shall  deliver the attached  Notice of Conversion
(which must be fully  completed and executed)  during regular  business hours to
the Company at the office of the Company. Promptly upon receipt of the Notice of
Conversion,  Holder shall surrender for conversion this Note, accompanied by the
attached Assignment Form, unless the Shares are to be issued in the same name as
Holder. As promptly as practicable after the surrender of this Note, the Company
shall deliver or cause to be delivered to Holder, at the last address for Holder
appearing  on the records of the Company or to such other  address as may be set
forth by Holder in a Notice of Conversion,  a  certificate(s)  for the number of
fully  paid and  non-assessable  shares  or nStor  Common  Stock  issuable  upon
conversion of this Note.

(e)  Date of  Conversion.  Conversion  shall be  deemed  to have  been  effected
immediately  prior to the close of  business  on the date on which the Notice of
Conversion is received by the Company along with this  originally  executed Note
(the  "Date of  Conversion").  On the Date of  Conversion,  the rights of Holder
hereunder shall cease and the person(s) in whose name(s) any  certificate(s) for
shares  of  nStor   Common   Stock  shall  have  been  issued  upon   conversion
("Certificate  Holders")  shall be deemed to have become  Holder(s) of record of
the shares represented thereby. Notwithstanding,  if the stock transfer books of
the Company shall be closed on the Date of Conversion, Certificate Holders shall
be deemed to have become  shareholder(s) of record on the next succeeding day on
which the Company's stock transfer books are open.

(f) Legend.  Certificates  evidencing  the shares nStor Common Stock issued upon
conversion of this Note shall bear a legend (to the extent  applicable)  similar
to the legend on the face of this Note.

(g)  Fractional  Shares.  No  fractional  shares of nStor  Common Stock shall be
issued upon conversion of this Note. In the event that the principal  amount and
interest to be converted  would result in the issuance of a fractional  share of
nStor Common Stock,  such fractional  shares,  on an aggregate  basis,  shall be
disregarded  and the  number of  shares  of nStor  Common  Stock  issuable  upon
conversion  shall be, on an  aggregate  basis,  the next higher  number of whole
shares.

(h) Taxes. The issuance of a certificate(s) for the shares of nStor Common Stock
shall be made  without  charge to Holder for any  documentary  tax  (other  than
Federal or state taxes, if  appropriate),  expense or related cost in respect to
the issuance of such certificate(s).

(i) Partial Conversion.  Upon partial conversion of this Note, the Company shall
execute and deliver to Holder a substitute  Note  representing  the  outstanding
principal  amount of this Note not converted and  containing  substantially  the
same terms as this Note.

(j) Reservation of Common Stock. The Company shall at all times reserve and keep
available  out of its  authorized  but unissued  shares of nStor  Common  Stock,
solely for the purpose of effecting the conversion of this Note,  such number of
its shares of nStor Common Stock as shall from time to time be  sufficient or as
may be available to effect the conversion of the outstanding principal amount of
this Note,  and if at any time the number of authorized  but unissued  shares of
nStor Common Stock shall not be  sufficient  to effect the  conversion of all of
the then  outstanding  principal  amount of this Note, the Company shall use its
best efforts to take such action as may be necessary to increase its  authorized
but  unissued  shares of nStor Common Stock to such number of shares as shall be
sufficient for such purposes.

2. 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.

3.  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 5 of this
Note, all amounts received shall be applied in such order as Holder, in its sole
discretion, may elect.

4. 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.

5.  Subordination.  Indebtedness  evidenced by this Note shall be subordinate in
interest,  and in right of payment as to principal and accrued interest,  to the
payment of all indebtedness owed to AeroFund Financial or any successor thereof,
whether or not secured,  including,  without  limitation all indebtedness  under
Agreements for Purchase of Accounts.

6.  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,  the Security  Agreement
and the Pledge Agreement.

        Holder  acknowledges  that  notwithstanding  the amounts owned under the
Initial Note were not being paid on the maturity  date of the Initial  Note,  no
Event of Default has  occurred  with  respect to the Initial  Note.  Holder also
acknowledges  by  receipt  of this Note that it shall no longer  hold a security
interest in the accounts receivable and inventory of the Company.

7.  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.

8. 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

(c) The Holder has no right to demand that the Company register this Note.

9. 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.

10. 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.

11.  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.

12. 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.

13.  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.

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

15.  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 25th
day of March, 2003.

                      [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                            NSTOR CORPORATION, INC.,
                                            a Delaware corporation


                                            By: /s/ Thomas L. Gruber
                                            ------------------------
                                            Name: Thomas L. Gruber
                                            Title: VP Finance


                              NOTICE OF CONVERSION

To:     nSTOR TECHNOLOGIES, INC.


The undersigned, Holder of the attached Note issued to The Charlotte Marden 1993
Trust, hereby exercises the option to convert the principal amount of this Note,
or portion  thereof,  and/or any  accrued  and unpaid  interest  thereon,  below
designated,  for shares of the Common Stock of  _________________  in accordance
with the terms of the attached Note. The shares deliverable upon this conversion
(and any Note representing any nonconverted amount hereof),  shall be issued and
delivered to ________________.


Dated: __________, 200_
                                     HOLDER


                                     -----------------------------



                                     Principal amount to be converted
                                     $______________

                                     Accrued but unpaid interest to
                                     be converted $____________

                                     Conversion Price (if and as adjusted)
                                     $_______ per share

                                     Number of shares of Common Stock to
                                     be issued ______________


                                   ASSIGNMENT

        To be executed by the registered  holder to effect a permitted  transfer
of the within Note. Capitalized terms have the same meanings ascribed to them in
the within Note.


FOR VALUE RECEIVED __________________________ ("Assignor") hereby sells, assigns
and transfers this Note unto

______________________________("Assignee")
(Name)


(Address)



, and does  irrevocably  constitute  and  appoint  _____________________________
attorney to transfer the said right on the books of said  corporation  with full
power of substitution in the premises.



Date:                                 Assignor:
       -----------------------


                                       By:
                                      Its:


                                      Signature:
                                                ----------------------------