Secured Promissory Note

631,000.00 DATE: APRIL 16, 2004 -----------


SECURED PROMISSORY NOTE


FOR VALUE RECEIVED, the undersigned AESP, INC., a Florida corporation (the "MAKER") promises to pay to the order of BENDES INVESTMENT LTD (the "PAYEE") the principal sum of SIX HUNDRED THIRTY-ONE AND 00/100 DOLLARS ($631,000.00) together with interest thereon as set forth in this Secured Promissory Note (the "NOTE").


1. DEFINITIONS. All capitalized terms contained herein shall have the meaning ascribed to them in the Loan Agreement entered into between, among others, the Maker and the Payee, dated as of April 16, 2004 (the "LOAN AGREEMENT"), unless specifically provided otherwise in this Agreement.


2. PRINCIPAL. The full principal amount of this Note shall be due and payable on April 16, 2005, but if the date that such payment is due is not a business day, then payment shall be due on the next following business day. Without limiting the Maker's preceding obligation, proceeds net of expenses of all Equity Funding shall be used by the Maker towards the repayment of this Note within two (2) business days of Maker receiving such Equity Funding. All payments hereunder shall be made at the Payee's address set forth in the notice provision hereof or as otherwise may be designated by the Payee in writing in accordance with the notice provision.


3. REPAYMENT OF INTEREST. The full principal amount of this Note, outstanding from time to time, shall accrue interest at the rate of the Prime Rate (as defined below) plus eight percent (8%) per annum commencing on the date hereof. The accrued and unpaid interest under this Note shall be due and payable on a monthly basis. The first monthly interest payment shall be due on May 1, 2004, and each monthly interest payment thereafter shall be due and payable on the first day of each calendar month thereafter until the full principal and interest amount of this Note is paid in full, but if the date that a monthly interest payment is due is not a business day, then payment shall be due on the next following business day. All interest payments hereunder shall be made at the Payee's address set forth in the notice provision hereof or as otherwise may be designated by the Payee in writing in accordance with the notice provision. Upon on an event of default, as set forth in Section 9 below, and during the continuation thereof, through judgment, interest shall accrue at a rate of the Prime Rate plus twelve percent (12%). "PRIME RATE" shall mean, at any time, the rate of interest noted in the Wall Street Journal, Money Rates Section as the "Prime Rate" (currently defined as the base rate on corporate loans posted by at least 75% of the nation's thirty (30) largest banks), with the Prime Rate in effect on the first day of a month being applicable to the entire month. In the event that the Wall Street Journal quotes more than one rate, or a range of rates as the Prime Rate, then the Prime Rate shall mean the average of the quoted rates. In the event that the Wall Street Journal ceases to publish a Prime Rate, then the Prime Rate shall be the average of the three (3) largest U.S. money center commercial banks, as determined by Payee. All interest chargeable under this Agreement shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed.


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