Renewal Promissory Note Dated 8-15-2003

Exhibit 10.25


EX-10.25 Renewal Promissory Note dated as of August 15, 2003


RENEWAL PROMISSORY NOTE


$1,900,000.00
Executed on board the vessel "Palm Breeze Express"
outside the State of Florida
as of August 15, 2003


FOR VALUE RECEIVED, the undersigned, AESP, INC., a Florida corporation, (the "Maker"), promises to pay to the order of COMMERCEBANK, N.A. and assigns (collectively "Lender"), the principal sum of the lesser of (i) One Million Nine Hundred Thousand and 00/100 DOLLARS ($1,900,000) on the terms set forth herein, or (ii) the amount actually advanced to the Maker and outstanding in accordance with the terms of the Line of Credit described in that certain loan agreement (the "Loan Agreement"), dated September 23, 1999 between Maker and the Lender, as it may be amended, supplemented, modified or restated from time to time, plus interest on the unpaid principal balance on the terms set forth herein.


All defined terms used herein shall have the meanings assigned in the Loan Agreement except to the extent such terms are defined or limited herein.


This renewal promissory note (this "Note") renews the outstanding principal amount of that certain renewal promissory note (the "Fourth Renewal Note") in the original principal amount of $1,900,000, from Borrower to Lender, dated January 17, 2003, and is not intended to be a novation of the obligations evidenced by the Fourth Renewal Note.


Principal and interest shall be payable, as follows:


From the date of this Note through September 30, 2003, interest shall be due on the outstanding principal amount of this Note at a floating rate equal to the Wall Street Journal Prime Rate (hereinafter defined) plus four percent (4%) (the "Initial Note Rate"). Beginning on October 1, 2003 and continuing until December 1, 2003 (the "Maturity Date"), interest shall be due on the outstanding principal amount of this Note at a floating rate equal to the Wall Street Journal Prime Rate (hereinafter defined) plus six percent (6%) (the "Final Note Rate"). The Initial Note Rate and the Final Note Rate shall hereinafter be collectively referred to as the "Note Rate". The Note Rate shall be a floating rate and shall initially be set as of the date of this promissory note and shall be adjusted daily based on changes to the Wall Street Journal Prime Rate as of such date. All changes in the Note Rate shall be effective as of the date of change in the Wall Street Journal Prime Rate. Interest shall be payable on the twentieth (20th) day of each consecutive calendar month prior to the Maturity Date (hereinafter defined), commencing August 20, 2003. All remaining unpaid principal and interest due thereon and all other amounts owing under this Note and the Loan Documents (hereinafter defined), shall be due and payable in full in no event later than the Maturity Date. "Wall Street Journal Prime Rate" shall mean the prime rate as reported in the money rate column of the "Wall Street Journal" on the date of determination. Interest shall be computed on the basis of a 360 day year for the actual number of days in the applicable period.


Prepayments shall be made and shall be applied as described in the Loan Agreement. Maker may prepay the principal amount outstanding hereunder without penalty.


All installments of principal and/or interest are payable at the offices of CommerceBank, 220 Alhambra Circle, Coral Gables, FL 33134, or at such other place as Lender hereof may, from time to time, designate in writing, in lawful money of the United States of America, which shall be in legal tender for public and private debts at the time of payment.


Maker may prepay this Note at any time without penalty.


If default is made in the payment of any part of the principal of or interest due under the terms of this Note or upon an Event of Default under the Loan Agreement (and such default is not cured after notice thereof, if required under the applicable ...