Renewal Promissory Note

EXHIBIT 10.2

RENEWAL PROMISSORY NOTE

$1,900,000.00

Nassau, New Providence Island, Bahamas
as of January 17, 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.

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 "Third Renewal Note") in the original principal amount of $4,000,000, from Borrower to Lender, dated September 21, 2001, and is not intended to be a novation of the obligations evidenced by the Original Note.

Principal and interest shall be payable, as follows:

From the date of this Note until April 23, 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 two percent (2%) (the "Initial Note Rate"). Beginning on April 24, 2003 and continuing until July 22, 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 three percent (3%) (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 February 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. Notwithstanding the foregoing, in the event the principal


amount due under this Note is permanently reduced to $1,400,000, or less, as of March 31, 2003, and Borrower is not in default under any of the "Loan Documents", as that term is defined in the Fourth Amendment to the Loan Agreement, dated January 17, 2003, the Note Rate shall be equal to the Wall Street Journal Prime Rate plus one-half of one percent (.5%).

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 E ...