Promissory Note

Exhibit 10.1 Promissory Note executed by the Company in favor of Chao Jui Hsia, dated as of November 22, 2004, in the original principal amount of $1,493,400.00.
$1,493,400.00 (U.S. Dollars) Date: November 22, 2004

PROMISSORY NOTE

FOR VALUE RECEIVED , the undersigned AESP, INC. , a Florida corporation (the " Maker" ) promises to pay to the order of Chao Jui Hsia (the " Payee" ) the principal sum of ONE MILLION FOUR HUNDRED NINETY THREE THOUSAND FOUR HUNDRED AND 00/100 DOLLARS ($1,493,400.00) together with interest thereon as set forth in this Promissory Note (the " Note" ).

1. Principal. The full principal amount of this Note shall be due and payable on December 31, 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. All payments hereunder shall he 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.

2. Repayment of Interest. The full principal amount of this Note, outstanding from time to time, shall accrue interest at the rate of six percent (6%) per annum commencing on November l, 2004. 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 December 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 an event of default, as set forth in Section 7 below, and during the continuation thereof; through judgment, interest shall accrue at a rate of nine percent (9%). All interest chargeable under this Agreement shall be computed on the basis of a three hundred sixty (360) day year for actual days elapsed.

3. Security. For the purpose of securing prompt and complete payment and performance by the Maker of the obligations under this Note, the Maker hereby grants to the Payee a continuing second priority security interest in and to, lien upon, the following property of the Maker: (1) all goods of the Maker, including without limitation, machinery, equipment, furniture, furnishings, fixtures, parts, supplies and motor vehicles of every kind and description, now or hereafter owned by the Maker or in which the Maker may have or may hereafter acquire any interest, and all replacements, additions and proceeds thereof, arising from the sale or disposition thereof, and where applicable, the proceeds of insurance involving any of the foregoing; and (2) all inventory of the Maker, including, but not limited to, all goods, merchandise, parts, supplies, finished products, other tangible personal property, including such inventory as is temporarily out of Maker' s custody or possession and including any returns upon any accounts or other proceeds, including insurance proceeds, resulting from the sales or disposition of any of the foregoing. At the end of each month, so long as this Note remains

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outstanding, the Maker will maintain a minimum inventory value of $1,400,000, as computed in accordance with generally accepted accounting standards. Payee has the right, upon two weeks notice to the Maker, to conduct an audit to ensure ...