SUBSCRIPTION AGREEMENT

        This SUBSCRIPTION  AGREEMENT,  (this  "Agreement") is entered into as of
April ___, 2001 between nSTOR  TECHNOLOGIES,  INC., a Delaware  corporation (the
"Company"), and WRS ADVISORS III, LLC (the "Investor").

                                    RECITALS

        The Investor  desires,  upon the terms and  conditions set forth in this
Agreement,  to purchase shares of the Company's Series I Preferred  Stock,  $.01
par value per share (the "Preferred Stock"), which is convertible into shares of
the Company's common stock,  $.05 par value per share (the "Common Stock"),  and
has such other powers,  preferences  and rights set forth in the  Certificate of
Designation  attached  hereto as  Exhibit  A,.  The  Shares of  Preferred  Stock
purchased by the Investor  hereunder are sometimes referred to as the "Preferred
Shares".  The shares of Common Stock  issuable upon  conversion of the Preferred
Shares or otherwise  pursuant to the  Certificate of  Designation  are sometimes
referred to as the "Common  Shares".  The Preferred Shares and the Common Shares
are sometimes collectively referred to as the "Securities".

                               TERMS OF AGREEMENT

        In  consideration  of the  premises and the mutual  covenants  contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby  acknowledged,  the Company and the  Investor  hereby  agree as
follows:

     1. Sale and Purchase of Shares.

     (1) Subject to the prior approval of the Company's Board of Directors,  the
Company  agrees to issue to the  Investor,  and the Investor  agrees to purchase
from the Company,  on the terms and  conditions  set forth in this  Subscription
Agreement (the "Agreement"), 250 Preferred Shares.

     (2) The Company shall issue the Preferred Shares in  consideration  of, and
against  payment  by,  the  Investor  of  Two  Hundred  Fifty  Thousand  Dollars
($250,000.00).

     (3) The  closing  shall  take  place  at such  time  and  place as shall be
mutually agreed to by the parties.

     2. Certain Representations of the Investor.

               The Investor hereby  represents and warrants to the Company,  its
officers and directors, as follows:

     (1) The Investor is a Delaware limited liability company.
                                                            -

     (2) The Investor has carefully read and understands  this Agreement and has
consulted  its  own  attorney  or  accountant  with  respect  to the  investment
contemplated hereby and its suitability for the Investor.

     (3) The Company  has made  available  to the  Investor,  or its  designated
representatives, during the course of this transaction and prior to the purchase
of any of the securities referred to herein, the opportunity to ask questions of
and receive  answers from the officers and  directors of the Company  concerning
the terms and conditions of the offering or otherwise  relating to the financial
data and business of the Company, to the extent that the Company or its officers
and directors  possess such  information or can acquire it without  unreasonable
effort or expense.  The  Company has also made  available  to the  Investor  for
inspection,  documents,  records,  books and other written information about the
Company,  its business and this  investment  at the office of the Company at 100
Century Blvd., West Palm Beach, FL 33417.

     (4) The Investor  understands  and  represents  that: (i) the Investor must
bear the  economic  risk of this  investment  for an  indefinite  period of time
because the  Securities  have not been  registered  under the  Securities Act of
1933,  as amended  (the "1933  Act"),  or under any state  securities  laws and,
therefore,  cannot be resold unless they are  subsequently  registered under the
1933 Act and the pertinent  state  securities  laws or unless an exemption  from
such  registration is available;  (ii) the Investor is purchasing the Securities
for  investment for its own account and not for the account of any other person,
and not with any present  view  toward  resale or other  "distribution"  thereof
within the meaning of the 1933 Act; and (iii) the Investor  agrees not to resell
or otherwise  dispose of all or any part of the Securities,  except as permitted
by law, including, without limitation, any and all applicable provisions of this
Agreement and any regulations under the 1933 Act.

     (5) The  Investor  has such  knowledge  and  experience  in  financial  and
business  matters  that it is capable of  evaluating  the merits and risks of an
investment in the Securities.  The Investor  represents,  warrants and covenants
that he is an "Accredited  Investor"  within the meaning of Rule 501 of the 1933
Act. In  particular,  the  Investor  qualifies as such  pursuant to  Subsections
(a)(2) or (8) of Rule 501,  which  provides  that an Accredited  Investor  shall
include:

               (a)    any ... (limited  liability  company),  not formed for the
                      specific purpose of acquiring the securities offered, with
                      total assets in excess of $5,000,000; or

               (b)    any  entity  in  which  all  of  the  equity   owners  are
                      accredited investors.

     (6) The Investor is aware that an  investment  in the  Securities is highly
speculative and subject to substantial risks. The Investor is capable of bearing
the high degree of economic risk and burdens of this  investment,  including the
possibility of a complete loss of its investment and the lack of a public market
and  limited  transferability  of the  Preferred  Shares,  which  may  make  the
liquidation of this investment  impossible for an indefinite period of time. The
financial  condition  of the  Investor  is such that he is under no  present  or
contemplated  future  need to dispose of any of the  Securities  to satisfy  any
existing or contemplated undertaking, need or indebtedness.

     (7)  All  of  the  information  that  either  Investor  has  set  forth  or
represented  in this  Agreement,  with  respect to its  financial  position  and
business  and  investment  experience  is correct and complete as of the date of
this Agreement and, if there should be any material  change in such  information
prior to the purchase of Preferred Shares, the Investor will immediately furnish
the revised or corrected information to the Company.

     (8) The  Investor  agrees  that he  shall  be  bound  by all of the  terms,
conditions,  duties and  obligations of this  Agreement  insofar as such matters
affect the Company and/or the Investor.

     3. Restricted Stock and Legend.

     (1) The Investor  acknowledges  that the Preferred Shares offered hereunder
are being offered pursuant to a private placement  exemption under the 1933 Act,
and that the Preferred Shares are deemed  "restricted  securities" as defined in
the 1933 Act. Until the Preferred Shares offered  hereunder or the Common Shares
issuable upon the  conversion,  as the case may be, become  registered  with the
Securities  and Exchange  Commission,  each  certificate  representing  any such
security shall bear a legend in substantially the following form:

               THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
               REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE
               "ACT"),  OR UNDER ANY STATE  SECURITIES LAWS, AND THE COMPANY HAS
               RELIED UPON AN EXEMPTION TO THE  REGISTRATION  REQUIREMENT  UNDER
               THE ACT  FOR  THE  SALE  OF THE  SECURITIES  REPRESENTED  BY THIS
               CERTIFICATE TO ITS HOLDER.  THEREFORE, THE SECURITIES REPRESENTED
               BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND MAY NOT BE SOLD
               OR TRANSFERRED TO ANY THIRD PARTY WITHOUT EITHER BEING REGISTERED
               UNDER THE ACT OR AN OPINION OF COUNSEL  ACCEPTABLE TO THE COMPANY
               THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

     (2) Prior to any  transfer or  attempted  transfer of any of the  Preferred
Shares  issued  hereunder  or the Common  Shares  issuable  upon the  conversion
thereof,  as the case may be, or any interest  therein,  the Investor shall give
the Company  written notice of its intention to make such  transfer,  describing
the manner of the intended transfer and the proposed transferee.  Promptly after
receiving  such written  notice,  the Company  shall present  copies  thereof to
counsel for the Company and to any special  counsel  designated by such Investor
or by such  holder.  If in the  opinion  of each of such  counsel  the  proposed
transfer  may be  effected  without  registration  of the  Securities  under the
applicable  federal or state  securities  laws, as promptly as practicable,  the
Company shall notify the Investor of such  opinions,  whereupon  the  Securities
proposed to be transferred  shall be transferred in accordance with the terms of
said notice. The Company shall not be required to effect any such transfer prior
to the receipt of such favorable opinion(s);  provided, however, the Company may
waive the requirement  that Investor  obtain an opinion of counsel,  in its sole
and absolute discretion.  As a condition to such favorable opinion,  counsel for
the  Company  may require an  investment  letter to be executed by the  proposed
transferee.

     4. No Assignment.

               This  Agreement is neither  transferable  nor  assignable  by the
Investor without the prior written consent of the Company.

     5. General.

     (1) This  Agreement  shall be binding upon the Investor and the Company and
their respective representatives, successors, and permitted assigns;

     (2)  This  Agreement  shall  be  enforced,  governed  by and  construed  in
accordance  with the laws of the State of Florida  applicable to the  agreements
made and to be performed  entirely  within such state,  without giving effect to
rules  governing  the conflict of laws.  In the event that any provision of this
Agreement is invalid or  unenforceable  under any applicable  statute or rule of
law, then such provision  shall be deemed  inoperative to the extent that it may
conflict  therewith and shall be deemed modified to conform with such statute or
rule of law. Any provision hereof which may prove invalid or unenforceable under
any law shall not affect the validity or  enforceability  of any other provision
hereof.

     (3) All covenants,  agreements,  representations and warranties made herein
or otherwise  made in writing by any party  pursuant  hereto  shall  survive the
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions contemplated hereby;

     (4) This  Agreement  may be executed in two or more  counterparts,  each of
which shall be deemed an original but all of which shall  constitute one and the
same agreement.  This Agreement,  once executed by a party,  may be delivered to
the other party hereto by telephone  line  facsimile  transmission  of a copy of
this Agreement bearing the signature of the party so delivering this Agreement.

     (5) Notices required or permitted to be given hereunder shall be in writing
and shall be deemed to be sufficiently  given when personally  delivered or when
sent by registered mail, return receipt requested,  addressed if to the Company,
at nStor Technologies, Inc., 100 Century Blvd., West Palm Beach, FL 33417, Attn:
Jack  Jaiven,  and if to the  Investor,  at the address set forth under its name
below,  or at such other address as each such party furnishes by notice given in
accordance  with this Section  5(e),  and shall be  effective,  when  personally
delivered,  upon receipt, and when so sent by certified mail, four business days
after deposit with the United States Postal Service.

     (6)  Failure  of any  party to  exercise  any right or  remedy  under  this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

     (7) This  Agreement  constitutes  the entire  agreement  among the  parties
hereto with respect to the subject  matter  hereof.  There are no  restrictions,
promises, warranties or undertakings,  other than those set forth or referred to
herein. This Agreement  supersedes all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof.

     (8) All  pronouns  and  any  variations  thereof  refer  to the  masculine,
feminine or neuter, singular or plural, as the context may require.

     (9) The headings in the Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.

        IN WITNESS  WHEREOF,  the undersigned have executed this Agreement as of
the day and year first written above.

nSTOR TECHNOLOGIES, INC.                    WRS ADVISORS III, LLC
a Delaware corporation                      a Delaware limited liability company


By: /s/ Jack Jaiven                         By:  /s/ Willliam L Mack
   _____________________                       ______________________
    Jack Jaiven                             Name Willian L. Mack
    Vice President                          Title:___________________
                                            Address:_________________
                                            Telephone:_______________
                                            Facsimile:_______________



                                    EXHIBIT A

                       Form of Certificate of Designation