Exhibit 10.1


ALL INDEBTEDNESS EVIDENCED HEREBY AND REFERENCED HEREIN IS SUB-
ORDINATED IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN FULL OF ALL 
INDEBTEDNESS OWED TO FINOVA CAPITAL CORPORATION.


PROMISSORY NOTE


U.S.  $500,000.00                              March 15, 1999
                                               Lawrence, New York


FOR VALUE RECEIVED, the undersigned nSTOR TECHNOLOGIES, INC., a
Delaware corporation with its principal place of business at 450
Technology Park, Lake Mary, Florida 32746 (hereinafter called
"Maker"), hereby promises to pay to the order of Maurice Halperin,
an individual resident of the State of Florida, with a business
address at Suite 225, 2500 Military Trail North, Boca Raton,
Florida 33431 (hereinafter called "Payee"), at the address of
Payee's principal place of business stated above, or at such other
place as the Payee may designate in writing, the sum of FIVE
HUNDRED THOUSAND AND 00/100ths U.S. Dollars (U.S. $500,000.00) (the
"Principal Amount"), plus interest on the outstanding balance of
the Principal Amount at the rate of ten percent (10%) per annum,
payable monthly, from the date hereof until the date when said sum
is paid in full in accordance with the terms hereof.  The entire
Principal Amount plus all accrued interest thereon shall be due and
payable in full on June 15, 1999.

Upon the failure by Maker to pay the Principal Amount plus all
accrued interest thereon in full on or before the date when due
hereunder, the entire unpaid amount of this Note shall thereupon be
immediately due and payable, and the Payee shall have all rights
and remedies provided under this Note.

Maker shall have the right, in Maker's discretion at any time,
without payment of premium or penalty, to prepay in whole or in
part the unpaid balance of this Note.

This Note shall be governed by and construed under the laws of the
State of Florida.  The exclusive venue for any litigation in
connection with or arising out of this Note shall be Palm Beach
County, Florida, and the Maker hereby consents and submits to the
jurisdiction of the state and federal courts sitting in Palm Beach
County, Florida.


MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
NOTE.


nSTOR TECHNOLOGIES, INC.


      /s/ Michael L. Wise
By:________________________
Name:  Michael L. Wise
Title:    Vice President



Exhibit 10.2


ALL INDEBTEDNESS EVIDENCED HEREBY AND REFERENCED HEREIN IS SUB-
ORDINATED IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN FULL OF ALL 
INDEBTEDNESS OWED TO FINOVA CAPITAL CORPORATION.


PROMISSORY NOTE


U.S.  $1,000,000.00                            March 1, 1999
                                               Lawrence, New York

FOR VALUE RECEIVED, the undersigned nSTOR TECHNOLOGIES, INC., a
Delaware corporation with its principal place of business at 450
Technology Park, Lake Mary, Florida 32746 (hereinafter called
"Maker"), hereby promises to pay to the order of H. Irwin Levy, an
individual resident of the State of Florida, with a business
address at 100 Century Boulevard, West Palm Beach, Florida 33417
(hereinafter called "Payee"), at the address of Payee's principal
place of business stated above, or at such other place as the Payee
may designate in writing, the sum of ONE MILLION AND 00/100ths U.S.
Dollars (U.S. $1,000,000.00) (the "Principal Amount"), plus
interest on the outstanding balance of the Principal Amount at the
rate of ten percent (10%) per annum, payable monthly, from the date
hereof until the date when said sum is paid in full in accordance
with the terms hereof.  The entire Principal Amount plus all
accrued interest thereon shall be due and payable in full on May
31, 1999.

It is expressly agreed that this Promissory Note evidences a ONE
MILLION and 00/100ths U.S. Dollars (U.S.$1,000,000.00) revolving
line of credit.  The Principal Amount which may be outstanding at
any time under such line of credit shall not exceed ONE MILLION and
00/100ths U.S. Dollars (U.S.$1,000,000.00).  However, this
limitation shall not be deemed to prohibit Payee from advancing any
sum which may, in Payee's sole and exclusive discretion, be
necessary or desirable in order to protect and preserve the effect
and enforceability of this Promissory Note.  Within the limits and
subject to the terms and conditions hereof, the Maker may borrow,
repay and reborrow under the revolving line of credit evidenced by
this Promissory Note and all shall be subject to the terms and
conditions of this Promissory Note.  

Upon the failure by Maker to pay the Principal Amount plus all
accrued interest thereon in full on or before the date when due
hereunder, the entire unpaid amount of this Note shall thereupon be
immediately due and payable, and the Payee shall have all rights
and remedies provided under this Note.

Maker shall have the right, in Maker's discretion at any time,
without payment of premium or penalty, to prepay in whole or in
part the unpaid balance of this Note.

This Note shall be governed by and construed under the laws of the
State of Florida.  The exclusive venue for any litigation in
connection with or arising out of this Note shall be Palm Beach
County, Florida, and the Maker hereby consents and submits to the
jurisdiction of the state and federal courts sitting in Palm Beach
County, Florida.


MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
NOTE.


nSTOR TECHNOLOGIES, INC.


      /s/ Michael L. Wise
By:________________________
Name:  Michael L. Wise
Title:    Vice President




EXHIBIT 10.3


ALL INDEBTEDNESS EVIDENCED HEREBY AND REFERENCED HEREIN IS
SUBORDINATED IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN FULL OF
ALL INDEBTEDNESS OWED TO FINOVA CAPITAL CORPORATION.

FORM OF

PROMISSORY NOTE


U.S. $__________                      January 29, 1999
                                      Lawrence, New York


     FOR VALUE RECEIVED, the undersigned nSTOR TECHNOLOGIES, INC.,
a Delaware corporation with its principal place of business at 450
Technology Park, Lake Mary, Florida 32746 (hereinafter called
"Maker"), hereby promises to pay to the order of _________________,
an individual resident of the State of _________, with an address
at _______________________________________________   (hereinafter
called "Payee"), at the address of Payee's principal place of
business stated above, or at such other place as the Payee may
designate in writing, the sum of SIX HUNDRED THOUSAND DOLLARS and
00/100ths U.S. Dollars (U.S. $__________) (the "Principal Amount"),
plus interest on the outstanding balance of the Principal Amount at
the rate of eight percent (8%) per annum, payable monthly, from the
date hereof until the date when said sum is paid in full in
accordance with the terms hereof.  The entire Principal Amount plus
all accrued interest thereon shall be due and payable in full on
September 5, 2000.

     Upon the failure by Maker to pay the Principal Amount plus all
accrued interest thereon in full on or before the date when due
hereunder, the entire unpaid amount of this Note shall thereupon be
immediately due and payable, and the Payee shall have all rights
and remedies provided under this Note.

     Maker shall have the right, in Maker's discretion at any time,
without payment of premium or penalty, to prepay in whole or in
part the unpaid balance of this Note.


     This Note shall be governed by and construed under the laws of
the State of Florida.  The exclusive venue for any litigation in
connection with or arising out of this Note shall be Palm Beach
County, Florida, and the Maker hereby consents and submits to the
jurisdiction of the state and federal courts sitting in Palm Beach
County, Florida.




MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
NOTE.  

nSTOR TECHNOLOGIES, INC.

     /S/ Michael L. Wise
By:________________________
Name: Michael L. Wise
Title:  Vice President





EXHIBIT 10.8


EMPLOYMENT AGREEMENT


     THIS AGREEMENT ("Agreement") dated as of June 1, 1998, is
entered into by and between nSTOR TECHNOLOGIES, INC., a Delaware
corporation (the "Company"), and Larry Steffan (the "Executive").

Recitals

     The Company, through its Board of Directors, desires to retain
the services of Executive, and Executive desires to be retained by
the Company, on the terms and conditions set forth in this
Agreement.

Agreement

     For and in consideration of the foregoing and of the mutual
covenants of the parties herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

1.   EMPLOYMENT.  The Company hereby employs Executive to serve in
the capacities described herein and Executive hereby accepts such
employment and agrees to perform the services described herein upon
the terms and conditions hereinafter set forth.

2.   TERM.  The term of Executive's employment pursuant to this
Agreement shall commence as of the date hereof and shall terminate
at the close of business on June 1, 2001, subject to earlier
termination in accordance the other terms and conditions set forth
herein.

3.   DUTIES.  Executive shall serve as and have the title of the
President of the Company and President of nStor Corporation, a
wholly-owned subsidiary of the Company ("nStor"), shall serve on
the Board of Directors of nStor and, subject to the approval of the
Company's shareholders, shall serve on the Company's Board of
Directors.  The Executive's principal place of employment shall be
Lake Mary, Florida.  Executive agrees to devote his full business
time, energy, skills and best efforts to such employment while so
employed.  Nothing in this Agreement shall preclude Executive from
engaging, so long as, in the reasonable determination of the board
of directors of the Company (the "Board of Directors"), such
activities do not interfere with his duties and responsibilities
hereunder, in charitable and community affairs, from managing any
passive investment made by him or from serving, subject to the
prior approval of the Board of Directors, as a member of the board
of directors or as a trustee of any other corporation, association
or entity.


4.   COMPENSATION.

     (a)  Base Compensation.  The Company shall pay Executive, and
Executive agrees to accept, base compensation at the rate of
$200,000 per year, payable bi-weekly, through the term of this
Agreement ("Base Compensation").  The Base Compensation specified
in this Section 4(a) shall be increased to $250,000 per year on
January 1, 1999.  Base Compensation may also be increased annually
during the term of this Agreement in the sole discretion of the
Board of  Directors.

     (b)  Bonus Compensation.  

     (i) Solely in the event that the Company has a net increase in
cash and cash equivalents as a result of income from operations,
and not as a result of any cash or capital infusion from a third
party, during any consecutive three month period during the period
commencing July 1, 1998 and ending December 31, 1998, the Company
shall pay Executive a one-time bonus in the amount of $25,000
within 30 days following the preparation of financial statements
for such three-month period. 

     (ii) Subject to the attainment by the Company of certain goals
to be established by the Company's Board of Directors for fiscal
year 1999 and each fiscal year during the term of this Agreement
thereafter, the Board of Directors may, in its sole discretion,
grant Executive an annual cash bonus.

     (c)  Stock Options.  The Company shall grant Executive an
option (the "Option") to purchase 750,000 shares of the common
stock, par value $.05 per share, of the Company ("Common Stock") on
terms set forth in the Stock Option Agreement by and between the
Company and the Executive of even date herewith. 

5.   FRINGE BENEFITS.

     (a)  Generally.  Executive shall be eligible for fringe
benefits pursuant to any insurance, pension or other employee
fringe benefit plan approved by the Board of Directors that now or
hereafter may be made available to employees of the Company and for
which Executive will qualify according to his eligibility under the
provisions thereof.

     (b)  Health and Disability Insurance.  Executive shall be
entitled to participate in such health insurance plans that the
Company offers to other executive officers of the Company from time
to time, provided that such participation shall not exclude any
pre-existing conditions with respect to the Executive or his
family.  The Company shall provide Employee with disability
insurance covering  [               ].

     (c)  Life Insurance.       The Company shall provide Employee
with $1 million of term insurance and allow the Employee to
designate the beneficiary of such policy.

     (d)  Flex Days.  During the term of this Agreement, Executive
shall be entitled to twenty-one (21) flex days per year which
Executive may use for vacation, holidays, illness or any other
purpose. 

     (e)  Relocation Expenses.  Executive shall be reimbursed for:
(i) all reasonable moving expenses, including packing and unpacking
costs, incurred in connection with Executive's relocation from Boca
Raton, Florida to the Greater Orlando area of Florida; and (ii)
reasonable temporary housing expenses for a period not to exceed
one year.

6.   EXPENSES.  The Executive shall be reimbursed for all usual
expenses incurred on behalf of the Company, in accordance with
Company practices and procedures, provided that:

     (a)  Each such expenditure is of a nature deductible under
Section 162 of the Internal Revenue Code of 1986, as amended (the
"Code") on the Federal income tax return of the Company as a
business expense and not as deductible compensation to Executive;
and

     (b)  Executive furnishes the Company with adequate documentary
evidence required by the Code or any regulation promulgated
thereunder for the substantiation of such expenditures as a
deductible business expense of the Company and not as deductible
compensation to Executive.

7.   TERMINATION.  The term of Executive's employment under this
Agreement may be terminated prior to expiration of the term
provided in Section 2 hereof in accordance with the following
paragraphs.  

     (a)  For Cause.  This Agreement may be immediately terminated
by the Company for Cause (as herein defined) and, upon thirty (30)
days written notice to Executive, without Cause, for any reason or
for no reason.  For purposes of this Agreement, the term "Cause"
shall mean the termination of the Executive by the Board of
Directors of the Company as a result of the existence or occurrence
of one or more of the following conditions or events:

     (i)  a material breach by the Executive of any provision of
this Agreement, or the willful and continued failure of Executive
substantially to perform his duties under his employment with the
Company;

     (ii)  Executive's willful misconduct or gross negligence in
connection with the performance of his duties as an employee or
officer of the Company;

     (iii) performance by the Executive of any act of fraud or
material misrepresentation or a material act of misappropriation
which results or is intended to result in Executive's personal
enrichment at the expense of the Company;

     (iv)  conviction of the Executive of any crime which
constitutes either (i) a felony offense involving violence (but not
involving a motorized vehicle) or fraud, embezzlement, theft or
business activities, or (ii) a misdemeanor involving fraud,
embezzlement or theft in the United States or which, if it had been
committed in the United States, would constitute either a felony
offense involving violence or fraud, embezzlement, theft or
business activities or a misdemeanor involving fraud, embezzlement
or theft in the United States;

     (v)  violation by the Executive of any law which results in
the entry of a judgment or order enjoining or preventing the
Executive from such activities as are essential for the Executive
to perform his services as required by this Agreement; or

     (vi) a good faith determination by the Board of Directors that
Executive has engaged in conduct or activities materially damaging
to the business of the Company, monetarily or otherwise, it being
understood that neither conduct or activities pursuant to the
Executive's exercise of his good faith business judgment nor
unintentional physical damage to properties by the Executive shall
be a ground for such a determination.

     (b)  Executive.  Executive may voluntarily terminate his
employment hereunder upon thirty (30) days written notice to the
Company.

     (c) Mutual.  Executive's employment under this Agreement may
be terminated upon mutual written agreement of the Company and the
executive.

     (d)  Death.  In the event of the death of Executive, this
Agreement shall terminate immediately.

     (e)  Disability.  If, during Executive's employment under this
Agreement, Executive shall become permanently disabled and unable
to perform his duties as required herein ("Disability") for a
consecutive period of one hundred eighty (180) days, or, after
being disabled, an expert medical opinion is furnished to the
Company that Executive will be unable to perform his or her duties
for six (6) months, then the Company may, upon thirty (30) days
written notice to Executive, terminate Executive's employment under
this Agreement.

     (f)  Change of Control. In the event that following a "Change
in Control" (as defined in this Section 7(f)): (i) Executive's job
description, responsibilities and authority is substantially
reduced and as a result, Executive elects to voluntarily resign his
employment with the Company; or (ii) Employee is terminated by the
Company, all options to purchase Common Stock granted to Executive
shall immediately vest.  Termination of Executive's employment
under this Agreement pursuant to the provisions of the preceding
sentence shall be deemed to be a voluntary resignation or
termination by Executive and shall not be deemed a termination
without Cause for purposes of Section 9 hereof.  For purposes of
this Agreement, a "Change in Control" shall be deemed to have
occurred when:

     (i)  there occurs any transaction (which shall include a
series of transactions occurring within sixty (60) days) that has
the result that shareholders of the Company immediately before such
transaction cease to own at least fifty-one percent (51%) of the
voting stock of the Company or any entity that results from the
participation of the Company in a merger, reorganization,
consolidation, liquidation or any other form of corporate
transaction; 

     (ii) the shareholders of the Company approve a plan of merger,
consolidation, reorganization, liquidation or dissolution in which
the Company does not survive (unless the approved merger,
consolidation, reorganization, liquidation or dissolution is
subsequently abandoned); 

     (iii) the Company disposes of all or substantially all of its
assets; or 

     (iv) a majority or more of the directors nominated by the
Board of Directors to serve as  directors, each having agreed to
serve in such capacity, fail to be elected in a contested election
of directors.


8.   DEATH AND DISABILITY.  In the event of the termination of
Executive's employment under this Agreement by reason of the
Executive's death or Disability, in addition to any insurance
benefits provided pursuant to the provisions of Section 5 of this
Agreement, the Company shall pay Executive (or his heirs and/or
personal representatives), Base Compensation through the date of
death or the date of termination for Disability as provided in
Paragraph 7(e), respectively.

9.   SEVERANCE.  In the event of the termination of Executive's
employment under this Agreement for any reason other than
Executive's death or Disability, the Company shall provide the
payments and benefits to Executive as indicated below:

     (a)  For Cause, Voluntary Termination or Following a Change of
Control.  If Executive is terminated for Cause (as defined in
Section 7(a) of this Agreement), Executive voluntarily terminates
his employment with the Company, or Executive is terminated or
resigns following a Change of Control for any reason whatsoever,
the Company shall be obligated only to continue to pay to Executive
his Base Compensation, if any, earned up to the date of termination
and shall reimburse the Executive for any expenses to which the
Executive is due reimbursement by the Company under Section 6
hereof.  In addition, the Company shall pay any vested benefits, if
any, owed to Executive under any plan provided for Executive under
Paragraph 5 hereof in accordance with the terms of such plan as in
effect on the date of termination of employment under this
Paragraph 9.

     (b)  Without Cause.  If the Company terminates this Agreement
without Cause, Executive shall continue to receive the Base
Compensation in effect on the date of such termination until the
date twelve (12) months from the date of termination under this
Agreement and shall reimburse the Executive for any expenses to
which the Executive is due reimbursement by the Company under
Section 6 hereof.  In addition, the Company shall pay any vested
benefits, if any, owed to Executive under any plan provided for
Executive under Paragraph 5 hereof in accordance with the terms of
such plan as in effect on the date of termination of employment
under this Paragraph 9.

10.  CONFIDENTIAL INFORMATION.  Executive recognizes and
acknowledges that he will have access to certain confidential
information of the Company and of corporations with whom the
Company does business, and that such information constitutes
valuable, special and unique property of the Company and such other
corporations.  During the term of this Agreement and for a period
of five (5) years immediately following the date of termination of
this Agreement, Executive agrees not to disclose or use any
confidential information, including without limitation, information
regarding research, developments, product designs or
specifications, manufacturing processes, "know-how," prices,
suppliers, customers, costs or any knowledge or information with
respect to confidential or trade secrets of the Company, it being
understood that such confidential information does not include
information that is publicly available unless such information
became publicly available as a result of a breach of this
Agreement.  Executive acknowledges and agrees that all notes,
records, reports, sketches, plans, unpublished memoranda or other
documents belonging to the Company, but held by Executive,
concerning any information relating to the Company's business,
whether confidential or not, are the property of the Company and
will be promptly delivered to it upon Executive's leaving the
employ of the Company.  Executive also agrees to execute such
confidentiality agreements that the Board may adopt, and may modify
from time to time, as a standard form to be executed by all
employees of the Company, to the extent such standard forms are not
materially more restrictive than the provisions of this Agreement.

11.  NON-SOLICITATION.  At all times during the term of this
Agreement and three (3) years thereafter, Executive shall not,
directly or indirectly, induce, influence, combine or conspire
with, or attempt to induce, influence, combine or conspire with,
any of the officers, employees, agents or consultants of the
Company to terminate their employment, or other relationship, with
or compete against the Company or any future subsidiaries, parents
or affiliates of the Company in the business of selling,
distributing, installing and/or servicing microcomputers,
peripherals, components and/or accessories, microcomputer software
products, and custom-designed microcomputer systems (the
"Business").

12.  NON-COMPETITION.  Executive acknowledges that his services and
responsibilities are unique in character and are of particular
significance to the Company, that the Company engages in a
competitive business with a national market and that Executive's
continued and exclusive service to the Company under this Agreement
is of a high degree of importance to the Company.  Therefore,
during the term of this Agreement and for a period of three (3)
years thereafter (the "Noncompete Period"), Executive shall not,
directly or indirectly, engage in the Business, or in any other
business which, at the time of Executive's termination, the Company
is actively engaged or plans to engage in (the "Future Business"),
except as an employee or agent of the Company, and shall not,
directly or indirectly, as owner, partner, joint venturer,
employee, broker, agent, corporate officer, principal, licensor,
shareholder (unless as owner of no more than five percent (5%) of
the issued and outstanding capital stock of such entity if such
stock is publicly traded) or in any other capacity whatsoever,
engage in or have any connection with any business which is
competitive with the Business or any Future Business, and which
operates anywhere in the United States.  In the event Executive is
terminated by the Company without Cause prior to the expiration of
the term of this Agreement, the Noncompete Period shall be modified
such that it expires on the date of such involuntary termination.

13.  RESTRICTIVE COVENANTS.

     (a)  If, in any judicial proceedings, a court shall refuse to
enforce any of the covenants included in Paragraphs 10, 11 or 12
hereof, then such unenforceable covenant shall be amended to relate
to such lesser period or geographical area as shall be enforceable. 
In the event the Company should bring any legal action or other
proceeding against Executive for enforcement of this Agreement, the
calculation of the Noncompete Period, if any, shall not include the
period of time commencing with the filing of legal action or other
proceeding to enforce this Agreement through the date of final
judgment or final resolution, including all appeals, if any, of
such legal action or other proceeding unless the Company is
receiving the practical benefits of this Paragraph 9 during such
time.  The existence of any claim or cause of action by Executive
against the Company predicated on this Agreement shall not
constitute a defense to the enforcement by the Company of these
covenants.

     (b)  Executive hereby acknowledges that the restrictions on
his activity as contained in this Agreement are required for the
Company's reasonable protection and is a material inducement to the
Company to enter into this Agreement.  Executive hereby agrees that
in the event of the violation by him of any of the provisions of
this Agreement, the Company will be entitled to institute and
prosecute proceedings at law or in equity to obtain damages with
respect to such violation or to enforce the specific performance of
this Agreement by Executive or to enjoin Executive from engaging in
any activity in violation hereof.  The prevailing party in any
litigation brought to enforce the restrictive provisions contained
in this Agreement shall be entitled to reimbursement from the
nonprevailing party for reasonable attorneys' fees and expenses
incurred in connection with such litigation.

     (c)  Notwithstanding anything to the contrary contained
herein, in the event that Executive engages in any conduct
prohibited by Paragraphs 10, 11 or 12 hereof for any reason
whatsoever, Executive shall not receive any of the severance
benefits he otherwise would be entitled to receive pursuant to
Paragraph 9 hereof.

14.  ARBITRATION.  All disputes arising under this Agreement shall
be resolved through binding arbitration.  The arbitrator shall be
selected by the American Arbitration Association and  the
arbitration shall be conducted in Palm Beach County, Florida, in
accordance with the then-prevailing rules of the American
Arbitration Association.  The decision rendered by the arbitrator
shall be binding upon the parties and judgment upon the decision or
award may be entered in any court of competent jurisdiction.  All
costs of arbitration and reasonable attorneys' fees shall be paid
by the non-prevailing party.  If neither party substantially
entirely prevails, the arbitrator by shall apportion the costs and
reasonable attorneys' fees.

15.  NOTICES.  Any notice required or permitted to be given under
this Agreement shall be sufficient if in writing and if sent by
registered mail to the addresses below or to such other address as
either party shall designate by written notice to the other:

     If to the Executive:  To the address set forth below his
signature on the signature page hereof.

     If to the Company:

     nStor Technologies, Inc.
     100 Century Boulevard
     West Palm Beach, Florida 33417     
     Attention: H. Irwin Levy  

16.  ENTIRE AGREEMENT; MODIFICATION.

     (a)  This Agreement contains the entire agreement of the
Company and Executive, and the Company and Executive hereby
acknowledge and agree that this Agreement supersedes any prior
statements, writings, promises, understandings or commitments
between the parties hereof.  

     (b)  No future oral statements, promises or commitments with
respect to the subject matter hereof, or other purported
modification hereof, shall be binding upon the parties hereto
unless the same is reduced to writing and signed by each party
hereto.

17.  ASSIGNMENT.  The rights and obligations of the Company under
this Agreement shall inure to the benefit of and shall be binding
upon the successors and assigns of the Company.  The Executive may
not assign his rights and obligations under this Agreement.


18.  MISCELLANEOUS.

     (a)  This agreement shall be subject to and governed by the
laws of the State of Delaware, without regard to the conflicts of
laws principles thereof.

     (b)  The section headings contained herein are for reference
purposes only and shall not in any way affect the meaning or the
interpretation of this Agreement.

     (c)  The failure of any party to enforce any provision of
this Agreement shall in no manner affect the right to enforce the
same, and the waiver by any party of any breach of any provision
of this Agreement shall not be construed to be a waiver by such
party of any succeeding breach of such provision or a waiver by
such party of any breach of any other provision.

     (d)  All written notices required in this Agreement shall be
sent postage prepaid by certified or registered mail, return
receipt requested.

     (e)  In the event any one or more of the provisions of this
Agreement shall for any reason be held invalid, illegal or
unenforceable, the remaining provisions of this Agreement shall
be unimpaired, and the invalid, illegal or unenforceable
provision shall be replaced by a mutually acceptable valid, and
enforceable provision which comes closest to the intent of the
parties.

     (f)  This Agreement may be executed in any number of
counterparts, each of which shall constitute an original and all
of which together shall constitute one and the same instrument.

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


nSTOR TECHNOLOGIES, INC.
                         
     /S/ Mark F. Levy                         
By: _____________________________
Its: Vice President
                         
EXECUTIVE
                         
  /S/ Larry Steffann                       
_________________________________
Larry Steffan
                         
                         
Address:
___________________________
___________________________
                         


EXHIBIT 10.9


EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT


     THIS AGREEMENT, made as of the 1st day of June, 1998 by and
between nStor Technologies, Inc., a Delaware corporation (the
"Company"), and Lawrence F. Steffann (the "Optionee").


W I T N E S S E T H:


     WHEREAS, the Company has established and adopted its 1996
Stock Option Plan (the "Plan"), pursuant to which it may grant
options to purchase shares of its common stock, $.05 par value per
share (the "Common Stock"), to its employees;

     WHEREAS, Optionee is an employee of the Company and has been
granted options to purchase shares of Common Stock; and


     WHEREAS, Optionee and the Company desire to establish the
terms and conditions of such options in this Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants set
forth herein, and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties
hereto agree as follows:

     1.   Grant of Option.

     A.   Subject to and upon the terms and conditions set forth in
this Agreement, the Company hereby grants to Optionee an Incentive
Stock Option (sometimes hereinafter referred to as "Option") to
purchase Seven Hundred Fifty Thousand (750,000) shares (the "Option
Shares") during the specified term of this Option, at a price equal
to One Dollar and Twenty Cents ($1.20) per share, which price is
equal to or greater than the current market value per share.  This
Option is granted pursuant to the terms and conditions of the Plan,
all of which terms and conditions are hereby incorporated by
reference into this Agreement.

     B.  Notwithstanding anything to the contrary in this
Agreement, the grant of this Option is subject to obtaining the
approval of the shareholders of the Company, at the 1999 Annual
Meeting of Shareholders, for an amendment to the Plan to increase
the number of shares reserved for issuance under the Plan to at
least _____ million shares of Common Stock (the "Plan Amendment"). 
In the event that the Plan Amendment is not approved by the
shareholders at the 1999 Annual Meeting of Shareholders, the grant
of this Option shall be null and void to the extent that the Option
Shares exceed the number of shares available for issuance under the
Plan of the date hereof.

     2.   Specified Term; Time of Exercise.  This Option shall vest
and shall be exercisable, subject to the provisions of Section 7
hereof, in the following amounts and on the following dates: 
December 1, 1998--125,000 options; June 1, 1999--125,000 options;
December 1, 1999--125,000 options; June 1, 2000--125,000 options;
December 1, 2000--125,000 options; and June 1, 2001--125,000
options.  All Options shall expire and terminate on the date ten
(10) years from the date hereof.  While exercisable, Optionee may
exercise all or any portion of this Option.

     3.   Transferability of Option.  This Option shall not be
transferable by the Optionee other than at death, and this Option
is exercisable during the Optionee's lifetime only by the Optionee.

     4.   Termination of Employment.  If Optionee ceases to be
employed by the Company (or any of its subsidiaries) for any reason
other than death or permanent and total disability, then all rights
with respect to any then exercisable Option Shares shall terminate
after the expiration of a period of three (3) months from the date
of termination.  If Optionee's employment is terminated as a result
of death or "permanent and total disability" (as defined in Section
22(e)(3) of the Internal Revenue Code of 1986, as amended), then
all Option Shares which would have otherwise vested and become
exercisable in the one (1) year period following such event shall
continue to so vest and become exercisable as so scheduled and,
together with any previously exercisable Option Shares, shall be
exercisable for the lesser of: (i) the remaining term of the Option
or (ii) one (1) year from the date of termination of Optionee's
employment as a result of death or "permanent and total
disability".  Notwithstanding any to the contrary set forth herein,
if Optionee shall (i) commit any act of malfeasance or wrongdoing
affecting the Company, (ii) breach any covenant not to compete or
employment agreement with the Company, or (iii) engage in conduct
that would warrant the Optionee's discharge for cause, any
unexercised part of the Option shall lapse immediately upon the
earlier of the occurrence of such event or the last day Optionee is
employed by or affiliated with the Company.

     5.   Adjustment in the Event of Change in Capital Structure,
Reorganization, Anti-Dilution or Accounting Changes.  In the event
of a change in the corporate structure or shares of the Company,
subject to any required action by the shareholders, the Company
shall make such equitable adjustments with respect to dilution or
accretion as it may deem appropriate in the number, kind and in the
exercise price of the unexercised Option Shares granted by this
Agreement.  For purposes of this section, a change in the corporate
structure or shares of the Company shall include, but is not
limited to, changes resulting from a recapitalization, stock split,
reverse split, consolidation, rights offering, stock dividend,
reorganization or liquidation.  This Agreement shall not in any way
affect the right of the Company to make changes in its capital
structure including, without limitation, the issuance of any
additional shares of any class of its capital stock, or to merge or
dissolve, liquidate or sell all or any part of its business or
assets.  In no event shall Optionee be entitled to any adjustments
as a result of the issuance of any additional shares of any class
of the Company's capital stock where the consideration received by
the Company is equal to or greater than the fair market value of
such shares, as reasonably determined by the Board of Directors of
the Company.

     6.   Privilege of Stock Ownership.  Optionee shall not be
deemed to be the holder of, or to have any of the rights of a
holder with respect to, any Option Shares unless and until the
Option shall have been exercised pursuant to the terms hereof, the
Company shall have issued and delivered the shares to Optionee, and
Optionee's name shall have been entered as a stockholder of record
on the books of the Company.  Thereupon, Optionee shall have full
voting and other ownership rights with respect to such shares.

     7.   Manner of Exercising Option.

     A.   This Option may be exercised only as to whole shares and
only by written notice signed by Optionee (or in the case of
exercise after Optionee's death or disability, by Optionee's legal
representative, executor, administrator, heir or legatee, as the
case may be) and mailed or delivered to the President or Secretary
of the Company at its principal office, which notice shall:  (i)
specify the number of Option Shares with respect to which the
Option is being exercised; (ii) be accompanied by payment in full
in cash; (iii) if the shares of Common Stock issuable upon exercise
of the Option are not then covered by a current registration
statement of the Company under the Securities Act of 1933, as
amended (the "Securities Act"), include a statement to the effect
that Optionee, or other person exercising the Option, is purchasing
the Option Shares for investment and not with a view to, or for
sale in, any distribution thereof; and (iv) if the Option is being
exercised by a person or persons other than Optionee, be
accompanied by proof satisfactory to the Company and its counsel,
that such person or persons have the right to exercise the Option. 
Prior to the issuance of the Option Shares hereunder, Optionee
shall execute and deliver to the Company such other representations
in writing as may be reasonably requested by the Company in order
for it to comply with the applicable requirements of Federal and
state securities laws.

     B.   This Option shall be deemed to have been exercised with
respect to the Option Shares specified in said notice at the time
of receipt by the Company of:  (i) the notice specified in Section
7(A) hereof; (ii) any representations reasonably required by the
Company pursuant to Section 7(A) hereof; and (iii) the payment
required in Section 7(A) hereof.

     C.   Unless the shares of Common Stock issuable upon exercise
of the Option are covered by a then current registration statement
of the Company under the Securities Act, the certificates
representing the Option Shares issued or to be issued hereunder
shall be stamped or otherwise imprinted with legends substantially
in the following form:

     THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
     OR THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN
     ACQUIRED FOR AN INVESTMENT AND MAY NOT BE SOLD,
     TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF
     AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER
     THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF
     COUNSEL ACCEPTABLE TO COUNSEL FOR THE COMPANY THAT
     REGISTRATION IS NOT REQUIRED UNDER SUCH LAWS.     


     8.   Securities Law Requirements.  

     A.   No Option granted hereunder shall be exercisable, in
whole or in part, and the Company shall not be obligated to sell
any Option Shares if such exercise and sale would, in the opinion
of counsel for the Company, violate the applicable requirements of
Federal or state securities laws.  Each Option shall be subject to
the further requirement that, if at any time the Company shall
determine in its discretion that the listing or qualification of
the Option Shares under any securities exchange requirements or
under any applicable law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the issuance of the Option
Shares, such Option may not be exercised in whole or in part unless
such listing, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the
Company.

      B.   If any law or regulation of any state or Federal
commission or agency having jurisdiction shall require the Company
or the Optionee to take any action with respect to the Option
Shares, then the date upon which the Company shall deliver or cause
to be delivered the certificate or certificates for the Option
Shares shall be postponed until full compliance shall have been
made with all such requirements.

     9.   Employment.  Nothing contained in this Agreement shall be
deemed to grant any right of continued employment to a
participating employee or to limit or waive any rights of the
Company or any subsidiary of the Company to terminate such
employment at any time, with or without cause.

     10.  Amendments.  The provisions of this Agreement may not be
amended, supplemented, waived or changed orally, except by a
writing signed by the party as to whom enforcement of any such
amendment, supplement, waiver or modification is sought and making
specific reference to this Agreement.

     11.  Assignments.  This Agreement may not be assigned by the
Optionee.
     

     12.  Further Assurances.  The parties hereby agree from time
to time to execute and deliver such further and other transfers,
assignments and documents and do all matters and things which may
be convenient or necessary to more effectively and completely carry
out the intentions of this Agreement.

     13.  Binding Effect.  All of the terms and provisions of this
Agreement, whether so expressed or not, shall be binding upon,
inure to the benefit of, and be enforceable by the parties and
their respective administrators, executors, legal representatives,
heirs, successors and permitted assigns.

     14.  Governing Law.  This Agreement and all transactions
contemplated by this Agreement shall be governed by, and construed
and enforced in accordance with, the internal laws of the State of
Florida without regard to principles of conflicts of laws.

     15.  Entire Agreement.  This Agreement represents the entire
understanding and agreement among the parties with respect to the
subject matter hereof, and supersedes all other negotiations,
understandings and representations (if any) made by and among such
parties.

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



nSTOR TECHNOLOGIES, INC.
/S/ Mark F. levy
_________________________________
By: Mark F. Levy
Its:  Vice President

OPTIONEE

/S/ Lawrence F. Steffann
_______________________________
Lawrence F. Steffann



FORM OF EXERCISE

(to be executed by the registered holder hereof)



     The undersigned hereby exercises the right to purchase
___________ shares of common stock, $.05 par value ("Common
Stock"), of nSTOR TECHNOLOGIES, INC. (the "Company"), evidenced by
the within Employee Incentive Stock Option Agreement and herewith
makes payment of the purchase price in full.  The undersigned
represents to the Company that the undersigned is purchasing the
Common Stock for investment and not with a view to, or for sale in,
any distribution thereof.

     Kindly issue certificates for shares of Common Stock in
accordance with the instruction given below.

Dated: _____________, 19__



_______________________________
Optionee



Instructions for registration of stock



____________________________________
Name (Please Print)



Social Security or other identifying
Number:_____________________________


Address:


____________________________________
City/State and Zip Code