FORM OF REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION  RIGHTS AGREEMENT (this  "Agreement"),  dated as of March
__,  2001  between  nSTOR  TECHNOLOGIES,   INC.,  a  Delaware  corporation  (the
"Company"),  and  _______________________________________________________   (the
"Investor").


                                    RECITALS

        In  connection  with the  Subscription  Agreement of even date  herewith
between the Investor and the Company (the "Subscription Agreement"), the Company
has agreed,  upon the terms and subject to the  conditions  of the  Subscription
Agreement, to issue to the Investor warrants (the "Warrants") to purchase shares
of the Company's  common stock,  $.05 par value per share ("Common  Stock").  In
addition, the Company issued an 8% Convertible Subordinated Promissory Note (the
"Note") of even date herewith to the Investor,  which Note is  convertible  into
shares of Common Stock on the terms and subject to the  conditions  of the Note.
The  Company  has  agreed  to  provide  certain  registration  rights  under the
Securities Act of 1933, as amended, and the rules and regulations thereunder, or
any  similar  successor  statute  (collectively,   the  "Securities  Act"),  and
applicable  state securities laws with respect to the Common Stock issuable upon
exercise of the Warrants (the "Warrant  Shares") and upon conversion of the Note
(the "Note Shares").

                               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.     Definitions.

               (a)  As used in this  Agreement,  the  following  terms shall
have the following meanings:

                      (i) "Register", "registered" and "registration" refer to a
registration  effected  by  preparing  and filing a  Registration  Statement  or
Statements on Form S-3 in  compliance  with the  Securities  Act and pursuant to
Rule 415 under the  Securities  Act or any successor rule providing for offering
securities on a continuous basis ("Rule 415") and the declaration or ordering of
effectiveness of such Registration Statement by the United States Securities and
Exchange Commission ("SEC").

                      (ii)   "Registration  Statement"  means a registration
statement  under the Securities Act.

                      (iii)  "Registrable  Securities"  means the Warrant
Shares and the Note Shares.

               (b) Capitalized  terms used herein and not otherwise defined
herein  shall  have  the  respective  meanings  set  forth  in the  Subscription
Agreement.

        2.     Registration.

               (a)    Initial Registration.

                      (i) The Company shall prepare and file with the SEC a
        Registration  Statement  on Form S-3 covering the resale by the Investor
        of all of the Registrable Securities.

                      (ii) The Company represents  and warrants
        that  it  meets  the  requirements  for  the  use of  Form  S-3 for
        registration of the sale by the Investor of the Registerable  Securities
        and the  Company  shall  file all  reports  required  to be filed by the
        Company  with  the  SEC  in a  timely  manner  so  as to  maintain  such
        eligibility for the use of Form S-3.

               (b)    Piggyback Registration.

                      (i) Whenever the Company  proposes to register any of
        its Common Stock (either on its own behalf or on behalf of others) under
        the Securities Act (other than a transaction described under Rule 145 of
        the  Securities  Act or  pursuant to Forms S-4,  S-8 or their  successor
        forms)  and  the  registration  form  to be  used  may be  used  for the
        registration of the Registrable Securities of the Investor (a "Piggyback
        Registration"),  the  Company  shall give prompt  written  notice to the
        Investor of its intention to effect such a registration and will include
        in such  registration  the  Registrable  Securities of the Investor with
        respect to which the Company has received written requests for inclusion
        therein within 20 days after the receipt of the Company's notice.

                      (ii) If a  Piggyback Registration  is an
        underwritten primary  registration on behalf of the Company, and the
        managing  underwriters  advise  the  Company  in  writing  that in their
        opinion  the  number of  securities  requested  to be  included  in such
        registration  exceeds  the  number  which  can be sold in such  offering
        without  adversely  affecting the  marketability  of the  offering,  the
        Company shall include in such registration (i) first, the securities the
        Company  proposes to sell, and (ii) second,  the Registrable  Securities
        requested  to be included in such  registration  and any other shares of
        Common   Stock  for  which  the  Company  has  received  a  request  for
        registration  from the holder thereof  pursuant to an agreement  between
        the  Company  and such  holder  (the  "Other  Registrable  Securities"),
        pro-rata among the holders of such Registrable  Securities and the Other
        Registrable  Securities  on  the  basis  of  the  number  of  shares  of
        Registrable  Securities and Other  Registrable  Securities owned by each
        such holder.

                      (iii) If a Piggyback Registration  is an underwritten
        secondary  registration  on  behalf  of  holders  of the  Company's
        securities,  and the managing underwriters advise the Company in writing
        that in their opinion the number of securities  requested to be included
        in  such  registration  exceeds  the  number  which  can be sold in such
        offering without adversely  affecting the marketability of the offering,
        the Company shall include in such registration (i) first, the securities
        requested  to be included  therein by the holder  exercising  its demand
        registration   rights  and  (ii)  second,  the  Registrable   Securities
        requested to be included in such  registration and the Other Registrable
        Securities,  pro-rata among the holders of such  Registrable  Securities
        and the  Other  Registrable  Securities  on the  basis of the  number of
        shares of Registrable  Securities and Other Registrable Securities owned
        by each such holder.

                      (iv) In the event of any registration pursuant to this
        Section 2 where the full amount of the Registrable Securities and/or the
        Other   Registrable   Securities   requested  to  be  included  in  such
        registration  cannot be included in full, then the number of Registrable
        Securities and Other Registrable  Securities  available for registration
        shall be  allocated  among  such group pro rata based upon the number of
        Registrable  Securities and Other Registrable Securities requested to be
        included  in  such  registration  by  each  member  of  the  group.  The
        obligation of the Company to include  Registrable  Securities  and Other
        Registrable  Securities in a Piggyback  Registration shall be subject to
        the advice of the managing  underwriter  of such  underwriter  offering,
        which may take into account the size of the offering,  market conditions
        and  the   appropriateness   of  the  Investor's  or  Other  Registrable
        Securities  holder's  participation  if he is an  employee,  officer  or
        director of the Company.

                      (v) The  Company  will have the  right to select  the
        investment banker(s) and manager(s) to administer any offerings.

               (c) Rule 144.  Notwithstanding the registration
of the resale of Registrable  Securities in accordance with Section 2.(a) above,
if at any time of offer and sale of such Registrable  Securities such securities
can be sold pursuant to Rule 144  promulgated  under the  Securities  Act ("Rule
144") in the manner,  amount and on such terms as the  Investor  wishes to offer
and sell such  securities,  the  Investor  may  endeavor  to offer and sell such
securities pursuant to Rule 144.

        3.     Obligations  of  the  Company.  In  connection  with  the
registration of the Registrable Securities, the Company shall:

               (a) Prepare and file with the SEC  promptly a  Registration
Statement  or  Statements  with  respect  to  the  Registrable   Securities  and
thereafter  use its best efforts to cause the  Registration  Statement to become
effective on or before September 30, 2001, and keep the  Registration  Statement
effective  at all times  until  such date as is two  years,  after the date such
Registration  Statement is first ordered  effective by the SEC. In any case, the
Registration  Statement  (including any  amendments or  supplements  thereto and
prospectuses  contained  therein)  filed by the  Company  shall not  contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein,  or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading;

               (b) Prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to the Registration Statement and the
prospectus  used  in  connection  with  the  Registration  Statement  as  may be
necessary to keep the Registration  Statement effective for the time periods set
forth in Section 3.(a) above;

               (c) Furnish to the  Investor (i) promptly  after the same is
prepared  and  publicly  distributed,  filed  with  the SEC or  received  by the
Company, one copy of the Registration  Statement and any amendment thereto, each
preliminary  prospectus and prospectus and each amendment or supplement  thereto
and (ii)  such  number  of  copies  of a  prospectus,  including  a  preliminary
prospectus,  and all amendments and supplements thereto and such other documents
as the Investor may reasonably request in order to facilitate the disposition of
the Registrable Securities owned by the Investor;

               (d) Use  reasonable  efforts to register and qualify the
Registrable  Securities  covered by the Registration  Statement under such other
securities or blue sky laws of such jurisdictions as the Investor may reasonably
request,  prepare and file in those  jurisdictions  such  amendments  (including
post-effective  amendments) and  supplements,  take such other actions as may be
necessary to maintain such  registrations  and  qualifications  in effect at all
times that the Registration  Statement is required to be effective under Section
3.(a)  hereof and take all other  actions  reasonably  necessary or advisable to
qualify the  Registrable  Securities for sale in such  jurisdictions;  provided,
however,  that the Company shall not be required in connection therewith or as a
condition  thereto to (i) qualify to do business  in any  jurisdiction  where it
would not  otherwise  be required to qualify but for this  Section  3.(d),  (ii)
subject  itself to  general  taxation  in any such  jurisdiction,  (iii)  file a
general consent to service of process in any such jurisdiction, (iv) provide any
undertakings  that cause more than  nominal  expense or burden to the Company or
(v) make any change in its  charter  or bylaws,  which in each case the Board of
Directors of the Company  determines to be contrary to the best interests of the
Company and its stockholders;

               (e) As promptly as practicable  after becoming aware of such
event,  notify the  Investor of the  happening of any event of which the Company
has knowledge,  as a result of which the prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material  fact  required to be stated  therein or  necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading,  and use its best efforts promptly to prepare a supplement
or amendment to the  Registration  Statement to correct such untrue statement or
omission,  and deliver a number of copies of such supplement or amendment to the
Investor as the Investor may reasonably request;

               (f) As promptly as practicable  after becoming aware of such
event, notify the Investor of the issuance by the SEC of any stop order or other
suspension  of  effectiveness  of the  Registration  Statement  at the  earliest
possible time;

               (g) Permit a single firm of counsel  designated  as selling
stockholders'  counsel by the Investor and other  persons  participating  in the
offering to review the Registration Statement and all amendments and supplements
thereto a  reasonable  period of time prior to their  filing  with the SEC,  and
shall not file any document in a form to which such counsel reasonably objects;

               (h) Make available for  inspection by the Investor, any
underwriter  participating  in any  disposition  pursuant  to  the  Registration
Statement and any attorney,  accountant or other agent  retained by the Investor
or underwriter  (collectively,  the "Inspectors"),  all pertinent  financial and
other  records,  pertinent  corporate  documents  and  properties of the Company
(collectively,  the "Records"),  as shall be reasonably necessary to enable each
Inspector to exercise its due diligence responsibility,  and cause the Company's
officers,  directors and employees to supply all information which any Inspector
may reasonably  request for purposes of such due diligence;  provided,  however,
that  each  Inspector  shall  hold  in  confidence   (making  such  confidential
information known only to officers,  agents or employees thereof who have a need
to know),  shall not use any  information so obtained for any purpose other than
preparation  or review  of the  Registration  Statement,  and shall not make any
disclosure  (except  to an  Investor  or  underwriter)  of any  Record  or other
information which the Company  determines in good faith to be confidential,  and
of which determination the Inspectors are so notified, unless (i) the disclosure
of such Records is necessary to avoid or correct a  misstatement  or omission in
any  Registration  Statement,  (ii) the  release of such  Records  is  requested
pursuant  to a  subpoena  or  other  order  from a court or  government  body of
competent  jurisdiction,  or (iii) the information in such Records has been made
generally  available to the public other than by disclosure in violation of this
or any other  agreement.  The Company  shall not be  required  to  disclose  any
confidential  information in such Records to any Inspector or the Investor until
and unless the  Investor or Inspector  shall have  entered into  confidentiality
agreements (in a form as is customary in similar circumstances) with the Company
with  respect  thereto,  substantially  in the form of this Section  3.(h).  The
Investor agrees that he shall,  upon learning that disclosure of such Records is
sought  in or by a court  or  governmental  body of  competent  jurisdiction  or
through other means, give prompt notice to the Company and allow the Company, at
the Company's expense, to undertake appropriate action to prevent disclosure of,
or to obtain a  protective  order for,  the  Records  deemed  confidential.  The
Company  shall  hold  in  confidence  and  shall  not  make  any  disclosure  of
information  concerning an Investor  provided to the Company pursuant to Section
4.(a) hereof unless (i)  disclosure of such  information  is necessary to comply
with federal or state  securities  laws, (ii) the disclosure of such information
is necessary to avoid or correct a misstatement or omission in any  Registration
Statement,  (iii) the  release  of such  information  is ordered  pursuant  to a
subpoena  or  other  order  from a  court  or  governmental  body  of  competent
jurisdiction or (iv) such  information has been made generally  available to the
public other than by disclosure in violation of this or any other agreement. The
Company agrees that it shall,  upon learning that disclosure of such information
concerning  the  Investor  is  sought in or by a court or  governmental  body of
competent  jurisdiction  or  through  other  means,  give  prompt  notice to the
Investor,  to undertake,  at Investor's  expense,  appropriate action to prevent
disclosure of, or to obtain a protective order for, such information;

               (i) Use its best efforts either to cause all the Registrable
Securities  covered by the  Registration  Statement to be listed on the American
Stock  Exchange or other  national  securities  exchange and on each  additional
national  securities  exchange on which similar securities issued by the Company
are then listed,  if any, if the listing of such Common Stock is then  permitted
under the rules of such exchange or secure  designation  of all the Common Stock
covered by the  Registration  Statement as a National  Association of Securities
Dealers Automated Quotations System ("NASDAQ") "national market system security"
within the meaning of Rule 11Aa2-1 of the SEC under the Securities  Exchange Act
of 1934, as amended (the "Exchange  Act"), and the quotation of the Common Stock
on the NASDAQ National Market System; or, if, despite the Company's best efforts
to satisfy the  preceding  clause (i) or (ii),  the Company is  unsuccessful  in
satisfying the preceding  clause (i) or (ii), to arrange for at least two market
makers to register with the National  Association  of Securities  Dealers,  Inc.
("NASD") as such with respect to such Common Stock;

               (j) ____ Provide a transfer agent and  registrar,  which may be a
single entity, for the Registrable  Securities not later than the effective date
of the Registration Statement;

               (k) Cooperate  with the Investor to  facilitate  the timely
preparation and delivery of certificates  (not bearing any restrictive  legends)
representing  Registrable  Securities to be sold in the denominations or amounts
as the case may be, and  registered in such names as the Investor may reasonably
request; and

               (l) take all other reasonable  actions necessary to expedite
and  facilitate  disposition  by  the  Investor  of the  Registrable  Securities
pursuant to the Registration Statement.

        4.     Obligations  of the  Investor.  In  connection  with  the
registration  of  the  Registrable  Securities,  the  Investor  shall  have  the
following obligations:

               (a) It shall be a condition  precedent to the obligations of
the Company to complete the registration pursuant to this Agreement with respect
to the Investor that the Investor shall furnish to the Company such  information
regarding itself and the intended method of disposition of the Common Stock held
by it as shall be reasonably  required to effect the  registration of the Common
Stock and shall execute such documents in connection  with such  registration as
the Company may  reasonably  request.  At least  fifteen  (15) days prior to the
first anticipated filing date of the Registration  Statement,  the Company shall
notify the Investor of the  information  the Company  requires from the Investor
(the "Requested Information").

               (b) The  Investor  agrees to  cooperate  with the Company as
reasonably  requested  by the Company in  connection  with the  preparation  and
filing of the Registration Statement hereunder.

               (c) The  Investor  agrees  that,  upon receipt of any notice
from the Company of the happening of any event of the kind  described in Section
3.(e) or  3.(f),  the  Investor  will  immediately  discontinue  disposition  of
Registrable  Securities  pursuant  to  the  Registration  Statement  until  such
Investor's  receipt of the  copies of the  supplemented  or  amended  prospectus
contemplated  by Section 3.(e) or 3.(f) and, if so directed by the Company,  the
Investor shall deliver to the Company (at the expense of the Company) or destroy
(and  deliver to the Company a  certificate  of  destruction)  all copies in the
Investor's  possession,  of the prospectus covering such Registrable  Securities
current at the time of receipt of such notice.

               (d) In the  event the  Investor  determines  to  engage  the
services of an  underwriter,  the Investor  agrees to enter into and perform its
obligations  under an  underwriting  agreement,  in usual  and  customary  form,
including,  without  limitation,   customary  indemnification  and  contribution
obligations,  with the managing underwriter of such offering and take such other
actions as are  reasonably  required  in order to  expedite  or  facilitate  the
disposition of the Registrable Securities.

        5. Expenses of  Registration.  All expenses  (other than brokerage
commissions or discounts) incurred in connection with registrations,  filings or
qualifications  pursuant  to  Section  2,  including,  without  limitation,  all
registration,  listing and qualifications fees, printers and accounting fees and
the fees and  disbursements  of counsel for the  Company,  shall be borne by the
Company;  provided,   however,  that  the  Investor  shall  bear  the  fees  and
out-of-pocket  expenses of the one legal  counsel  selected  pursuant to Section
3.(g) hereof.

        6.     Indemnification.

               (a) By the  Company.  To the extent  permitted  by law,  the
Company will  indemnify  and hold  harmless the Investor,  any  underwriter  (as
defined in the Securities Act) for the Investor, the directors,  if any, of such
underwriter and the officers,  if any, of such underwriter,  and each person, if
any, who controls any such underwriter  within the meaning of the Securities Act
or the Exchange Act (each, an "Indemnified Person"), against any losses, claims,
damages,  expenses or liabilities (joint or several) (collectively  "Claims") to
which any of them become subject under the  Securities  Act, the Exchange Act or
otherwise,  insofar as such  Claims  (or  actions or  proceedings,  whether
commenced or threatened,  in respect thereof) arise out of or are based upon any
of the  following  statements,  omissions  or  violations  in  the  Registration
Statement,  or any post-effective  amendment thereof, or any prospectus included
therein: (i) any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or any post-effective  amendment thereof
or the omission or alleged omission to state therein a material fact required to
be stated  therein or necessary to make the statements  therein not  misleading,
(ii) any  untrue  statement  or alleged  untrue  statement  of a  material  fact
contained in any  preliminary  prospectus if used prior to the effective date of
such Registration Statement, or contained in the final prospectus (as amended or
supplemented,  if the Company files any amendment thereof or supplement  thereto
with the SEC) or the omission or alleged  omission to state therein any material
fact  necessary  to  make  the  statements   made  therein,   in  light  of  the
circumstances  under which the  statements  therein were made, not misleading or
(iii) any violation or alleged  violation by the Company of the Securities  Act,
the Exchange Act or any state securities law or any rule or regulation under the
Securities Act, the Exchange Act or any state securities law (the matters in the
foregoing clauses (i) through (iii) being, collectively,  "Violations"). Subject
to the  restrictions  set forth in Section  6.(d) with  respect to the number of
legal  counsel,   the  Company  shall  reimburse  the  Investor  and  each  such
underwriters or controlling  person,  promptly as such expenses are incurred and
are due and payable, for any legal fees or other reasonable expenses incurred by
them  in   connection   with   investigating   or  defending   any  such  Claim.
Notwithstanding  anything to the contrary contained herein, the  indemnification
agreement contained in this Section 6.(a) (i) shall not apply to a Claim arising
out of or based upon a Violation which occurs in reliance upon and in conformity
with information  furnished in writing to the Company by any Indemnified  Person
or underwriter for such Indemnified  Person expressly for use in connection with
the preparation of the Registration  Statement or any such amendment  thereof or
supplement  thereto;  (ii) with respect to any preliminary  prospectus shall not
inure to the benefit of any such person from whom the person  asserting any such
Claim purchased the Common Stock that are the subject thereof (or to the benefit
of any person  controlling  such person) if the untrue  statement or omission of
material  fact  contained in the  preliminary  prospectus  was  corrected in the
prospectus, as then amended or supplemented; (iii) shall not be available to the
extent  such Claim is based on a failure of the  Investor to deliver or cause to
be delivered the prospectus  made  available by the Company;  and (iv) shall not
apply to amounts paid in settlement of any Claim if such  settlement is effected
without the prior  written  consent of the Company,  which  consent shall not be
unreasonably withheld.

               (b) ____ By the  Investor.  In connection  with any  Registration
Statement  in which  an  Investor  is  participating,  the  Investor  agrees  to
indemnify and hold harmless, to the same extent and in the same manner set forth
in Section 6.(a), the Company,  each of its directors,  each of its officers who
signs the Registration Statement,  each person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act  (collectively  and
together with an Indemnified Person, an "Indemnified Party"),  against any Claim
to which any of them may become subject,  under the Securities Act, the Exchange
Act or  otherwise,  insofar  as such  Claim  arises  out of or is based upon any
Violation,  in each  case to the  extent  (and  only to the  extent)  that  such
Violation occurs (i) in reliance upon and in conformity with written information
furnished to the Company by the Investor  expressly for use in  connection  with
such  Registration  Statement or (ii) the Investor's  violation of Regulation M;
and the Investor will promptly reimburse any legal or other expenses  reasonably
incurred by them in connection with  investigating  or defending any such Claim;
provided,  however, that the indemnity agreement contained in this Section 6.(b)
shall not apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of the Investor,  which consent shall
not be  unreasonably  withheld.  Such  indemnity  shall remain in full force and
effect regardless of any investigation  made by or on behalf of such Indemnified
Party and shall survive the transfer of the Warrant or the Warrant Shares by the
Investor.  Notwithstanding  anything  to  the  contrary  contained  herein,  the
indemnification  agreement  contained in this Section  6.(b) with respect to any
preliminary  prospectus shall not inure to the benefit of any Indemnified  Party
if  the  untrue  statement  or  omission  of  material  fact  contained  in  the
preliminary  prospectus  was corrected on a timely basis in the  prospectus,  as
then amended or supplemented.

               (c) The Company  shall be  entitled  to receive  indemnities
from  underwriters,  selling  brokers,  dealer  managers and similar  securities
industry professionals participating in any distribution,  to the same extent as
provided above, with respect to information such persons so furnished in writing
by such persons expressly for inclusion in the Registration Statement.

               (d) Promptly  after  receipt  by an  Indemnified  Person or
Indemnified  Party  under this  Section 6 of notice of the  commencement  of any
action  (including  any  governmental   action),   such  Indemnified  Person  or
Indemnified Party shall, if a Claim in respect thereof is to be made against any
indemnifying  party under this  Section 6, deliver to the  indemnifying  party a
written notice of the commencement thereof and the indemnifying party shall have
the right to  participate  in,  and,  to the  extent the  indemnifying  party so
desires,  jointly with any other indemnifying party similarly noticed, to assume
control  of the  defense  thereof  with  counsel  mutually  satisfactory  to the
indemnifying parties and the Indemnified Person or the Indemnified Party, as the
case may be; provided,  however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel, with the fees and expenses to be
paid by the indemnifying party, if, in the reasonable written opinion of counsel
retained by the indemnifying  party, the  representation  by such counsel of the
Indemnified  Person or  Indemnified  Party and the  indemnifying  party would be
inappropriate  due to actual  or  potential  differing  interests  between  such
Indemnified  Person or  Indemnified  Party or other  party  represented  by such
counsel in such  proceeding.  The Company shall pay for only one separate  legal
counsel  for  the  Investor.  The  failure  to  deliver  written  notice  to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action  shall  not  relieve  such  indemnifying  party of any  liability  to the
Indemnified  Party  under  this  Section  6,  except  to  the  extent  that  the
indemnifying  party is  prejudiced  in its  ability to defend such  action.  The
indemnification required by this Section 6 shall be made by periodic payments of
the amount thereof during the course of the  investigation  or defense,  as such
expense, loss, damage or liability is incurred and is due and payable.

               (e) Contribution. To the extent any indemnification provided
for herein is  prohibited  or limited by law, the  indemnifying  party agrees to
make the  maximum  contribution  with  respect to any amounts for which it would
otherwise  be liable  under  Section 6 to the fullest  extent  permitted by law;
provided,  however, that no contribution shall be made under circumstances where
the  maker  would  not have  been  liable  for  indemnification  under the fault
standards set forth in Section 6, no seller of Common Stock guilty of fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be entitled to  contribution  from any seller of Common  Stock who was not
guilty of such fraudulent  misrepresentation  and  contribution by any seller of
Common  Stock shall be limited in amount to the net amount of proceeds  received
by such seller from the sale of such Common Stock.

        7. Reports under Exchange Act. With a view to making  available to
the Investor the benefits of Rule 144 or any other similar rule or regulation of
the SEC that may at any time  permit  the  Investor  to sell  securities  of the
Company to the public without Registration,  until such time as the Investor has
sold all the Registrable Securities pursuant to a Registration Statement or Rule
144, the Company agrees to:

               (a)    make  and  keep  public  information  available,
as those terms are understood and defined in Rule 144;

               (b)   file with the SEC in a timely  manner  all  reports  and
other  documents  required  of the  Company  under  the  Securities  Act and the
Exchange Act; and

               (c)   furnish to the  Investor so long as the  Investor  owns
Registrable  Securities,  promptly  upon  request,  a written  statement  by the
Company that it has complied  with the reporting  requirements  of Rule 144, the
Securities  Act and the  Exchange  Act,  a copy of the  most  recent  annual  or
quarterly report of the Company and such other reports and documents so filed by
the Company and such other information as may be reasonably  requested to permit
the Investor to sell such securities pursuant to Rule 144 without Registration.

        8.  Amendment  of  Registration  Rights.  Any  provision  of this
Agreement  may be  amended  and the  observance  thereof  may be waived  (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  only with the written  consent of the Company and the Investor.
Any  amendment  of waiver  effected in  accordance  with this Section 8 shall be
binding upon the Investor and the Company.

        9.     Miscellaneous.

               (a)  If  the  Company  receives  conflicting  instructions,
notices or elections  from two or more  persons or entities  with respect to the
same  Registrable   Securities,   the  Company  shall  act  upon  the  basis  of
instructions,  notice or election  received  from the  registered  owner of such
Registrable Securities.

               (b)  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 his name in the Subscription  Agreement, or at such other address as
each such party  furnishes by notice given in accordance with this Section 9(b),
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.

               (c) 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.

               (d) 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.

               (e) 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.

               (f) This  Agreement  shall  inure to the  benefit  of and be
binding upon the successors and permitted assigns of each of the parties hereto.

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

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

               (i) 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.


                       SIGNATURES APPEAR ON FOLLOWING PAGE



        IN WITNESS  WHEREOF,  the parties have caused this  Agreement to be duly
executed by their  respective  officers  thereunto duly authorized as of the day
and year first above written.

                                            nSTOR TECHNOLOGIES, INC.



                                    By:________________________________________
                                         Jack Jaiven
                                         Vice President



                                   -------------------------------------------
                                   Name:_______________________________________
                                   Address:_____________________________________
                                   Telephone:___________________________________
                                   Facsimile:___________________________________