REGISTRATION RIGHTS AGREEMENT

        This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April
12,  2001  between  nSTOR  TECHNOLOGIES,   INC.,  a  Delaware  corporation  (the
"Company"),  and the  persons  set  forth  on the  signature  page  hereto  (the
"Investors").

                                    RECITALS

        In connection with the Exchange Agreements of even date herewith between
the  Investors  and the Company  (the  "Exchange  Agreements"),  the Company has
agreed, upon the terms and subject to the conditions of the Exchange Agreements,
to issue to the  Investors  shares of the  Company's  (i)  Series H  Convertible
Preferred  Stock (the "Series H Preferred  Stock") or (ii) Series I  Convertible
Preferred Stock (the "Series I Preferred  Stock"),  which are  convertible  into
shares of the Company's common stock,  $.05 par value per share ("Common Stock")
on  the  terms  and  subject  to  the  conditions  set  forth  in  the  relevant
Certificates  of Designation  for the Series H Preferred  Stock and the Series I
Preferred Stock. 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  conversion  of the  Series H  Preferred  Stock and the  Series I
Preferred Stock (collectively, the "Conversion 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  Investors  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  Conversion
Shares.

               (b)  Capitalized  terms  used  herein and not  otherwise  defined
herein shall have the respective meanings set forth in the Exchange 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 Investors
        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
        Investors of the  Registrable  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   Investors   (a   "Piggyback
        Registration"),  the  Company  shall give prompt  written  notice to the
        Investors  of its  intention  to  effect  such a  registration  and will
        include in such registration the Registrable Securities of the Investors
        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  Investors'  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  Investors  wish to offer and sell such
securities,  the  Investors  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 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  Investors  (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 Investors may reasonably  request in order to facilitate the  disposition
of the Registrable Securities owned by the Investors;

               (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  Investors  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  Investors 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
Investors as the Investors may reasonably request;

               (f) As  promptly  as  practicable  after  becoming  aware of such
event,  notify the  Investors  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 Investors 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  Investors,   any
underwriter  participating  in any  disposition  pursuant  to  the  Registration
Statement and any attorney,  accountant or other agent retained by the Investors
or underwriter  (collectively,  the  "Inspector"),  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  Investors  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 Investors until
and unless the  Investors 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
Investors  agree that they 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 Investors 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  Investors  is sought in or by a court or  governmental  body of
competent  jurisdiction  or  through  other  means,  give  prompt  notice to the
Investors,  to undertake,  at Investors' 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 Registrable  Securities is then
permitted  under the rules of such  exchange  or secure  designation  of all the
Registrable  Securities  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  Registrable  Securities  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 Registrable Securities;

               (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  Investors  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 Investors may reasonably
request; and

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

        4.     Obligations of the Investor.  In connection with the registration
of  the  Registrable   Securities,   the  Investors  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
an Investor  that the Investors  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 each Investor of the information the Company  requires from such Investor
(the "Requested Information").

               (b)  The  Investors  agree  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 Investors agree 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 Investors  will  immediately  discontinue  disposition of Registrable
Securities pursuant to the Registration  Statement until such Investors' receipt
of  the  copies  of the  supplemented  or  amended  prospectus  contemplated  by
Section3(e)  or 3(f) and, if so directed by the  Company,  the  Investors  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  Investors'
possession,  of the prospectus  covering such Registrable  Securities current at
the time of receipt of such notice.

               (d) In the event any Investor  determines  to engage the services
of  an  underwriter,  such  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  Investors  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 Investors,  any  underwriter (as defined in
the Securities Act) for any 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  Investors  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  Registrable  Securities 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 any  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  Investors.  In  connection  with  any  Registration
Statement  in which an  Investors  is  participating,  such  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  (each,  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 Investors
expressly for use in  connection  with such  Registration  Statement or (ii) the
Investors'  violation of Regulation M; and the Investors 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 Investors, 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  Registrable  Securities by the Investors.  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  Investors.  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  Person or  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 Registrable  Securities guilty of
fraudulent   misrepresentation  (within  the  meaning  of  Section11(f)  of  the
Securities Act) shall be entitled to contribution from any seller of Registrable
Securities  who  was  not  guilty  of  such  fraudulent   misrepresentation  and
contribution by any seller of Registrable  Securities shall be limited in amount
to the net amount of  proceeds  received  by such  seller  from the sale of such
Registrable Securities.

        7. Reports under  Exchange  Act. With a view to making  available to the
Investors  the benefits of Rule 144 or any other  similar rule or  regulation of
the SEC that may at any time  permit the  Investors  to sell  securities  of the
Company to the public  without  Registration,  until such time as the  Investors
have 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 each  Investor  so long  as such  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 Investors 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  Investors.  Any  amendment  of waiver
effected in  accordance  with this Section 8 shall be binding upon the Investors
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, with a copy to Larry Hemmerich, President of
nStor,  10140  Mesa  Rim  Road,  San  Diego,  California  92121,  and  if to the
Investors, at the address set forth under his, her or its name below, 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:  /s/ Jack Jaiven, as VP
                                               ------------------------
                                               Jack Jaiven
                                               Vice President

                                            INVESTORS


                                            THE CHARLOTTE MARDEN 1993 TRUST

                                            By:  /s/ Bernard Marden
                                               ---------------------------
                                                Bernard A. Marden, Trustee
                                                   1290 S. Ocean Boulevard
                                                   Palm Beach, Florida 33480


                                                 /s/ Kenneth Endelson
                                               ---------------------------
                                                Kenneth Endelson
                                                   1000 Clint Moore Road
                                                   Boca Raton, Florida 33487


                                            THE HERBERT GIMELSTOB FAMILY
                                            CHARITABLE FOUNDATION, INC.

                                            By:  /s/ Herbert Gimelstob
                                               ----------------------------
                                                Herbert Gimelstob, Director
                                                   2300 N.W. Corporate Boulevard
                                                   Suite 222
                                                   Boca Raton, Florida 33431


                                            HILCOAST DEVELOPMENT CORP.

                                            By:  /s/ H. Irwin Levy
                                               -------------------------------
                                                H. Irwin Levy, Chairman of the
                                                Board of Directors
                                                  100 Century Boulevard
                                                  West Palm Beach, Florida 33417


                                                 /s/ H. Irwin Levy
                                               -------------------------
                                                H. Irwin Levy
                                                   100 Century Boulevard
                                                   West Palm Beach, Florid 33417


                                            MLL CORP.

                                            By:  /s/ H. Irwin Levy
                                               --------------------------
                                                H. Irwin Levy
                                                Title:
                                                   100 Century Boulevard
                                                   West Palm Beach, Florid 33417


                                                /s/ Patrice Auld
                                              ---------------------------
                                               Patricia Auld
                                                   1137 Harvard Avenue Ease
                                                   Seattle, Washington 98102

                                                /s/ Bernard Marden
                                              -----------------------------
                                                Bernard Marden
                                                   1290 S. Ocean Boulevard
                                                   Palm Beach, Florida 33480

                                                /s/ Alan Miller
                                              ------------------------------
                                               Alan H. Miller
                                                   450 Royal Palm Way
                                                   Suite 400
                                                   Palm Beach, Florida 33480


                                                /s/ Larry Hemmerich
                                              ----------------------------
                                                Larry Hemmerich
                                                   10140 Mesa Rim Road
                                                   San Diego, California 92121


                                            SYKES FAMILY TRUST

                                            By:  /s/ W. David Sykes, Trustee
                                               --------------------------
                                                Name: W. David Sykes
                                                Title: Trustee
                                                Address: 2016 Ocean Front
                                                         Del Mar, CA 92014

                                            SYKES CHILDRENS TRUST OF 1993


                                            By:  /s/ James C Harlan III
                                               ---------------------------
                                                Name: James C. Harlan III
                                                Title: Trustee
                                                Address: 5415 Oberlin Drive
                                                         San Diego, CA 92121