EXHIBIT 10.2

               SECOND AMENDED AND RESTATED STOCK PLEDGE AGREEMENT


        This Second Amended and Restated Stock Pledge  Agreement is entered into
as of March  __,  2003 by  nStor  Technologies,  Inc.,  a  Delaware  corporation
("Pledgor") for the benefit of Bernard Marden, ("Pledgee Marden"), The Charlotte
Marden 1993 Trust  ("Pledgee  Trust"),  Alan Miller  ("Pledgee  Miller") and WRS
Advisors III LLC ("Pledgee WRS" and together with Pledgee Miller,  Pledgee Trust
and Pledgee Marden, the "Pledgees").

                                    RECITALS

        WHEREAS,  Pledgor is the record  and  beneficial  owner of the shares of
capital stock described in Exhibit A hereto (the "Pledged Securities") issued by
Stonehouse  Technologies,  Inc., a Texas corporation and Pledgor previously made
(i) that certain  promissory  note dated as of February 19, 2003 in the original
principal  amount of $700,000 in favor of Pledgee  Marden (the  "Initial  Marden
Note"),  and (ii) that certain  promissory note dated as of February 19, 2003 in
the original  principal  amount of $200,000 in favor of H. Irwin Levy  ("Levy"),
both of which  promissory  notes  were  secured  by that  certain  stock  pledge
agreement dated as of February 19, 2003 between Pledgor, Levy and Pledgee Marden
(the "Amended and Restated Stock Pledge Agreement");

        WHEREAS,  Levy has agreed to release  the Company of its  obligation  to
include him as a party under this agreement; and

        WHEREAS,  Pledgor has made (i) that certain promissory note of even date
herewith in the  original  principal  amount of  $1,700,000  in favor of Pledgee
Marden which amends and  restates the Initial  Marden Note (the "Marden  Note"),
(ii)  that  certain  promissory  note  of even  date  herewith  in the  original
principal amount of $500,000 in favor of Pledgee Trust (the "Trust Note"), (iii)
that certain  promissory  note of even date  herewith in the original  principal
amount of $250,000 in favor of Pledgee  Miller (the "Miller Note") and (iv) that
certain  promissory note of even date herewith in the original  principal amount
of $250,000 in favor of Pledgee WRS (the "WRS Note" and together with the Miller
Note, Marden Note and Trust Note, the "Notes"),  and as security for the payment
and  performance  when due of all of the  obligations of Pledgor under the Notes
(the "Secured Obligations"), the Pledgees are requiring that Pledgor execute and
deliver this Second  Amended and Restated Stock Pledge  Agreement  (which amends
and  restates the Amended and Restated  Stock  Pledge  Agreement)  and grant the
security interest contemplated hereby.

                               TERMS OF AGREEMENT

        NOW,  THEREFORE,  in  consideration  of the premises  and the  covenants
hereinafter  contained,  and to induce the  Pledgees to accept the Notes,  it is
agreed as follows:

        1. Definitions.  Unless otherwise  defined herein,  terms defined in the
Notes are used herein as therein  defined,  and the following shall have (unless
otherwise  provided  elsewhere in this Second  Amended and Restated Stock Pledge
Agreement)  the  following  respective  meanings  (such  meanings  being equally
applicable to both the singular and plural form of the terms defined):

        "Agreement"  shall mean this Second  Amended and  Restated  Stock Pledge
Agreement,  including all  amendments,  modifications  and  supplements  and any
exhibits or schedules to any of the foregoing,  and shall refer to the Agreement
as the same may be in effect at the time such reference becomes operative.

        "Bankruptcy  Code" shall mean Title 11,  United  States Code, as amended
from time to time, and any successor statute thereto.

        "Pledged  Collateral"  shall have the  meaning  assigned to such term in
Section 2 hereof.

        2. Pledge.  Pledgor hereby pledges,  conveys,  hypothecates,  mortgages,
assigns,  sets over,  delivers and grants to the Pledgees a security interest in
all of the following (collectively, the "Pledged Collateral"):

               2.1. The Pledged Securities and the certificates representing the
Pledged  Securities,  and all dividends,  distributions,  cash,  instruments and
other property or proceeds from time to time  received,  receivable or otherwise
distributed  in  respect  of or in  exchange  for  any or  all  of  the  Pledged
Securities; and

               2.2. All proceeds of any of the foregoing.

        3. Security for  Obligations.  This Agreement  secures,  and the Pledged
Collateral  is security for, the payment and  performance  of all of the Secured
Obligations.

        4. Delivery of Pledged  Collateral.  All  certificates  representing  or
evidencing  the Pledged  Securities  shall be  delivered  to the  Pledgees  upon
execution of this Agreement and held by the Pledgees  pursuant  hereto and shall
be accompanied by duly executed  instruments of transfer or assignment in blank,
all in form and substance satisfactory to the Pledgees.

        5.  Representations  and Warranties.  Pledgor represents and warrants to
the Pledgees that:

               5.1.  Pledgor  is,  and at the time of  delivery  of the  Pledged
Securities to the Pledgees pursuant to Section 4 hereof will be, the sole holder
of record and the sole beneficial owner of the Pledged Collateral.

               5.2.  Pledgor has the right and  requisite  authority  to pledge,
assign,  transfer,  deliver,  deposit and set over the Pledged Collateral to the
Pledgees as provided herein.

               5.3.  The  pledge,   assignment   and  delivery  of  the  Pledged
Collateral pursuant to this Agreement will create a valid first priority Lien on
and a first  priority  perfected  security  interest in the  Pledged  Collateral
pledged by  Pledgor,  and the  proceeds  thereof,  securing  the  payment of the
Secured Obligations.

        The  representations  and  warranties  set forth in this Section 5 shall
survive the execution and delivery of this Agreement.

        6. Distributions; Etc.

               6.1. Right of Pledgor to Receive Distributions. For so long as no
Event  of  Default  exists,  Pledgor  shall  have  the  right  to  receive  cash
distributions declared and paid with respect to the Pledged Collateral.  Any and
all stock  distributions  made on or in respect of Pledged  Collateral,  whether
resulting  from a  subdivision,  combination  or  reclassification  shall be and
become  part of the Pledged  Collateral  pledged  hereunder  and, if received by
Pledgor,  shall be received in trust for benefit of the Pledgees,  be segregated
from the other property and funds of Pledgor,  and shall  forthwith be delivered
to the Pledgees to be held subject to the terms of this Agreement.

               6.2. Holding Pledged Collateral. The Pledgees may hold any of the
Pledged Collateral, endorsed or assigned in blank. Until an Event of Default has
occurred,  the  Pledgees  shall not  transfer  to or register in the name of the
Pledgees or any other person, any or all of the Pledged Collateral. The Pledgees
acknowledge  and agree that until the Pledged  Collateral has been sold pursuant
to Section 7 hereof,  (i) Pledgor shall continue to be the  beneficial  owner of
the Pledged  Collateral  and (ii) Pledgor  shall be entitled to exercise any and
all voting and other  ownership  rights with respect to the Pledged  Collateral.
Pledgees shall have no right to transfer,  pledge, encumber or otherwise dispose
of the Pledged Collateral other than pursuant to Section 7 hereof.

        7. Remedies. Upon and after an Event of Default, the Pledgees shall have
the following rights and remedies:

               7.1.  Secured  Creditor.  All of the  rights  and  remedies  of a
secured party under the Uniform  Commercial  Code of the State where such rights
and remedies are asserted,  or under other  applicable  law, all of which rights
and remedies shall be cumulative,  and none of which shall be exclusive,  to the
extent permitted by law, in addition to any other rights and remedies  contained
in this Agreement.

               7.2.  Right of Sale.  (a) Except as set forth in  Section  7.2(b)
below,  any Pledgee may,  without  demand and without  advertisement,  notice or
legal  process of any kind  (except as may be  required by law) sell the Pledged
Collateral,  or any part  thereof at public or private  sale or at any  broker's
board or on any  securities  exchange,  for  cash,  upon  credit  or for  future
delivery as such Pledgee  shall deem  appropriate.  Each Pledgee and the Pledgor
agree that the proceeds  realized from the sale of any Pledged  Collateral shall
be (i) distributed  pro rata to each Pledgee based on the outstanding  principal
balance of, and accrued but unpaid  interest  on, each  Pledgee's  Note and (ii)
applied first against  unpaid  interest  accrued on each Note and then to reduce
the principal thereof.

        (b)  Notwithstanding  anything to the contrary set forth herein,  to the
extent that either  Pledgee is entitled,  pursuant to Section  7.2(a) above,  to
sell all or any portion of the Pledged Collateral (the "Selling Pledgee"),  such
Selling Pledgee shall provide written notice (the "Selling Notice") to the other
Pledgee (the "Other  Pledgee") of such Selling  Pledgee's intent to exercise its
sale  right.  The Other  Pledgee  may,  in its sole  discretion,  to the  extent
permitted under the terms of the Selling  Pledgee's Note,  elect to purchase the
Selling Pledgee's Note for an amount equal to the outstanding  principal balance
of,  and  accrued  but  unpaid  interest  on, the  Selling  Pledgee's  Note (the
"Purchase Price"),  by delivering written notice of such election to the Selling
Pledgee  as soon as  practicable  but in any event  within  twenty  (20) days of
receipt of the Selling  Notice.  If the Other  Pledgee  elects to  purchase  the
Selling  Pledgee's  Note and such purchase is not prohibited by the terms of the
Selling  Pledgee's  Note,  (i) the Other  Pledgee  shall  deliver to the Selling
Pledgee the Purchase Price,  (ii) the Selling Pledgee shall deliver to the Other
Pledgee the original  Selling  Pledgee's  Note,  together with all  certificates
representing  or  evidencing  the  Pledged  Securities  and  the  duly  executed
instruments of transfer or assignment in blank, to the extent such  certificates
and transfer or assignment documents are in such Selling Pledgee's possession or
control,  and (iii) the Company shall continue to be liable to the Other Pledgee
for all amounts  previously  owed to the Selling  Pledgee under the terms of the
Selling Pledgee's Note and all such amounts owed to the Other Pledgee under both
the Selling  Pledgee's Note and the Other Pledgee's Note shall be secured by the
Pledged Collateral pursuant to the terms of this Agreement.

               7.3. Notice. In addition thereto,  Pledgor further agrees that in
the event that notice is necessary under  applicable law,  written notice mailed
to Pledgor in the manner  specified in Section 13 hereof  twenty (20) days prior
to the date of the disposition of the Pledged Collateral subject to the security
interest created herein at any such public sale or sale at any broker's board or
on any such securities  exchange,  or prior to the date after which private sale
or any  other  disposition  of  said  Pledged  Collateral  will be  made,  shall
constitute commercially reasonable and fair notice.

        8. Waiver.  No delay on the Pledgees'  part in  exercising  any power of
sale, lien,  option or other right hereunder,  and no notice or demand which may
be given to or made upon  Pledgor by the  Pledgee  with  respect to any power of
sale, lien, option or other right hereunder,  shall constitute a waiver thereof,
or limit or impair the  Pledgees'  right to take any action or to  exercise  any
power of sale, Lien,  option,  or any other right  hereunder,  without notice or
demand, or prejudice the Pledgees' rights as against Pledgor in any respect.

        9.  Assignment.  The Pledgees may not assign this Agreement  without the
prior written consent of the Pledgor.

        10.  Termination.  This Agreement  shall  terminate and be of no further
force  or  effect  with  respect  to a  Pledgee  at  such  time  as the  Secured
Obligations  owed to such Pledgee shall be paid and performed in full. Upon such
termination of this  Agreement  with respect to a Pledgee,  (i) in the event the
Secured  Obligations  owed to such  Pledgee  are paid  and/or  satisfied  by the
Pledgor,  such Pledgee shall deliver to Pledgor the Pledged  Collateral  and all
instruments of assignment  executed in connection  therewith,  free and clear of
the liens hereof and,  except as  otherwise  provided  herein,  all of Pledgor's
obligations  hereunder with respect to such Pledgee under this  Agreement  shall
terminate  at such time and (ii) in the event the  Secured  Obligations  owed to
such Pledgee are paid and/or  satisfied by the Other Pledgee pursuant to Section
7.2(b) of this Agreement, all of Pledgor's obligations hereunder with respect to
such Pledgee  under this  agreement  shall  terminate at such time and Pledgor's
obligations hereunder shall be solely with respect to the Other Pledgee.

        11.  Miscellaneous.  This  Agreement  shall be binding  upon Pledgor and
Pledgor's  successors  and  assigns,  and shall  inure to the benefit of, and be
enforceable  by, the Pledgees  and their  successors  and assigns,  and shall be
governed by, and construed and enforced in accordance with, the internal laws in
effect in the State of  Florida,  and none of the  terms or  provisions  of this
Agreement  may be waived,  altered,  modified or amended  except in writing duly
signed for and on behalf of the Pledgees and Pledgor.

        12.  Severability.  If for any reason any provision or provisions hereof
are  determined  to be invalid and contrary to any existing or future law,  such
invalidity  shall not impair the  operation of or affect those  portions of this
Agreement which are valid.

        13.  Notices.  Except  as  otherwise  provided  herein,  whenever  it is
provided herein that any notice, demand, request, consent, approval, declaration
or  other  communication  shall or may be  given  to or  served  upon any of the
parties by any other party,  or whenever  any of the parties  desires to give or
serve upon any other a communication  with respect to this Agreement,  each such
notice, demand, request, consent,  approval,  declaration or other communication
shall  be in  writing  and  shall be  sufficient  if sent by  overnight  mail or
courier,  postage prepaid, and addressed as follows: (a) if to the Pledgees,  to
the  addresses  set forth below or to such  addresses as Pledgees may  hereafter
from time to time notify to the  Pledgor in writing  for the  purposes of notice
hereunder,  and (b) if to  Pledgor,  to the  address  set forth below or to such
address as Pledgor may  hereafter  from time to time  notify to the  Pledgees in
writing for the purposes of notice hereunder.

        14. Section Titles.  The Section titles  contained in this Agreement are
and shall be without  substantive  meaning or content of any kind whatsoever and
are not a part of the agreement between the parties hereto.

        15.  Counterparts.  This  Agreement  may be  executed  in any  number of
counterparts,   which  shall,   collectively  and  separately,   constitute  one
agreement.


                      [SIGNATURES APPEAR ON FOLLOWING PAGE]


               IN WITNESS  WHEREOF,  this Agreement has been duly executed under
seal as of the date first written above.


                                            nSTOR TECHNOLOGIES, INC.

                                            By: /s/ Jack Jaiven
                                            Name: Jack Jaiven

                                            Address for Notices:
                                            100 Century Boulevard
                                            West Palm Beach, Florida 33417
                                            Attn: H. Irwin Levy

                                            By: /s/ Bernard Marden
                                            Bernard Marden

                                            Address for Notices:
                                            1290 South Ocean Boulevard
                                            Palm Beach, Florida 33480

                                            By: /s/ Alan Miller
                                            Alan Miller

                                            Address for Notices:
                                            450 Royal Palm Way
                                            Suite 400
                                            Palm Beach, Florida 33480

                                            WRS Advisors III LLC

                                            By: /s/ William Mack 3/27/03
                                            Name William Mack

                                            Address for Notices:
                                            1301 Avenue of the Americas
                                            38th Floor
                                            New York, New York 10019
                                            Attn: William Mack

                                            The Charlotte Marden 1993 Trust

                                            By:  Its trustee /s/ Bernard Marden
                                            Name Bernard Marden

                                            Address for Notices:
                                            1290 South Ocean Boulevard
                                            Palm Beach, Florida 33480
                                            Attn: Bernard Marden


                                    EXHIBIT A
                    to the Second Amended and Restated Stock Pledge Agreement


        Attached  to and  forming  a part of that  certain  Second  Amended  and
Restated  Stock  Pledge  Agreement  dated as of March  __,  2003,  executed  and
delivered by nStor  Technologies,  Inc. to Bernard Marden,  The Charlotte Marden
1993 Trust, Alan Miller and WRS Advisors III LLC.



         Issuer              Class of Stock    Certificate No.  Number of Shares

Stonehouse Technologies, Inc.     Common              9             16,000,000