EXHIBIT 10.5

THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"),  NOR UNDER ANY STATE  SECURITIES LAW AND MAY NOT BE PLEDGED,  SOLD,
ASSIGNED OR TRANSFERRED UNTIL (i) A REGISTRATION  STATEMENT WITH RESPECT THERETO
IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE  STATE  SECURITIES LAW OR (ii) THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THIS NOTE, WHICH COUNSEL
IS SATISFACTORY TO THE COMPANY, THAT THE NOTE MAY BE PLEDGED,  SOLD, ASSIGNED OR
TRANSFERRED  WITHOUT  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE  ACT OR
APPLICABLE STATE SECURITIES LAW.

                        10% Subordinated Promissory Note

Amount: $450,000                                             Dated: June 7, 2001
                                                           San Diego, California

        nSTOR CORPORATION, INC. ("Company"), for value received, hereby promises
to pay on June 30, 2001,  10:00 a.m.,  local time  ("Maturity") to The Charlotte
Marden 1993 Trust or to its order or to such persons as the trust may  designate
from time to time  ("Holder")  in lawful money of the United  States of America,
upon Holder's  presentation  and surrender of this 10 % Subordinated  Promissory
Note ("Note") at the principal  office of the Company:  (i) the principal sum of
Four Hundred Fifty Thousand  Dollars  ($450,000) and (ii) interest on the amount
outstanding at the rate of ten percent (10 %) per annum.

        At the  option of the  Company,  any  payment  by the  Company  required
hereunder  may be made by check mailed to the Holder at the last address for the
Holder  appearing  on the records of the Company.  This Note may be prepaid,  in
whole or part without penalty, at any time after the date hereof.

1. No  Avoidance.  The Company  shall not, by  amendment of its  Certificate  of
Incorporation or through any reorganization,  transfer of assets, consolidation,
merger,  dissolution,  issuance  or sale of  securities  or any other  voluntary
action,  nor  shall  the  Holder,  by any  action,  avoid or seek to  avoid  the
performance of any of the provisions of this Note.

2.  Application  of Payments.  All payments  received  shall be applied first to
charges other than interest and  principal,  if any,  owing  hereunder,  then to
accrued interest then due, then to principal,  except that, after the occurrence
and during the continuation of any default under this Note, all amounts received
shall be applied in such order as Holder, in its sole discretion, may elect.

3. No Waiver.  The acceptance by Holder of any payment under this Note after the
date that such  payment  is due  shall not  constitute  a waiver of the right to
require prompt payment when due of future or succeeding payments or to declare a
default as herein  provided for any failure to so pay. The  acceptance by Holder
of the payment of a portion of any installment at any time that such installment
is due and payable in its  entirety  shall  neither  cure nor excuse the default
caused  by the  failure  to pay the  whole of such  installment  and  shall  not
constitute  a waiver of Holder's  right to require  full payment when due of all
future or succeeding installments.

4.  Subordination.  Indebtedness  evidenced by this Note shall be subordinate in
interest,  and in right of payment as to principal and accrued interest,  to the
payment of any and all "Senior  Indebtedness." "Senior Indebtedness" shall mean:
(i) all indebtedness owed to Wells Fargo Credit,  Inc., or any successor thereof
(the "Senior Lender"), whether or not secured, including, without limitation all
indebtedness   under  revolving  lines  of  credit  and  term  loans;  (ii)  all
obligations  to  reimburse  the Senior  Lender in respect of amounts  paid under
letters  of  credit,  acceptance  or other  similar  instruments;  and (iii) all
deferrals, renewals, extensions and refundings of, and amendments, modifications
and supplements to any of the Senior Indebtedness described above.

5.  Default.  In the event that the  Company:  (i) fails to make any  payment of
principal or interest  hereunder  when due and such default  shall  continue for
thirty (30) days after written notice thereof has been delivered to the Company;
(ii) files a petition  or is subject to  proceedings  for  protection  under any
bankruptcy,  receivership,  reorganization  or  insolvency  laws;  (iii) makes a
general  assignment of all or substantially all of its assets for the benefit of
its  creditors;  (iv) has a trustee or receiver  appointed for the Company,  its
assets or a substantial  portion of its assets; (v) is adjudicated by a court of
competent jurisdiction to be insolvent or bankrupt; or (vi) fails to observe any
of the covenants or agreements on the part of the Company contained in this Note
continuing  (without  being  waived or cured)  for a period of thirty  (30) days
after receipt from Holder of written notice of such failure (unless the issue of
whether  such  failure  has been cured is being  contested  in good faith by the
Company);  then the Holder may, by written  notice to the  Company,  declare the
outstanding  principal  amount of this Note to be  immediately  due and payable,
whereupon  the  outstanding  principal  amount hereof along with any accrued but
unpaid  interest  shall  become  and be  immediately  due  and  payable  without
presentment, demand, protest or notice of any kind and the Holder shall have all
rights and remedies provided under this Note.

6.  Transferability.  This Note has not been registered under the Securities Act
of 1933, as amended (the "Act"),  nor under any state securities law and may not
be pledged,  sold,  assigned or transferred until a registration  statement with
respect thereto is effective under the Act and any applicable  state  securities
law, or the Company receives an opinion of counsel to the Holder,  which counsel
is satisfactory to the Company, that the Note may be pledged,  sold, assigned or
transferred  without  an  effective  registration  statement  under  the  Act or
applicable state securities law.

7.  Registration.

          a. The Holder, by his acceptance of this Note, acknowledges that he is
     aware that this Note has not been  registered  under the  Securities Act of
     1933,  as amended  ("Act"),  or the  securities  laws of any state or other
     jurisdiction.

          b. The Holder  warrants  and  represents  to the  Company  that he has
     acquired  this Note for  investment  and not with a view to, or for sale in
     connection  with,  any  distribution  of this Note or with any intention of
     distributing or selling this Note

          c. The Holder has no right to demand  that the Company  register  this
     Note.

8. Severability.  In case any provision of this Note is held invalid, illegal or
unenforceable by a court of competent jurisdiction,  the validity,  legality and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

9. Choice of Law; Venue and Jurisdiction;  Legal Proceedings. This Note shall be
governed by and construed in  accordance  with the laws of the State of Florida,
without  reference to choice of law principles,  and the sole  jurisdiction  and
venue for any claim,  suit, or proceeding  brought in connection  with this Note
shall be Palm Beach County,  Florida.  In any suit, action or proceeding arising
out of or in connection  with this Note, the prevailing  party shall be entitled
to an award of the reasonable attorneys' fees and disbursements incurred by such
party in connection therewith.

10.  Business Day. If any interest  payment date or the Maturity date under this
Note shall not be a business day in the State of California, payment may be made
on the next  succeeding  day that is a business day in the State of  California,
and shall be deemed  hereunder as made on such interest payment date or maturity
date, notwithstanding any other provisions contained in this Note.

11. Notices. Unless otherwise provided herein, all demands,  notices,  consents,
requests  and other  communications  hereunder  shall be in writing and shall be
deemed to have been  given  when  delivered  in  person or mailed  first  class,
postage-paid,  addressed (i) if to the Company, to the Company's business office
in the State of California,  and (ii) if to the Holder,  at the last address for
the Holder listed on the records of the Company.

12.  Modification.  This Note represents the entire understanding of the parties
hereto  relating to the subject matter hereof,  and supersedes any and all other
prior  agreements  between the parties.  The terms and  provisions  of this Note
cannot be modified or amended  orally or by course of dealing or conduct,  or in
any  other  manner,  except  in a  writing  signed  by the  party  against  whom
enforcement is sought.

13.  Binding  Effect.  This Note shall be binding on and inure to the benefit of
the respective parties hereto and their successors and assigns.

14.  Compliance With Law. It is the  responsibility of the Holder to ensure that
all payments  received by the Holder comply with all tax,  securities  and other
applicable laws,  rules, and regulations of all applicable  authorities,  and to
provide the Company with any written  consents or other documents  necessary for
compliance with such laws, rules and regulations.


        IN WITNESS WHEREOF, the Company has caused this Note to be signed by its
authorized  officer and its corporate seal to be affixed  hereto,  as of this 7h
day of June 2001.

                                       NSTOR CORPORATION, INC.,

                                       a Delaware corporation

                                       By:/s/ M. Thomas Makmann
                                       Its: Vice President, Business Development