EXHIBIT 4.1


Certificate of Designation of Series A
Convertible Preferred Stock of
nStor Technologies, Inc.


It is certified that:

     A.   The name of the company is nStor Technologies, Inc., a
Delaware corporation (hereinafter the "Company").

     B.   The certificate of the incorporation of the Company, as
amended, authorizes the issuance of one million (1,000,000)
shares of shares of Preferred Stock, $.01 par value per share,
and expressly vests in the Board of Directors of the Company the
authority provided therein to issue all of said shares in one or
more series and by resolution or resolutions to establish the
designation and number and to fix the relative rights and
preferences of each series to be issued.  

     C.   The Board of Directors of the Company, pursuant to the
authority expressly vested in it, has adopted the following
resolutions creating a class of Series A Convertible Preferred
Stock:

     RESOLVED, that a portion of the one million (1,000,000)
authorized shares of Preferred Stock of the Company shall be
designated as a separate series possessing the rights and
preferences set forth below:

     1.   Designation and Amount.  The shares of such series
shall have a par value of $.01 per share and shall be designated
as Series A Preferred Stock (the "Series A Preferred Stock") and
the number of shares constituting the Series A Preferred Stock
shall be Four Thousand (4,000).  The Company may issue fractional
shares of Series A Preferred Stock.  Each whole share of Series A
Preferred Stock shall have a stated value of Six Hundred Dollars
($600) (the "Stated Value").  

     2.   Dividends.  The holders of the outstanding shares of
Series A Preferred Stock shall be entitled to receive dividends
at an annual rate of eight percent (8%) of the Stated Value as
permitted by law.  Such dividends shall be payable quarterly
beginning September 1, 1998 and with dividends accrued
from July 7, 1998.  Such dividends shall be cumulative, whether
or not there are profits, surplus or other funds of the Company
legally available for the payment of dividends.  If there shall
not have been a sum sufficient for the payment therefor set
apart, the deficiency shall first be paid before any dividend or
other distribution shall be paid or declared and set apart with
respect to any other class of the Company's capital stock, now or
hereafter outstanding.  All accrued dividends shall be
immediately due and payable on the outstanding shares of Series A
Preferred Stock on the date such shares of Series A Preferred
Stock are converted into shares of common stock, par value $.05
per share, ("Common Stock") in accordance with Section 5 hereof,
which date shall be the "Conversion Date"   Dividends may be paid
in cash or additional shares of Common Stock of the Company, as
may be determined, from time to time, in the sole discretion of
the Board of Directors.


     3.   Liquidation, Dissolution or Winding Up.

          (a)  In the event of any liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary,
before any distribution may be made with respect to the Common
Stock or any other series of capital stock issued after the date
hereof, holders of each share of Series A Preferred Stock shall
be entitled to be paid out of the assets of the Company available
for distribution to holders of the Company's capital stock of all
classes, whether such assets are capital, surplus, or capital
earnings, such amount per share of Series A Preferred Stock as
would have been payable had each such share been converted into
Common Stock immediately prior to such event of liquidation,
dissolution or winding up pursuant to the provisions of Section 5
(collectively, the "Liquidation Amount").
  
          (b)  If the assets of the Company available for
distribution to its shareholders shall be insufficient to pay the
holders of shares of Series A Preferred Stock the full amount of
the Liquidation Amount to which they shall be entitled, the
holders of shares of Series A Preferred Stock shall share
ratably in any distribution of assets according to the amounts
which would be payable with respect to the shares of Series A
Preferred Stock held by them upon such distribution if all
amounts payable on or with respect to said shares were paid in
full.

          (c)  After the payment of the Liquidation Amount shall
have been made in full to the holders of the Series A Preferred
Stock or funds necessary for such payment shall have been set
aside by the Company in trust for the account of holders of the
Series A Preferred Stock so as to be available for such payments,
the holders of the Series A Preferred Stock shall be entitled to
no further participation in the distribution of the assets of the
Company, and the remaining assets of the Company legally
available for distribution to its shareholders shall be
distributed among the holders of other classes of securities of
the Company in accordance with their respective terms.


     4.   Voting Power.  Except as otherwise expressly provided
in Section 7 hereof, or as required by law, each holder of Series
A Preferred Stock shall be entitled to vote on all matters and
shall be entitled to that number of votes equal to the largest
number of shares of Common Stock into which such holder's shares
of Series A Preferred Stock could be converted, pursuant to the
provisions of Section 5 hereof, at the record date for the
determination of shareholders entitled to vote on such matter or,
if no such record date is established, at the date such vote is
taken or any written consent of shareholders is solicited. 
Except as otherwise expressly provided herein or as required by
law, the holders of shares of Series A Preferred Stock and Common
Stock shall vote together as a single class on all matters.  The
holders of the Common Stock shall not take any action by written
consent without the prior written consent of the holders of a
majority of the Series A Preferred Stock.


     5.   Conversion Rights for the Series A Preferred Stock. 
The holders of Series A Preferred Stock shall have conversion
rights as follows ("Conversion Rights"):

          (a)  Right to Convert.  Each holder of Series A
Preferred Stock shall be entitled (at the times and in the
amounts set forth below) to convert, in whole or in part, in
multiples of one hundred (100) shares, shares of Series A
Preferred Stock, at the option of the holder.

          (b)  Conversion Rate.  From July 7, 1999, each share of
Series A Preferred Stock may be converted into One Thousand
(1,000) fully-paid and non-assessable shares of Common Stock.

          (c)  Automatic Conversion.  Each share of Series A
Preferred Stock that shall not have been converted before 5:00
p.m. New York time on July 7, 2000 shall automatically convert
into Common Stock on such date as set forth in Section 5(b).

          (d)  Stock Reclassifications; Stock Splits,
Combinations and Dividends. If the Common Stock issuable upon the
conversion of the Series A Preferred Stock shall be changed into
the same or different number of shares of any class or classes of
stock, whether by reclassification, stock split, stock dividend,
or similar event, then and in each such event, the holder of each
share of Series A Preferred Stock shall have the right thereafter
to convert such share into the kind and amount of shares of stock
and other securities and property receivable upon such capital
reorganization, reclassification or other change which such
holder would have received had its shares of Series A Preferred
Stock been converted immediately prior to such capital
reorganization, reclassification or other change.

          (e)  Capital Reorganization, Merger or Sale of Assets.
If at any time or from  time to time there shall be a capital
reorganization of the Common Stock (other than a subdivision,
combination, reclassification or exchange of shares provided for
in Section 5(d) above) or a merger or consolidation of the
Company with or into another corporation, or the sale of all or
substantially all of the Company's properties and assets to any
other person, or any transaction or series of related
transactions in which more than fifty percent (50%) of the
outstanding voting securities of the Company (on an as converted
basis) is sold or assigned (any of which events is herein
referred to as a "Reorganization"), then as a part of such
Reorganization, provision shall be made so that the holders
of the Series A Preferred Stock shall thereafter be entitled to
receive upon conversion of the Series A Preferred Stock, the
number of shares of stock or other securities or property of the
Company, or of the successor corporation resulting from such
Reorganization, to which such holder would have been entitled
if such holder had converted its shares of Series A Preferred
Stock immediately prior to such Reorganization. In any such case,
appropriate adjustment shall be made in the application of the
provisions of this Section 5 with respect to the rights of the
holders of the Series A Preferred Stock after the Reorganization,
to the end that the provisions of this Section 5 (including
adjustment of the number of shares issuable upon conversion of
the Series A Preferred Stock) shall be applicable after that
event in as nearly equivalent a manner as may be practicable.

          (f)  Issuance of Certain Common Stock Below Conversion
Price.

               (i)  In case the Company, after the date hereof,
shall issue or sell shares of Common Stock at a price of less
than $0.60 per share of Common Stock (other than upon exercise of
options to purchase common stock issued to employees of the
Company pursuant to an employee stock option or similar plan or
upon exercise or conversion of securities that are convertible or
exchangeable into Common Stock and that are outstanding as of
July 7, 1998), then in each case the number of shares of Common
Stock issuable upon the conversion of all Series A Preferred
Stock shall be increased in a manner determined by multiplying
the number of shares of Common Stock theretofore issuable upon
the conversion of all of the Series A Preferred Stock then
outstanding by a fraction, of which the numerator shall be the
number of shares of Common Stock outstanding immediately prior to
the sale or issuance plus the number of additional shares of
Common Stock offered for sale and of which the denominator shall
be the number of shares of Common Stock outstanding immediately
prior to the sale or issuance plus the number of shares of Common
Stock which the aggregate consideration to be received by the
Company in connection with such sale or issuance would purchase
at $0.60 per share.

               (ii) In case the Company shall issue or sell
shares of Common Stock in exchange for property other than cash
or its equivalent, then in determining the "price per share of
Common Stock" and the "consideration" receivable by or payable to
the Company for purposes of this Section 5(f), the Board of
Directors of the Company shall determine, in good faith, the fair
value of such property.


               (iii)     Any increase of the number of shares of
Common Stock issuable upon conversion of the Series A Preferred
Stock then outstanding made pursuant to this Section 5(f) shall
be allocated among such shares of Series A Preferred Stock on a
pro rata basis.

          (g)  Exercise of Conversion Rights.  

               (i)  Holders of Series A Preferred Stock may
exercise their right to convert the Series A Preferred Stock by
telecopying an executed and completed Notice of Conversion to the
Company and delivering the original Notice of Conversion and the
certificate representing the Series A Preferred Stock by express
courier.  Each business day on which a Notice of Conversion is
telecopied to and received by the Company along with a copy of
the originally executed Series A Preferred Stock certificates in
accordance with the provisions hereof shall be deemed a
"Conversion Date."  For purposes hereof, the term "business day"
refers the hours between 9:00 a.m. and 5:00 p.m. on any day on
which banks are open for business in Palm Beach County, Florida. 
Provided that the Company has received the original Notice of
Conversion and Series A Preferred Stock certificate being so
converted, the Company will transmit, or instruct its transfer
agent to transmit, the certificates representing shares of Common
Stock issuable upon conversion of any share of Series A Preferred
Stock (together with the certificates representing the Series A
Preferred Stock not so converted) to the holder thereof via
express courier, by electronic transfer or otherwise, three
business days after the receipt by the Company of the original
Series A Preferred Stock Certificate representing the shares
being converted.  In addition to any other remedies which may be
available to the holders of shares of Series A Preferred Stock,
in the event that the Company fails to deliver, or has failed to
contact its transfer agent to deliver, such shares of Common
Stock within such three (3) business day period, the holder will
be entitled to revoke the relevant Notice of Conversion by
delivering a notice to such effect to the Company whereupon the
Company and the holder shall each be restored to their respective
positions immediately prior to delivery of such Notice of
Conversion.  The Notice of Conversion and Series A Preferred
Stock certificates representing the portion of the Series A
Preferred Stock converted shall be delivered to the following
address:

               nSTOR TECHNOLOGIES, INC.
               100 Century Blvd.
               West Palm Beach, FL  33417
               Fax:      (561) 640-3160


          (h)  Lost or Stolen Certificates.  Upon receipt by the
Company of evidence of the loss, theft, destruction or mutilation
of any Series A Preferred Stock certificate(s), and (in the case
of loss, theft or destruction) of indemnity or security
reasonably satisfactory to the Company, and upon the cancellation
of the Series A Preferred Stock certificate(s), if mutilated, the
Company shall execute and deliver new certificates for Series A
Preferred Stock of like tenure and date.  However, the Company
shall not be obligated to reissue such lost or stolen
certificates for shares of Series A Preferred Stock if the holder
contemporaneously requests the Company to convert such Series A
Preferred Stock into Common Stock.  

          (i)  Fractional Shares.  The Company may, if it so
elects, issue fractional shares of Common Stock upon the
conversion of shares of Series A Preferred Stock.  If the Company
does not elect to issue fractional shares, the Company shall pay
to the holder of the shares of Series A Preferred Stock which
were converted a cash adjustment in respect of such fractional
shares in an amount equal to the same fraction of the market
price per share of the Common Stock (as determined in a
reasonable manner prescribed by the Board of Directors) as of the
close of business on the Conversion Date.  The determination as
to whether any fractional shares are issuable shall be based upon
the total number of shares of Series A Preferred Stock being
converted at any one time by any holder thereof, not upon each
share of Series A Preferred Stock being converted.

          (j)  Partial Conversion.  In the event some but not all
of the shares of Series A Preferred Stock represented by a
certificate or certificates surrendered by a holder are
converted, the Company shall execute and deliver to or to the
order of the holder, at the expense of the Company, a new
certificate representing the number of shares of Series A
Preferred Stock which were not converted.

          (k)  Reservation of Common Stock.  The Company shall at
all times reserve and keep available out of its authorized but
unissued shares of Common Stock, solely for the purpose of
effecting the conversion of the shares of the Series A Preferred
Stock, such number of its shares of Common Stock as shall from
time to time be sufficient or as may be available to effect the
conversion of all outstanding shares of the Series A Preferred
Stock, and if at any time the number of authorized but unissued
shares of Common Stock shall not be sufficient to effect the
conversion of all the then outstanding shares of the Series A
Preferred Stock, the Company shall use its best efforts to take
such corporate action as may be necessary to increase its
authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purpose.

     6.   No Reissuance of Series A Preferred Stock.  Any share
or shares of Series A Preferred Stock acquired by the Company by
reason of redemption, purchase, conversion or otherwise shall be
cancelled, shall return to the status of authorized but unissued
preferred stock of no designated series, and shall not be
reissuable by the Company as Series A Preferred Stock.


     7.   Restrictions and Limitations.

          (a)  Corporate Securities Action.  Except as expressly
provided herein or as required by law, so long as any shares of
Series A Preferred Stock remain outstanding, the Company shall
not, and shall not permit any subsidiary (which shall mean any
corporation, association or other business entity for which the
Company and/or any of its other subsidiaries directly or
indirectly owns at the time more than fifty percent (50%) of the
outstanding voting shares, or more than 50% of the combined
voting power of the outstanding voting shares, of such
corporation or trust), without the approval by vote or written
consent by the holders of at least a majority of the then
outstanding shares of Series A Preferred Stock, voting as a
separate class, to take any action, or fail to take any action,
which would adversely affect the rights of the holders of Series
A Preferred Stock.

          (b)  Amendments to Charter.  Without limiting the
generality of the preceding paragraph, the Company shall not
amend its articles of incorporation without the approval by the
holders of at least a majority of the then outstanding shares of
Series A Preferred Stock if such amendment would:

               (i)  change the relative seniority rights of the
holders of Series A Preferred Stock as to the payment of
dividends in relation to the holders of any other capital stock
of the Company, or create any other class or series of capital
stock entitled to seniority as to the payment of dividends in
relation to the holders of Series A Preferred Stock;

               (ii) reduce the amount payable to the holders of
Series A Preferred Stock upon the voluntary or involuntary
liquidation, dissolution or winding up of the Company, or change
the relative seniority of the liquidation preferences of the
holders of Series A Preferred Stock to the rights upon
liquidation of the holders of other capital stock of the Company,
or change the dividend rights of the holders of Series A
Preferred Stock;

               (iii)     cancel or modify the conversion rights
of the holders of Series A Preferred Stock provided for in
Section 5 herein;

                (iv)     cancel or modify the rights of the
holders of the Series A Preferred Stock provided for in this
Section 7.


     8.   No Dilution or Impairment.  The Company shall not, by
amendment of its articles of incorporation or through any
reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of
any of the terms of the Series A Preferred Stock set forth
herein, but shall at all times in good faith assist in the
carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate in order to protect
the rights of the holders of the Series A Preferred Stock against
dilution or other impairment.  Without limiting the generality of
the foregoing, the Company (a) shall not increase the par value
of any shares of stock receivable on the conversion of the Series
A Preferred Stock above the amount payable therefor on such
conversion, (b) shall take all such action as may be necessary or
appropriate in order that the Company may validly and legally
issue fully-paid and non-assessable shares of stock on the
conversion of all Series A Preferred Stock from time to time
outstanding, and (c) shall not consolidate with or merge into any
other person or permit any such person to consolidate with or
merge into the Company (if the Company is not the surviving
person), unless such other person shall expressly assume in
writing and will be bound by all of the terms of the Series A
Preferred Stock set forth herein.

     9.   Notices of Record Date.  In the event of:

          (a)  any taking by the Company of a record of the
holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend or
other distribution, or any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, or

          (b)  any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the
Company, any merger of the Company, or any transfer of all or
substantially all of the assets of the Company to any other
corporation, or any other entity or person, or

          (c)  any voluntary or involuntary dissolution,
liquidation or winding up of the Company.  Then and in each such
event the Company shall mail or cause to be mailed to each holder
of Series A Preferred Stock a notice specifying (i) the date on
which any such record is to be taken for the purpose of such
dividend, distribution or right and a description of such
dividend, distribution or right, (ii) the date on which any such
reorganization, reclassification, recapitalization, transfer,
merger, dissolution, liquidation or winding up is expected to
become effective and (iii) the time, if any, that is to be fixed,
as to when the holders of record of Common Stock (or other
securities) shall be entitled to exchange their shares of Common
Stock (or other securities) for securities or other property
deliverable upon such reorganization, reclassification,
recapitalization, transfer, merger, dissolution, liquidation or
winding up.  Such notice shall be mailed at least ten (10)
business days prior to the date specified in such notice on which
such action is to be taken.


Signed on September  30 , 1998.

    /s/ Mark Levy
_________________________________________
     Mark Levy, Vice President




EXHIBIT 4.2



Certificate of Designation of Series B 
Convertible Preferred Stock
of
nStor Technologies, Inc.


It is certified that:

     A.   The name of the company is nStor Technologies, Inc., a
Delaware corporation (hereinafter the "Company").

     B.   The certificate of the incorporation of the Company, as
amended, authorizes the issuance of one million (1,000,000)
shares of Preferred Stock, $.01 par value per share, and
expressly vests in the Board of Directors of the Company the
authority provided therein to issue all of said shares in one or
more series and by resolution or resolutions to establish the
designation and number and to fix the relative rights and
preferences of each series to be issued.  

     C.   The Board of Directors of the Company, pursuant to the
authority expressly vested in it, has adopted the following
resolutions creating a class of Series B Convertible Preferred
Stock:

     RESOLVED, that a portion of the one million (1,000,000)
authorized shares of Preferred Stock of the Company shall be
designated as a separate series possessing the rights and
preferences set forth below:

     1.   Designation and Amount.  The shares of such series
shall have a par value of $.01 per share and shall be designated
as Series B Preferred Stock (the "Series B Preferred Stock") and
the number of shares constituting the Series B Preferred Stock
shall be Three Thousand Five Hundred (3,500).  The Series B
Preferred Stock shall be issued in exchange for the shares of the
Company's Series A Preferred Stock outstanding on June 1, 1998,
on a one-for-one basis.  As used herein, the term "Purchase
Price" shall mean One Thousand Dollars ($1,000) per share.  

     2.   Dividends.  The holders of the outstanding shares of
Series B Preferred Stock shall be entitled to receive, out of
funds legally available therefor, dividends at an annual rate of
eight percent (8%) of the Purchase Price.  Such dividends shall
be deemed to accrue on the Series B Preferred Stock and be
cumulative, whether or not there are profits, surplus or other
funds of the Company legally available for the payment of
dividends.  If there shall not have been a sum sufficient for the
payment therefor set apart, the deficiency shall first be paid
before any dividend or other distribution shall be paid or
declared and set apart with respect to any other class of the
Company's capital stock, now or hereafter outstanding.  All
accrued dividends shall be immediately due and payable on the
outstanding shares of Series B Preferred Stock on the date such
shares of Series B Preferred Stock are converted into shares of
common stock par value $.05 per share ("Common Stock") in
accordance with Section 5 hereof, which date shall be the
"Conversion Date".  Dividends may be paid in cash or additional
shares of Common Stock of the Company, as may be determined, from
time to time, in the sole discretion of the Board of Directors. 
The Company shall not be required to pay any dividend on any
outstanding shares of the Series B Preferred Stock prior to the
Conversion Date for such shares.    

     3.   Liquidation, Dissolution or Winding Up

          (a)  Treatment at Liquidation, Dissolution or Winding
Up.  In the event of any liquidation, dissolution or winding up
of the Company, whether voluntary or involuntary, before any
distribution may be made with respect to the Common Stock or any
other series of capital stock, holders of each share of Series B
Preferred Stock shall be entitled to be paid out of the assets of
the Company available for distribution to holders of the
Company's capital stock of all classes, whether such assets are
capital, surplus, or capital earnings, such amount per share of
Series B Preferred Stock as would have been payable had each such
share been converted into Common Stock immediately prior to such
event of liquidation, dissolution or winding up pursuant to the
provisions of Section 5 (collectively, the "Liquidation Amount").

          (b)  If the assets of the Company available for
distribution to its shareholders shall be insufficient to pay the
holders of shares of Series B Preferred Stock the full amount of
the Liquidation Amount to which they shall be entitled, the
holders of shares of Series B Preferred Stock shall share ratably
in any distribution of assets according to the amounts which
would be payable with respect to the shares of Series B Preferred
Stock held by them upon such distribution if all amounts payable
on or with respect to said shares were paid in full.

          (c)  After the payment of the Liquidation Amount shall
have been made in full to the holders of the Series B Preferred
Stock or funds necessary for such payment shall have been set
aside by the Company in trust for the account of holders of the
Series B Preferred Stock so as to be available for such payments,
the holders of the Series B Preferred Stock shall be entitled to
no further participation in the distribution of the assets of the
Company, and the remaining assets of the Company legally
available for distribution to its shareholders shall be
distributed among the holders of other classes of securities of
the Company in accordance with their respective terms.

     4.   Voting Power.  Except as otherwise expressly provided
in Section 8 hereof, or as required by law, each holder of Series
B Preferred Stock shall be entitled to vote on all matters and
shall be entitled to that number of votes equal to the largest
number of shares of Common Stock into which such holder's shares
of Series B Preferred Stock could be converted, pursuant to the
provisions of Section 5 hereof, at the record date for the
determination of shareholders entitled to vote on such matter or,
if no such record date is established, at the date such vote is
taken or any written consent of shareholders is solicited. 
Except as otherwise expressly provided herein or as required by
law, the holders of shares of Series B Preferred Stock and Common
Stock shall vote together as a single class on all matters.  The
holders of the Common Stock shall not take any action by written
consent without the prior written consent of the holders of a
majority of the Series B Preferred Stock.

     5.   Conversion Rights for the Series B Preferred Stock. 
The holders of Series B Preferred Stock shall have conversion
rights as follows ("Conversion Rights"):

          (a)  Right to Convert.  Each holder of Series B
Preferred Stock shall be entitled (at the times and in the
amounts set forth below) to convert, in whole or in part, in
multiples of one hundred (100) shares, shares of Series B
Preferred Stock, at the option of the holder, as follows:

               (i)    Provided a registration statement (the
"Registration Statement") covering the shares of Commmon Stock
issuable upon the conversion of such shares of Series B Preferred
Stock has been declared effective by the Securities and Exchange
Commission:


          (A)       up to one-third (1/3) of the shares of Series
B Preferred Stock initially issued to such holder at any time
after the effective date of the Registration Statement (the
"Registration Date") and any time thereafter;

          (B)       up to an additional one-third (1/3) of the
shares of Series B Preferred Stock initially issued to such
holder at any time beginning sixty (60) days following the
Registration Date, and at any time thereafter; and 

          (C)       up to an additional one-third (1/3) of the
shares of Series B Preferred Stock initially issued to such
holder at any time beginning ninety (90) days following the
Registration Date, and any time thereafter.

               (ii)     In the event no Registration Statement has
been declared effective on or before July 14, 1998, one hundred
percent (100%) of the shares of Series B Preferred Stock
initially issued to such holder on July 14, 1998.


          (b)  Conversion Rate.  Each share of Series B Preferred
Stock may be converted into the number of fully-paid and
non-assessable shares of Common Stock of the Company calculated
in accordance with the following formula ("Conversion Rate"):

     Subject to the provisions of Section 6, the number of shares
issuable upon conversion of one (1) share of Series B Preferred
Stock shall equal:

Purchase Price
Conversion Price

where, 

          (i)  the Purchase Price is defined in Section 1 hereof;

          (ii) the Conversion Price shall equal the lesser of (x)
 .77 times the average Closing Bid Price as that term is defined
below, of the Common Stock for the three (3) trading days
immediately preceding the Conversion Date, as defined below, or
(y) $1.44;

          (iii)     for purposes hereof the term "Closing Bid
Price" shall mean the Closing Bid Price for the Common Stock on
the American Stock Exchange, or if the Common Stock is no longer
traded on the American Stock Exchange, the Closing Bid Price on
the principle national securities exchange on which the Common
Stock is traded, or the Nasdaq National Market System, and, if
not available, the mean of the high and low prices on such
principle national securities exchange or the Nasdaq National
Market System.

          (iv) In the event the Common Stock is involuntarily
delisted from the American Stock Exchange and continues to be so
delisted on the Conversion Date, or the Company receives a
delisting letter and cannot certify to the satisfaction of the
holders of the Series B Preferred Stock that the Company is in
fact in compliance with the listing requirements of the American
Stock Exchange, the Conversion Price shall be equal to .72 times
the average Closing Bid Price for the last three (3) trading days
prior to the termination of trading, or $1.44, whichever is less.

          (v)  Notwithstanding anything herein to the contrary,
no holder of Series B Preferred Stock who is an offficer,
director or key employee (an "Affiliate") of the Company may,
prior to the approval by the holders of a majority of the
outstanding Common Stock of the sale of Series B Preferred Stock
to such Affiliate, convert any shares of Series B Preferred Stock
if such conversion would result in the issuance to all Affiliates
in the aggregate of more than 5% of shares of the outstanding
Common Stock in any one year, or the issuance to all Affiliates
in the aggregate of more than 10% of shares of the outstanding
Common Stock in any five-year period.

     (c)  Automatic Conversion.  Each share of Series B Preferred
Stock outstanding two (2) years from the Registration Date shall
automatically convert into Common Stock on such date at the
applicable Conversion Rate above and such date shall be deemed
the Conversion Date with respect to such shares.

     (d)  Stock Reclassifications; Stock Splits, Combinations and
Dividends. If the Common Stock issuable upon the conversion of
the Series B Preferred Stock shall be changed into the same or
different number of shares of any class or classes of stock,
whether by reclassification, stock split, stock dividend, or
similar event, then and in each such event, the holder of each
share of Series B Preferred Stock shall have the right thereafter
to convert such share into the kind and amount of shares of stock
and other securities and property receivable upon such capital
reorganization, reclassification or other change which such
holder would have received had its shares of Series B Preferred
Stock been converted immediately prior to such capital
reorganization, reclassification or other change.

     (e)  Capital Reorganization, Merger or Sale of Assets. If at
any time or from time to time there shall be a capital
reorganization of the Common Stock (other than a subdivision,
combination, reclassification or exchange of shares provided for
in Section 5(d) above) or a merger or consolidation of the
Company with or into another corporation, or the sale of all or
substantially all of the Company's properties and assets to any
other person, or any transaction or series of related
transactions in which more than fifty percent (50%) of the
outstanding voting securities of the Company (on an as converted
basis) is sold or assigned (any of which events is herein
referred to as a "Reorganization"), then as a part of such
Reorganization, provision shall be made so that the holders of
the Series B Preferred Stock shall thereafter be entitled to
receive upon conversion of the Series B Preferred Stock, the
number of shares of stock or other securities or property of the
Company, or of the successor corporation resulting from such
Reorganization, to which such holder would have been entitled if
such holder had converted its shares of Series B Preferred Stock
immediately prior to such Reorganization. In any such case,
appropriate adjustment shall be made in the application of the
provisions of this Section 5 with respect to the rights of the
holders of the Series B Preferred Stock after the Reorganization,
to the end that the provisions of this Section 5 (including
adjustment of the number of shares issuable upon conversion of
the Series B Preferred Stock) shall be applicable after that
event in as nearly equivalent a manner as may be practicable.

     (f)  Exercise of Conversion Rights.  

          (i)  Exercise of Conversion Rights When the Conversion
Price is Greater than the Triggering Price.  When the Conversion
Price is greater than the Triggering Price, as defined below,
holders of Series B Preferred Stock may exercise their right to
convert the Series B Preferred Stock by telecopying an executed
and completed Notice of Conversion to the Company and delivering
the original Notice of Conversion and the certificate
representing the Series B Preferred Stock by express courier. 
(For purposes hereof, the "Triggering Price" shall be $0.77,
subject to adjustment as provided below.)  Each business date on
which a Notice of Conversion is telecopied to and received by the
Company along with a copy of the originally executed Series B
Preferred Stock certificates in accordance with the provisions
hereof shall be deemed a "Conversion Date."  Provided that the
Company has received the original Notice of Conversion and Series
B Preferred Stock certificate being so converted, the Company
will transmit, or instruct its transfer agent to transmit, the
certificates representing shares of Common Stock issuable upon
conversion of any share of Series B Preferred Stock (together
with the certificates representing the Series B Preferred Stock
not so converted) to the holder thereof via express courier, by
electronic transfer or otherwise three business days after the
receipt by the Company of the original Series B Preferred Stock
Certificate representing the shares being converted.  In addition
to any other remedies which may be available to the holders of
shares of Series B Preferred Stock, in the event that the Company
fails to deliver, or has failed to contact its transfer agent to
deliver, such shares of Common Stock within such three (3)
business day period, the holder will be entitled to revoke the
relevant Notice of Conversion by delivering a notice to such
effect to the Company whereupon the Company and the holder shall
each be restored to their respective positions immediately prior
to delivery of such Notice of Conversion.  The Notice of
Conversion and Series B Preferred Stock certificates representing
the portion of the Series B Preferred Stock converted shall be
delivered as follows:

     To the Company:

          nSTOR TECHNOLOGIES, INC.
          100 Century Blvd.
          West Palm Beach, FL  33417
          Fax:  (561) 640-3160

     In the event that shares representing the Common Stock
issuable upon conversion of the Series B Preferred Stock (the
"Conversion Shares") are not delivered by the Company, within
three (3) business days of receipt by the Company of a valid
Notice of Conversion and the Series B Preferred Stock
certificates to be converted, the Company shall pay to the
holders thereof, in immediately available funds, upon demand, as
liquidated damages for such failure and not as a penalty, for
each $100,000 of Series B  referred Stock sought to be converted,
$500 for each of the first ten (10) days and $1,000 per day
thereafter that the Conversion Shares are not delivered, which
liquidated damages shall run from the fourth business day after
the Conversion Date.  Any and all payments required pursuant to
this paragraph shall be payable only in shares of Common Stock
and not in cash.

          (ii)  Exercise of Conversion Rights When the Conversion
Price is Less than or Equal to the Triggering Price.  When the
Conversion Price is less than or equal to the Triggering Price,
holders of Series B Preferred Stock may exercise their right to
convert the Series B Preferred Stock by telecopying an executed
and completed Notice of Intent to Convert to the Company.  Upon
receipt of such Notice of Intent to Convert, the Company shall
have one (1) business day to exercise the Right of Redemption as
set forth in Section 6 hereof.  In the event that the Company
does not exercise its Right of Redemption as set forth in Section
6 within such one (1) business day period, the Notice of Intent
to Convert shall be deemed to be a Notice of Conversion delivered
to the Company on the date on which the aforesaid one (1)
business day period has expired; provided, however, that such
Notice of Conversion may be withdrawn by the holders within one
(1) additional business day thereafter.  If the Notice of
Conversion is not so withdrawn, the Series B Preferred Stock
shall be converted in the manner set forth in Section 5(f)(i)
above.

     (g)  Lost or Stolen Certificates.  Upon receipt by the
Company of evidence of the loss, theft, destruction or mutilation
of any Series B Preferred Stock certificate(s), and (in the case
of loss, theft or destruction) of indemnity or security
reasonably satisfactory to the Company, and upon the cancellation
of the Series B Preferred Stock certificate(s), if mutilated, the
Company shall execute and deliver new certificates for Series B
Preferred Stock of like tenure and date.  However, the Company
shall not be obligated to reissue such lost or stolen
certificates for shares of Series B Preferred Stock if the holder
contemporaneously requests the Company to convert such Series B
Preferred Stock into Common Stock.
  
     (h)  Fractional Shares.  The Company may, if it so
elects, issue fractional shares of Common Stock upon the
conversion of shares of Series B Preferred Stock.  If the Company
does not elect to issue fractional shares, the Company shall pay
to the holder of the shares of Series B Preferred Stock which
were converted a cash adjustment in respect of such fractional
shares in an amount equal to the same fraction of the market
price per share of the Common Stock (as determined in a
reasonable manner prescribed by the Board of Directors) as of the
close of business on the Conversion Date.  The determination as
to whether any fractional shares are issuable shall be based upon
the total number of shares of Series B Preferred Stock being
converted at any one time by any holder thereof, not upon each
share of Series B Preferred Stock being converted.

     (i)  Partial Conversion.  In the event some but not all of
the shares of Series B Preferred Stock represented by a
certificate or certificates surrendered by a holder are
converted, the Company shall execute and deliver to or to the
order of the holder, at the expense of the Company, a new
certificate representing the number of shares of Series B
Preferred Stock which were not converted.


     (j)  Reservation of Common Stock.  The Company shall at all
times reserve and keep available out of its authorized but
unissued shares of Common Stock, solely for the purpose of
effecting the conversion of the shares of the Series B Preferred
Stock, such number of its shares of Common Stock as shall from
time to time be sufficient or as may be available to effect the
conversion of all outstanding shares of the Series B Preferred
Stock, and if at any time the number of authorized but unissued
shares of Common Stock shall not be sufficient to effect the
conversion of all the then outstanding shares of the Series B
Preferred Stock, the Company shall use its best efforts to take
such corporate action as may be necessary to increase its
authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purpose.


     6.   Redemption at Option of the Company.

          (a)  Triggering Price and Redemption Price.  Upon
receipt of a Notice of Intent to Convert, the Company may, at its
option, redeem all or a portion of the shares of Series B
Preferred Stock subject to such Notice of Intent to Convert at a
price per share equal to the greater of (i) 130% of the Purchase
Price (the "Redemption Price") or (ii) the closing bid price for
the Company's  common stock on the date of the Company's receipt
of the Notice of Intent to Convert multiplied by the number of
shares of Common Stock that would be issuable upon conversion of
the shares of Series B Preferred subject to the Notice of Intent
to Convert.  The Company's right to redeem pursuant to this
provision is subject to the payment of all accrued and
accumulated but unpaid dividends, whether or not declared,
without interest, to the Redemption Date (as defined below) on
the shares to be redeemed; and dividends on the shares to be
redeemed will cease to accrue on the Redemption Date.

          (b)  Notice of Redemption.  Notice of any redemption
pursuant to this Section 6 shall be given by the Company by
facsimile, not more than one (1) business day after the receipt
by the Company of a Notice of Intent to Convert (the "Redemption
Date"), to each holder of record of the shares to be redeemed
(the "Redeemed Shareholder"), at such Redeemed Shareholder's
address as shown on the stock register of the Company.  Each such
notice shall state: (a) the Redemption Date; (b) the number of
shares of Series B Preferred Stock to be redeemed and, if less
than all shares subject to such Notice of Intent to Convert are
to be redeemed, the number of such shares to be redeemed from the
Redeemed Shareholder; (c) the Redemption Price; (d) the place or
places where certificates for such shares are to be surrendered
for payment of the Redemption Price; (e) the then effective
Conversion Price (f) that the right of holders of Series B
Preferred Stock called for redemption to exercise their
conversion rights pursuant to Section 5 hereof shall cease and
terminate as to such shares at the close of business on the
Redemption Date (provided that there is no default
in payment of the Redemption Price); (g) that payment of the Re-
demption Price will be made upon presentation and surrender of
certificates representing the shares of Series B Preferred Stock
called for redemption; (h) that, in accordance with the second
sentence of the first paragraph of this Section 6, accumulated
but unpaid dividends to the Redemption Date on the shares to be
redeemed will be paid on the Redemption Date; and (i) that divi-
dends on the shares to be redeemed will cease to accrue on the
Redemption Date.  If a notice is delivered to a Redeemed
Shareholder in the manner provided above within the time
prescribed, it is duly given with respect to such Redeemed
Shareholder.  Notice having been mailed as aforesaid, from and
after the Redemption Date (unless default shall be made by the
Company in providing money for the payment of the Redemption
Price) dividends on the shares of Series B Preferred Stock so
called for redemption shall cease to accrue, and such shares
shall no longer be deemed to be outstanding, and all rights of
the holders thereof as shareholders of the Company by virtue of
the ownership of such shares (except the right to receive from
the Company the Redemption Price without interest) shall cease. 
Upon surrender in accordance with such notice of the certificates
for any shares so redeemed (properly endorsed or assigned for
transfer, if the Board of Directors shall so require and the
notice shall so state), the Company shall redeem  much shares at
the Redemption Price in cash within four (4) business days of
such surrender.  

     (c)  Partial Redemption.  If less than all the shares
represented by a surrendered certificate or certificates are to
be redeemed, the Company shall issue a new certificate
representing the unredeemed shares.

     (d)  Adjustment to Triggering Price.

          (i) In case the Company shall pay or make a dividend or
other distribution on any class of capital stock of the Company
in Common Stock, the Triggering Price in effect at the close of
business on the date fixed for the determination of shareholders
entitled to receive such dividend or other distribution shall be
reduced to a price determined by multiplying the Triggering Price
by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of business on
the date fixed for such determination and of which the
denominator shall be the sum of such number of shares and the
total number of shares constituting such dividend or other
distribution, such reduction to become effective at the opening
of business on the day following the date fixed for such
determination.  In the event that such dividend or distribution
is not so paid or made, the Triggering Price shall be readjusted
to be the Triggering Price which would then be in effect if such
date fixed for the determination of shareholders entitled to
receive such dividend or other distribution had not been fixed.  

          (ii) In case outstanding shares of Common Stock shall
be subdivided into a greater number of shares of Common Stock,
the Triggering Price in effect at the close of business on the
date upon which such subdivision becomes effective shall be
proportionately reduced, and, conversely, in case outstanding
shares of Common Stock shall each be combined into a smaller
number of shares of Common Stock, the Triggering Price in effect
at the close of business on the date upon which such combination
becomes effective shall be proportionately increased, such
reduction or increase, as the case may be, to become effective at
the opening of business on the day following the date upon which
such subdivision or combination becomes effective.
          
          (iii)     Notwithstanding any other provision of this
Section 6, no adjustment in the Triggering Price shall be
required unless such adjustment would require an increase or
decrease of at least 1% in Triggering Price; provided, however,
that any adjustments which by reason of this paragraph are not
required to be made shall be carried forward and taken into
account in determining whether any subsequent adjustment shall be
required.  Once the cumulative effect of any such adjustments
that are carried forward  would result in an increase or decrease
of at least 1% in the Triggering Price, then the Triggering Price
shall be changed to reflect all adjustments called for by this
Section 6 and not previously made.

          (iv) Notwithstanding any other provision of this
Section 6, no adjustment to the Triggering Price shall reduce the
Triggering Price below the then par value per share of the Common
Stock, and any such purported adjustment shall instead reduce or
Triggering Price to such par value.

     (e)  Notice of Adjustment of Triggering Price.  Whenever the
Triggering Price is adjusted as provided herein, the Company
shall compute the adjusted Triggering Price in accordance with
this Section 6 and shall prepare a certificate signed by the
Treasurer of the Company setting forth the adjusted Triggering
Price and showing in reasonable detail the facts upon which such
adjustment is based, and the corporation shall mail a copy of
such certificate as soon as practicable to the holders of record
of the shares of Series B Preferred Stock.

     (f)  Default.  In the event that the Company does not
deliver the Redemption Price to the Redeemed Shareholder pursuant
to Section 6 within the time period set forth in Section 6(b)
hereof (a "Default"), the Redeemed Shareholder shall be entitled
to:

          (i) cancel the Notice of Conversion by delivering a
notice of cancellation to the Company in the manner set forth in
Section 5(f)(i) hereof, in which case no shares of Series B
Preferred Stock which were the subject of the Notice of
Conversion shall be converted until the receipt by the Company of
a subsequent Notice of Conversion with respect thereto; or

          (ii) convert the shares of Series B Preferred Stock at
a price equal to the lesser of (x) the Conversion Price or (y)
the average Closing Bid Price as that term is defined above, of
the Common Stock for the three (3) trading days immediately
preceding the date of Default.   

     7.   No Reissuance of Series B Preferred Stock.  Any share
or shares of Series B Preferred Stock acquired by the Company by
reason of redemption, purchase, conversion or otherwise shall be
cancelled, shall return to the status of authorized but unissued
preferred stock of no designated series, and shall not be
reissuable by the Company as Series B Perferred Stock.  

     8.   Restrictions and Limitations.

          (a)  Corporate Securities Action.  Except as expressly
provided herein or as required by law, so long as any shares of
Series B Preferred Stock remain outstanding, the Company shall
not, and shall not permit any subsidiary (which shall mean any
corporation, association or other business entity for which the
Company and/or any of its other subsidiaries directly or
indirectly owns at the time more than fifty percent (50%) of the
outstanding voting shares, or more than 50% of the combined
voting power of the outstanding voting shares, of such
corporation or trust), without the approval by vote or written
consent by the holders of at least a majority of the then
outstanding shares of Series B Preferred Stock, voting as a
separate class, to take any action, or fail to take any action,
which would adversely affect the rights of the holders of Series
B Preferred Stock.

          (b)  Amendments to Charter.  Without limiting the
generality of the preceding paragraph, the Company shall not
amend its articles of incorporation without the approval by the
holders of at least a majority of the then outstanding shares of
Series B Preferred Stock if such amendment would:

          (i)  change the relative seniority rights of the
holders of Series B Preferred Stock as to the payment of
dividends in relation to the holders of any other capital stock
of the Company, or create any other class or series of capital
stock entitled to seniority as to the payment of dividends in
relation to the holders of Series B Preferred Stock;

          (ii) reduce the amount payable to the holders of Series
B Preferred Stock upon the voluntary or involuntary liquidation,
dissolution or winding up of the Company, or change the relative
seniority of the liquidation preferences of the holders of Series
B Preferred Stock to the rights upon liquidation of the holders
of other capital stock of the Company, or change the dividend
rights of the holders of Series B Preferred Stock;

          (iii)    cancel or modify the conversion rights of the
holders of Series B Preferred Stock provided for in Section 5
herein;

          (iv) cancel or modify the rights of the holders of the
Series B Preferred Stock provided for in this Section 8.

     9.   No Dilution or Impairment.  The Company shall not, by
amendment of its articles of incorporation or through any
reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of
any of the terms of the Series B Preferred Stock set forth
herein, but shall at all times in good faith assist in the
carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate in order to protect
the rights of the holders of the Series B Preferred Stock against
dilution or other impairment.  Without limiting the generality of
the foregoing, the Company (a) shall not increase the par value
of any shares of stock receivable on the conversion of the Series
B Preferred Stock above the amount payable therefor on such
conversion, (b) shall take all such action as may be necessary or
appropriate in order that the Company may validly and legally
issue fully-paid and non-assessable shares of stock on the
conversion of all Series B Preferred Stock from time to time
outstanding, and (c) shall not consolidate with or merge into any
other person or permit any such person to consolidate with or
merge into the Company (if the Company is not the surviving
person), unless such other person shall expressly
assume in writing and will be bound by all of the terms of the
Series B Preferred Stock set forth herein.

     10.  Notices of Record Date.  In the event of:

          (a)  any taking by the Company of a record of the
holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend or
other distribution, or any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, or

          (b)  any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the
Company, any merger of the Company, or any transfer of all or
substantially all of the assets of the Company to any other
corporation, or any other entity or person, or

          (c)  any voluntary or involuntary dissolution,
liquidation or winding up of the Company.  Then and in each such
event the Company shall mail or cause to be mailed to each holder
of Series B Preferred Stock a notice specifying (i) the date on
which any such record is to be taken for the purpose of such
dividend, distribution or right and a description of such
dividend, distribution or right, (ii) the date on which any such
reorganization, reclassification, recapitalization, transfer,
merger, dissolution, liquidation or winding up is expected to
become effective and (iii) the time, if any, that is to be fixed,
as to when the holders of record of Common Stock (or other
securities) sh all be entitled to exchange their shares of Common
Stock (or other securities) for securities or other property
deliverable upon such reorganization, reclassification,
recapitalization, transfer, merger, dissolution, liquidation or
winding up.  Such notice shall be mailed at least ten (10)
business days prior to the date specified in such notice on which
such action is to be taken.


Signed on September 30, 1998.


    /s/ Mark Levy
__________________________________
     Mark Levy, President




EXHIBIT 4.3


Certificate of Designation of Series C
Convertible Preferred Stock
of
nStor Technologies, Inc.


It is certified that:

     A.   The name of the company is nStor Technologies, Inc., a
Delaware corporation (hereinafter the "Company").

     B.   The certificate of the incorporation of the Company, as
amended, authorizes the issuance of one million (1,000,000)
shares of shares of Preferred Stock, $.01 par value per
share, and expressly vests in the Board of Directors of the
Company the authority provided therein to issue all of said
shares in one or more series and by resolution or resolutions to
establish the designation and number and to fix the relative
rights and preferences of each series to be issued.  

     C.   The Board of Directors of the Company, pursuant to the
authority expressly vested in it, has adopted the following
resolutions creating a class of Series C Convertible
Preferred Stock:

     RESOLVED, that a portion of the one million (1,000,000)
authorized shares of Preferred Stock of the Company shall be
designated as a separate series possessing the rights and
preferences set forth below:

     1.   Designation and Amount.  The shares of such series
shall have a par value of $.01 per share and shall be designated
as Series C Preferred Stock (the "Series C Preferred Stock")
and the number of shares constituting the Series C Preferred
Stock shall be Four Thousand (4,000).  The Company may issue
fractional shares of Series C Preferred Stock.  Each whole
share of Series C Preferred Stock shall have a stated value of
One Thousand Dollars ($1000) (the "Stated Value").  

     2.   Dividends.  The holders of the outstanding shares of
Series C Preferred Stock shall be entitled to receive dividends
at an annual rate of eight percent (8%) of the Stated Value
as permitted by law.  Such dividends shall be payable quarterly. 
Such dividends shall be cumulative, whether or not there are
profits, surplus or other funds of the Company legally
available for the payment of dividends.  If there shall not have
been a sum sufficient for the payment therefor set apart, the
deficiency shall first be paid before any dividend or other
distribution shall be paid or declared and set apart with respect
to any other class of the Company's capital stock, now or
hereafter outstanding.  All accrued dividends shall be
immediately due and payable on the outstanding shares of Series C
Preferred Stock on the date such shares of Series C Preferred
Stock are converted into shares of common stock, par value
$.05 per share, ("Common Stock") in accordance with Section 5
hereof, which date shall be the "Conversion Date".  Dividends may
be paid in cash or additional shares of Common Stock of the
Company, as may be determined, from time to time, in the sole
discretion of the Board of Directors.

     3.   Liquidation, Dissolution or Winding Up.

          (a)  In the event of any liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary,
before any distribution may be made with respect to the
Common Stock or any other series of capital stock issued after
the date hereof, holders of each share of Series C Preferred
Stock shall be entitled to be paid out of the assets of the
Company available for distribution to holders of the Company's
capital stock of all classes, whether such assets are capital,
surplus, or capital earnings, such amount per share of Series C
Preferred Stock as would have been payable had each such share
been converted into Common Stock immediately prior to such event
of liquidation, dissolution or winding up pursuant to the
provisions of Section 5 (collectively, the "Liquidation Amount").
  
          (b)  If the assets of the Company available for
distribution to its shareholders shall be insufficient to pay the
holders of shares of Series C Preferred Stock the full amount of
the Liquidation Amount to which they shall be entitled, the
holders of shares of Series C Preferred Stock shall share ratably
in any distribution of assets according to the amounts which
would be payable with respect to the shares of Series C Preferred
Stock held by them upon such distribution if all amounts payable
on or with respect to said shares were paid in full.

          (c)  After the payment of the Liquidation Amount shall
have been made in full to the holders of the Series C Preferred
Stock or funds necessary for such payment shall have been set
aside by the Company in trust for the account of holders of the
Series C Preferred Stock so as to be available for such payments,
the holders of the Series C Preferred Stock shall be entitled to
no further participation in the distribution of the assets of the
Company, and the remaining assets of the Company legally
available for distribution to its shareholders shall be
distributed among the holders of other classes of securities of
the Company in accordance with their respective terms.

     4.   Voting Power.  Except as otherwise expressly provided
in Section 7 hereof, or as required by law, each holder of Series
C Preferred Stock shall be entitled to vote on all matters and
shall be entitled to that number of votes equal to the largest
number of shares of Common Stock into which such holder's shares
of Series C Preferred Stock could be converted, pursuant to the
provisions of Section 5 hereof, at the record date for the
determination of shareholders entitled to vote on such matter or,
if no such record date is established, at the date such vote is
taken or any written consent of shareholders is solicited. 
Except as otherwise expressly provided herein or as required by
law, the holders of shares of Series C Preferred Stock and Common
Stock shall vote together as a single class on all matters.  The
holders of the Common Stock shall not take any action by written
consent without the prior written consent of the holders of a
majority of the Series C Preferred Stock. 

     5.   Conversion Rights for the Series C Preferred Stock. 
The holders of Series C Preferred Stock shall have conversion
rights as follows ("Conversion Rights"):

          (a)  Right to Convert.  Each holder of Series C
Preferred Stock shall be entitled (at the times and in the
amounts set forth below) to convert, in whole or in part, in
multiples of one hundred (100) shares, shares of Series C
Preferred Stock, at the option of the holder.

          (b)  Conversion Rate.  From July 7, 1999, each share of
Series C Preferred Stock may be converted into One Thousand
(1,000) fully-paid and non-assessable shares of Common Stock.

          (c)  Automatic Conversion.  Each share of Series C
Preferred Stock that shall not have been converted before 5:00
p.m. New York time on July 7, 2000 shall automatically
convert into Common Stock on such date as set forth in Section
5(b).

          (d)  Stock Reclassifications; Stock Splits,
Combinations and Dividends. If the Common Stock issuable upon the
conversion of the Series C Preferred Stock shall be changed
into the same or different number of shares of any class or
classes of stock, whether by reclassification, stock split, stock
dividend, or similar event, then and in each such event, the
holder of each share of Series C Preferred Stock shall have the
right thereafter to convert such share into the kind and amount
of shares of stock and other securities and property receivable
upon such capital reorganization, reclassification or other
change which such holder would have received had its shares of
Series C Preferred Stock been converted immediately prior to such
capital reorganization, reclassification or other change.

          (e)  Capital Reorganization, Merger or Sale of Assets.
If at any time or from  time to time there shall be a capital
reorganization of the Common Stock (other than a subdivision,
combination, reclassification or exchange of shares provided for
in Section 5(d) above) or a merger or consolidation of the
Company with or into another corporation, or the sale
of all or substantially all of the Company's properties and
assets to any other person, or any transaction or series of
related transactions in which more than fifty percent (50%) of
the outstanding voting securities of the Company (on an as
converted basis) is sold or assigned (any of which events is
herein referred to as a "Reorganization"), then as a part of such
Reorganization, provision shall be made so that the holders of
the Series C Preferred Stock shall thereafter be entitled to
receive upon conversion of the Series C Preferred Stock, the
number of shares of stock or other securities or property of the
Company, or of the successor corporation resulting from such
Reorganization, to which such holder would have been entitled
if such holder had converted its shares of Series C Preferred
Stock immediately prior to such Reorganization. In any such case,
appropriate adjustment shall be made in the application of the
provisions of this Section 5 with respect to the rights of the
holders of the Series C Preferred Stock after the Reorganization,
to the end that the provisions of this Section 5 (including
adjustment of the number of shares issuable upon conversion of
the Series C Preferred Stock) shall be applicable after that
event in as nearly equivalent a manner as may be practicable.

          (f)  Issuance of Certain Common Stock Below Conversion
Price.

               (i)  In case the Company, after the date hereof,
shall issue or sell shares of Common Stock at a price of less
than $1.00 per share of Common Stock (other than upon
exercise of options to purchase common stock issued to employees
of the Company pursuant to an employee stock option or similar
plan or upon exercise or conversion of securities that are
convertible or exchangeable into Common Stock and that are
outstanding as of October 1, 1998), then in each case the number
of shares of Common Stock issuable upon the conversion of all
Series C Preferred Stock shall be increased in a manner
determined by multiplying the number of shares of Common Stock
theretofore issuable upon the conversion of all of the Series C
Preferred Stock then outstanding by a fraction, of which the
numerator shall be the number of shares of Common Stock
outstanding immediately prior to the sale or issuance plus the
number of additional shares of Common Stock offered for sale and
of which the denominator shall be the number of shares of Common
Stock outstanding immediately prior to the sale or issuance
plus the number of shares of Common Stock which the aggregate
consideration to be received by the Company in connection with
such sale or issuance would purchase at $1.00 per share.

               (ii) In case the Company shall issue or sell
shares of Common Stock in exchange for property other than cash
or its equivalent, then in determining the "price per share of
Common Stock" and the "consideration" receivable by or payable to
the Company for purposes of this Section 5(f), the Board of
Directors of the Company shall determine, in good faith, the fair
value of such property.

               (iii)     Any increase of the number of shares of
Common Stock issuable upon conversion of the Series C Preferred
Stock then outstanding made pursuant to this Section 5(f) shall
be allocated among such shares of Series C Preferred Stock on a
pro rata basis.

          (g)  Exercise of Conversion Rights.  

               (i)  Holders of Series C Preferred Stock may
exercise their right to convert the Series C Preferred Stock by
telecopying an executed and completed Notice of Conversion
to the Company and delivering the original Notice of Conversion
and the certificate representing the Series C Preferred Stock by
express courier.  Each business day on which a Notice of
Conversion is telecopied to and received by the Company along
with a copy of the originally executed Series C Preferred Stock
certificates in accordance with the provisions hereof shall be
deemed a "Conversion Date."  For purposes hereof, the term
"business day" refers the hours between 9:00 a.m. and 5:00 p.m.
on any day on which banks are open for business in Palm
Beach County, Florida.  Provided that the Company has received
the original Notice of Conversion and Series C Preferred Stock
certificate being so converted, the Company will transmit, or
instruct its transfer agent to transmit, the certificates
representing shares of Common Stock issuable upon conversion of
any share of Series C Preferred Stock (together with the
certificates representing the Series C Preferred Stock not so
converted) to the holder thereof via express courier, by
electronic transfer or otherwise, three business days after the
receipt by the Company of the original Series C Preferred Stock
Certificate representing the shares being converted.  In addition
to any other remedies which may be available to the holders of
shares of Series C Preferred Stock, in the event that the Company
fails to deliver, or has failed to contact its transfer agent to
deliver, such shares of Common Stock within such three (3)
business day period, the holder will be entitled to revoke the
relevant Notice of Conversion by delivering a notice to such
effect to the Company whereupon the Company and the holder shall
each be restored to their respective positions immediately prior
to delivery of such Notice of Conversion.    The Notice of
Conversion and Series C Preferred Stock certificates representing
the portion of the Series C Preferred Stock converted shall be
delivered to the following address:

               nSTOR TECHNOLOGIES, INC.
               100 Century Blvd.
               West Palm Beach, FL  33417
               Fax:      (561) 640-3160

          (h)  Lost or Stolen Certificates.  Upon receipt by the
Company of evidence of the loss, theft, destruction or mutilation
of any Series C Preferred Stock certificate(s), and (in
the case of loss, theft or destruction) of indemnity or security
reasonably satisfactory to the Company, and upon the cancellation
of the Series C Preferred Stock certificate(s), if mutilated,
the Company shall execute and deliver new certificates for Series
C Preferred Stock of like tenure and date.  However, the Company
shall not be obligated to reissue such lost or stolen
certificates for shares of Series C Preferred Stock if the holder
contemporaneously requests the Company to convert such Series C
Preferred Stock into Common Stock.  

          (i)  Fractional Shares.  The Company may, if it so
elects, issue fractional shares of Common Stock upon the
conversion of shares of Series C Preferred Stock.  If the
Company does not elect to issue fractional shares, the Company
shall pay to the holder of the shares of Series C Preferred Stock
which were converted a cash adjustment in respect of such
fractional shares in an amount equal to the same fraction of the
market price per share of the Common Stock (as determined in a
reasonable manner prescribed by the Board of Directors) as
of the close of business on the Conversion Date.  The
determination as to whether any fractional shares are issuable
shall be based upon the total number of shares of Series C
Preferred Stock being converted at any one time by any holder
thereof, not upon each share of Series C Preferred Stock being
converted.

          (j)  Partial Conversion.  In the event some but not all
of the shares of Series C Preferred Stock represented by a
certificate or certificates surrendered by a holder are
converted, the Company shall execute and deliver to or to the
order of the holder, at the expense of the Company, a new
certificate representing the number of shares of Series C
Preferred Stock which were not converted.

          (k)  Reservation of Common Stock.  The Company shall at
all times reserve and keep available out of its authorized but
unissued shares of Common Stock, solely for the purpose of
effecting the conversion of the shares of the Series C Preferred
Stock, such number of its shares of Common Stock as shall from
time to time be sufficient or as may be available to effect the
conversion of all outstanding shares of the Series C Preferred
Stock, and if at any time the number of authorized but unissued
shares of Common Stock shall not be sufficient to effect the
conversion of all the then outstanding shares of the Series C
Preferred Stock, the Company shall use its best efforts to take
such corporate action as may be necessary to increase its
authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purpose.

     6.   No Reissuance of Series C Preferred Stock.  Any share
or shares of Series C Preferred Stock acquired by the Company by
reason of redemption, purchase, conversion or otherwise shall be
cancelled, shall return to the status of authorized but unissued
preferred stock of no designated series, and shall not be
reissuable by the Company as Series C Preferred Stock. 

     7.   Restrictions and Limitations.

          (a)  Corporate Securities Action.  Except as expressly
provided herein or as required by law, so long as any shares of
Series C Preferred Stock remain outstanding, the Company shall
not, and shall not permit any subsidiary (which shall mean any
corporation, association or other business entity for which the
Company and/or any of its other subsidiaries directly or
indirectly owns at the time more than fifty percent (50%) of the
outstanding voting shares, or more than 50% of the combined
voting power of the outstanding voting shares, of such
corporation or trust), without the approval by vote or written
consent by the holders of at least a majority of the then
outstanding shares of Series C Preferred Stock, voting as a
separate class, to take any action, or fail to take any action,
which would adversely affect the rights of the holders of Series
C Preferred Stock.

          (b)  Amendments to Charter.  Without limiting the
generality of the preceding paragraph, the Company shall not
amend its articles of incorporation without the approval by
the holders of at least a majority of the then outstanding shares
of Series C Preferred Stock if such amendment would:

               (i)  change the relative seniority rights of the
holders of Series C Preferred Stock as to the payment of
dividends in relation to the holders of any other capital
stock of the Company, or create any other class or series of
capital stock entitled to seniority as to the payment of
dividends in relation to the holders of Series C Preferred Stock;

               (ii) reduce the amount payable to the holders of
Series C Preferred Stock upon the voluntary or involuntary
liquidation, dissolution or winding up of the Company,
or change the relative seniority of the liquidation preferences
of the holders of Series C Preferred Stock to the rights upon
liquidation of the holders of other capital stock of the
Company, or change the dividend rights of the holders of Series C
Preferred Stock;

               (iii)     cancel or modify the conversion rights
of the holders of Series C Preferred Stock provided for in
Section 5 herein;

                (iv)     cancel or modify the rights of the
holders of the Series C Preferred Stock provided for in this
Section 7.

     8.   No Dilution or Impairment.  The Company shall not, by
amendment of its articles of incorporation or through any
reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of
any of the terms of the Series C Preferred Stock set forth
herein,  but shall at all times in good faith assist in the
carrying out of all such terms and in the taking
of all such actions as may be necessary or appropriate in order
to protect the rights of the holders of the Series C Preferred
Stock against dilution or other impairment.  Without limiting
the generality of the foregoing, the Company (a) shall not
increase the par value of any shares of stock receivable on the
conversion of the Series C Preferred Stock above the amount
payable therefor on such conversion, (b) shall take all such
action as may be necessary or appropriate in order that the
Company may validly and legally issue fully-paid and
non-assessable shares of stock on the conversion of all Series C
Preferred Stock from time to time outstanding, and (c)
shall not consolidate with or merge into any other person or
permit any such person to consolidate with or merge into the
Company (if the Company is not the surviving person), unless
such other person shall expressly assume in writing and will be
bound by all of the terms of the Series C Preferred Stock set
forth herein.

     9.   Notices of Record Date.  In the event of:

          (a)  any taking by the Company of a record of the
holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend or
other distribution, or any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right,
or

          (b)  any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the
Company, any merger of the Company, or any transfer of all or
substantially all of the assets of the Company to any other
corporation, or any other entity or person, or

          (c)  any voluntary or involuntary dissolution,
liquidation or winding up of the Company.  Then and in each such
event the Company shall mail or cause to be mailed to each
holder of Series C Preferred Stock a notice specifying (i) the
date on which any such record is to be taken for the purpose of
such dividend, distribution or right and a description of such
dividend, distribution or right, (ii) the date on which any such
reorganization, reclassification, recapitalization, transfer,
merger, dissolution, liquidation or winding up is expected to
become effective and (iii) the time, if any, that is to be fixed,
as to when the holders of record of Common Stock (or other
securities) shall be entitled to exchange their shares of Common
Stock (or other securities) for securities or other property
deliverable upon such reorganization, reclassification,
recapitalization, transfer, merger, dissolution, liquidation or
winding up.  Such notice shall be mailed at least ten (10)
business days prior to the date specified in such notice
on which such action is to be taken.

Signed on September 30, 1998.

   /s/ Mark Levy
___________________________________                               
   Mark Levy, Vice President




EXHIBIT 4.4


             Certificate of Designation of Series D
                  Convertible Preferred Stock
                               of
                    nStor Technologies, Inc.


It is certified that:

     A.   The name of the company is nStor Technologies, Inc., a
Delaware corporation (hereinafter the "Company").


     B.   The certificate of the incorporation of the Company, as
amended, authorizes the issuance of one million (1,000,000)
shares of shares of Preferred Stock, $.01 par value per
share, and expressly vests in the Board of Directors of the
Company the authority provided therein to issue all of said
shares in one or more series and by resolution or resolutions to
establish the designation and number and to fix the relative
rights and preferences of each series to be issued.  

     C.   The Board of Directors of the Company, pursuant to the
authority expressly vested in it, has adopted the following
resolutions creating a class of Series D Convertible
Preferred Stock:

     RESOLVED, that a portion of the one million (1,000,000)
authorized shares of Preferred Stock of the Company shall be
designated as a separate series possessing the rights and
preferences set forth below:

     1.   Designation and Amount.  The shares of such series
shall have a par value of $.01 per share and shall be designated
as Series D Preferred Stock (the "Series D Preferred Stock")
and the number of shares constituting the Series D Preferred
Stock shall be Six Thousand (6,000).  The Company may issue
fractional shares of Series D Preferred Stock.  Each whole
share of Series D Preferred Stock shall have a stated value of
One Thousand Dollars ($1000) (the "Stated Value").  

     2.   Dividends.  The holders of the outstanding shares of
Series D Preferred Stock shall be entitled to receive dividends
at an annual rate of eight percent (8%) of the Stated Value
as permitted by law.  Such dividends shall be payable quarterly. 
Such dividends shall be cumulative, whether or not there are
profits, surplus or other funds of the Company legally
available for the payment of dividends.  If there shall not have
been a sum sufficient for the payment therefor set apart, the
deficiency shall first be paid before any dividend or other
distribution shall be paid or declared and set apart with respect
to any other class of the Company's capital stock, now or
hereafter outstanding.  All accrued dividends shall be
immediately due and payable on the outstanding shares of Series D
Preferred Stock on the date such shares of Series D Preferred
Stock are converted into shares of common stock, par value
$.05 per share, ("Common Stock") in accordance with Section 5
hereof, which date shall be the "Conversion Date".  Dividends may
be paid in cash or additional shares of Common Stock of the
Company, as may be determined, from time to time, in the
sole discretion of the Board of Directors.

     3.   Liquidation, Dissolution or Winding Up.

          (a)  In the event of any liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary,
before any distribution may be made with respect to the
Common Stock or any other series of capital stock issued after
the date hereof, holders of each share of Series D Preferred
Stock shall be entitled to be paid out of the assets of the
Company available for distribution to holders of the Company's
capital stock of all classes, whether such assets are capital,
surplus, or capital earnings, such amount per share of Series D
Preferred Stock as would have been payable had each such share
been converted into Common Stock immediately prior to such event
of liquidation, dissolution or winding up pursuant to the
provisions of Section 5 (collectively, the "Liquidation Amount").
  
          (b)  If the assets of the Company available for
distribution to its shareholders shall be insufficient to pay the
holders of shares of Series D Preferred Stock the full amount of
the Liquidation Amount to which they shall be entitled, the
holders of shares of Series D Preferred Stock shall share ratably
in any distribution of assets according to the amounts which
would be payable with respect to the shares of Series D Preferred
Stock held by them upon such distribution if all amounts payable
on or with respect to said shares were paid in full.

          (c)  After the payment of the Liquidation Amount shall
have been made in full to the holders of the Series D Preferred
Stock or funds necessary for such payment shall have been set
aside by the Company in trust for the account of holders
of the Series D Preferred Stock so as to be available for such
payments, the holders of the Series D Preferred Stock shall
be entitled to no further participation in the distribution of
the assets of the Company, and the remaining assets of the
Company legally available for distribution to its shareholders
shall be distributed among the holders of other classes of
securities of the Company in accordance with their respective
terms.

     4.   Voting Power.  Except as otherwise expressly provided
in Section 7 hereof, or as required by law, each holder of Series
D Preferred Stock shall be entitled to vote on all matters and
shall be entitled to that number of votes equal to the largest
number of shares of Common Stock into which such holder's shares
of Series D Preferred Stock could be converted, pursuant to the
provisions of Section 5 hereof, at the record date for the
determination of shareholders entitled to vote on such matter or,
if no such record date is established, at the date such vote is
taken or any written consent of shareholders is solicited. 
Except as otherwise expressly provided herein or as required by
law, the holders of shares of Series D Preferred Stock and Common
Stock shall vote together as a single class on all matters.  The
holders of the Common Stock shall not take any action by written
consent without the prior written consent of the holders of a
majority of the Series D Preferred Stock.

     5.   Conversion Rights for the Series D Preferred Stock. 
The holders of Series D Preferred Stock shall have conversion
rights as follows ("Conversion Rights"):

          (a)  Right to Convert.  Each holder of Series D
Preferred Stock shall be entitled (at the times and in the
amounts set forth below) to convert, in whole or in part, in
multiples of one hundred (100) shares, shares of Series D
Preferred Stock, at the option of the holder.

          (b)  Conversion Rate.  From and after April 27, 1999,
each share of Series D Preferred Stock may be converted into One
Thousand (1,000) fully-paid and non-assessable shares of Common
Stock.

          (c)  Automatic Conversion.  Each share of Series D
Preferred Stock that shall not have been converted before 5:00
p.m. New York time on October 28, 2001 shall automatically
convert into Common Stock on such date as set forth in Section
5(b).

          (d)  Stock Reclassifications; Stock Splits,
Combinations and Dividends. If the Common Stock issuable upon the
conversion of the Series D Preferred Stock shall be changed
into the same or different number of shares of any class or
classes of stock, whether by reclassification, stock split, stock
dividend, or similar event, then and in each such event, the
holder of each share of Series D Preferred Stock shall have the
right thereafter to convert such share into the kind and amount
of shares of stock and other securities and property receivable
upon such capital reorganization, reclassification or other
change which such holder would have received had its shares of
Series D Preferred Stock been converted immediately prior to such
capital reorganization, reclassification or other change.

          (e)  Capital Reorganization, Merger or Sale of Assets.
If at any time or from time to time there shall be a capital
reorganization of the Common Stock (other than a subdivision,
combination, reclassification or exchange of shares provided for
in Section 5(d) above) or a merger or consolidation of the
Company with or into another corporation, or the sale of all or
substantially all of the Company's properties and assets to any
other person, or any transaction or series of related
transactions in which more than fifty percent (50%) of the
outstanding voting securities of the Company (on an as converted
basis) is sold or assigned (any of which events is herein
referred to as a "Reorganization"), then as a part of such
Reorganization, provision shall be made so that the holders of
the Series D Preferred Stock shall thereafter be entitled to
receive upon conversion of the Series D Preferred Stock, the
number of shares of stock or other securities or property of the
Company, or of the successor corporation resulting from such
Reorganization, to which such holder would have been entitled
if such holder had converted its shares of Series D Preferred
Stock immediately prior to such Reorganization. In any such case,
appropriate adjustment shall be made in the application of the
provisions of this Section 5 with respect to the rights of the
holders of the Series D Preferred Stock after the Reorganization,
to the end that the provisions of this Section 5 (including
adjustment of the number of shares issuable upon conversion of
the Series D Preferred Stock) shall be applicable after that
event in as nearly equivalent a manner as may be practicable.

          (f)  Issuance of Certain Common Stock Below Conversion
Price.

               (i)  In case the Company, after the date hereof,
shall issue or sell shares of Common Stock at a price of less
than $1.00 per share of Common Stock (other than upon
exercise of options to purchase common stock issued to employees
of the Company pursuant to an employee stock option or similar
plan or upon exercise or conversion of securities that are
convertible or exchangeable into Common Stock and that are
outstanding as of October 1, 1998), then in each case the number
of shares of Common Stock issuable upon the conversion of all
Series D Preferred Stock shall be increased in a manner
determined by multiplying the number of shares of Common Stock
theretofore issuable upon the conversion of all of the Series D
Preferred Stock then outstanding by a fraction, of which the
numerator shall be the number of shares of Common Stock
outstanding immediately prior to the sale or issuance plus the
number of additional shares of Common Stock offered for sale and
of which the denominator shall be the number of shares of Common
Stock outstanding immediately prior to the sale or issuance
plus the number of shares of Common Stock which the aggregate
consideration to be received by the Company in connection with
such sale or issuance would purchase at $1.00 per share.

               (ii) In case the Company shall issue or sell
shares of Common Stock in exchange for property other than cash
or its equivalent, then in determining the "price per
share of Common Stock" and the "consideration" receivable by or
payable to the Company for purposes of this Section 5(f), the
Board of Directors of the Company shall determine, in good
faith, the fair value of such property.

               (iii)     Any increase of the number of shares of
Common Stock issuable upon conversion of the Series D Preferred
Stock then outstanding made pursuant to this Section
5(f) shall be allocated among such shares of Series D Preferred
Stock on a pro rata basis.

          (g)  Exercise of Conversion Rights.  

               (i)  Holders of Series D Preferred Stock may
exercise their right to convert the Series D Preferred Stock by
telecopying an executed and completed Notice of Conversion
to the Company and delivering the original Notice of Conversion
and the certificate representing the Series D Preferred Stock by
express courier.  Each business day on which a Notice of
Conversion is telecopied to and received by the Company along
with a copy of the originally executed Series D Preferred Stock
certificates in accordance with the provisions hereof shall be
deemed a "Conversion Date."  For purposes hereof, the term
"business day" refers the hours between 9:00 a.m. and 5:00 p.m.
on any day on which banks are open for business in Palm
Beach County, Florida.  Provided that the Company has received
the original Notice of Conversion and Series D Preferred Stock
certificate being so converted, the Company will transmit, or
instruct its transfer agent to transmit, the certificates
representing shares of Common Stock issuable upon conversion of
any share of Series D Preferred Stock (together with the
certificates representing the Series D Preferred Stock not so
converted) to the holder thereof via express courier, by
electronic transfer or otherwise, three business days after the
receipt by the Company of the original Series D Preferred Stock
Certificate representing the shares being converted.  In addition
to any other remedies which may be available to the holders of
shares of Series D Preferred Stock, in the event that the Company
fails to deliver, or has failed to contact its transfer agent to
deliver, such shares of Common Stock within such three (3)
business day period, the holder will be entitled to revoke the
relevant Notice of Conversion by delivering a notice to such
effect to the Company whereupon the Company and the holder shall
each be restored to their respective positions immediately prior
to delivery of such Notice of Conversion.   The Notice of
Conversion and Series D Preferred Stock certificates representing
the portion of the Series D Preferred Stock converted shall be
delivered to the following address:

               nSTOR TECHNOLOGIES, INC.
               100 Century Blvd.
               West Palm Beach, FL  33417
               Fax:      (561) 640-3160

          (h)  Lost or Stolen Certificates.  Upon receipt by the
Company of evidence of the loss, theft, destruction or mutilation
of any Series D Preferred Stock certificate(s), and (in the case
of loss, theft or destruction) of indemnity or security
reasonably satisfactory to the Company, and upon the cancellation
of the Series D Preferred Stock certificate(s), if mutilated,
the Company shall execute and deliver new certificates for Series
D Preferred Stock of like tenure and date.  However, the Company
shall not be obligated to reissue such lost or stolen
certificates for shares of Series D Preferred Stock if the holder
contemporaneously requests the Company to convert such Series D
Preferred Stock into Common Stock.  

          (i)  Fractional Shares.  The Company may, if it so
elects, issue fractional shares of Common Stock upon the
conversion of shares of Series D Preferred Stock.  If the
Company does not elect to issue fractional shares, the Company
shall pay to the holder of the shares of Series D Preferred Stock
which were converted a cash adjustment in respect of such
fractional shares in an amount equal to the same fraction of the
market price per share of the Common Stock (as determined in a
reasonable manner prescribed by the Board of Directors) as
of the close of business on the Conversion Date.  The
determination as to whether any fractional shares are issuable
shall be based upon the total number of shares of Series D
Preferred Stock being converted at any one time by any holder
thereof, not upon each share of Series D Preferred Stock being
converted.

          (j)  Partial Conversion.  In the event some but not all
of the shares of Series D Preferred Stock represented by a
certificate or certificates surrendered by a holder are
converted, the Company shall execute and deliver to or to the
order of the holder, at the expense of the Company, a new
certificate representing the number of shares of Series D
Preferred Stock which were not converted.

          (k)  Reservation of Common Stock.  The Company shall at
all times reserve and keep available out of its authorized but
unissued shares of Common Stock, solely for the purpose of
effecting the conversion of the shares of the Series D
Preferred Stock, such number of its shares of Common Stock as
shall from time to time be sufficient or as may be available
to effect the conversion of all outstanding shares of the Series
D Preferred Stock, and if at any time the number of authorized
but unissued shares of Common Stock shall not be sufficient to
effect the conversion of all the then outstanding shares of the
Series D Preferred Stock, the Company shall use its best efforts
to take such corporate action as may be necessary to increase
its authorized but unissued shares of Common Stock to such number
of shares as shall be sufficient for such purpose.

     6.   No Reissuance of Series D Preferred Stock.  Any share
or shares of Series D Preferred Stock acquired by the Company by
reason of redemption, purchase, conversion or otherwise shall be
cancelled, shall return to the status of authorized but unissued
preferred stock of no designated series, and shall not be
reissuable by the Company as Series D Preferred Stock. 

     7.   Restrictions and Limitations.

          (a)  Corporate Securities Action.  Except as expressly
provided herein or as required by law, so long as any shares of
Series D Preferred Stock remain outstanding, the Company shall
not, and shall not permit any subsidiary (which shall mean any
corporation, association or other business entity for which the
Company and/or any of its other subsidiaries directly or
indirectly owns at the time more than fifty percent (50%) of the
outstanding voting shares, or more than 50% of the combined
voting power of the outstanding voting shares, of such
corporation or trust), without the approval by vote or
written consent by the holders of at least a majority of the then
outstanding shares of Series D Preferred Stock, voting as a
separate class, to take any action, or fail to take any action,
which would adversely affect the rights of the holders of Series
D Preferred Stock.

          (b)  Amendments to Charter.  Without limiting the
generality of the preceding paragraph, the Company shall not
amend its articles of incorporation without the approval by
the holders of at least a majority of the then outstanding shares
of Series D Preferred Stock if such amendment would:

               (i)  change the relative seniority rights of the
holders of Series D Preferred Stock as to the payment of
dividends in relation to the holders of any other capital
stock of the Company, or create any other class or series of
capital stock entitled to seniority as to the payment of
dividends in relation to the holders of Series D Preferred Stock;

               (ii) reduce the amount payable to the holders of
Series D Preferred Stock upon the voluntary or involuntary
liquidation, dissolution or winding up of the Company,
or change the relative seniority of the liquidation preferences
of the holders of Series D Preferred Stock to the rights upon
liquidation of the holders of other capital stock of the
Company, or change the dividend rights of the holders of Series D
Preferred Stock;

               (iii)     cancel or modify the conversion rights
of the holders of Series D Preferred Stock provided for in
Section 5 herein;

                (iv)     cancel or modify the rights of the
holders of the Series D Preferred Stock provided for in this
Section 7.

     8.   No Dilution or Impairment.  The Company shall not, by
amendment of its articles of incorporation or through any
reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of
any of the terms of the Series D Preferred Stock set forth
herein, but shall at all times in good faith assist in the
carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate in order to protect
the rights of the holders of the Series D Preferred Stock against
dilution or other impairment.  Without limiting the generality of
the foregoing, the Company (a) shall not increase the par value
of any shares of stock receivable on the conversion of the Series
D Preferred Stock above the amount payable therefor on such
conversion, (b) shall take all such action as may be necessary or
appropriate in order that the Company may validly and legally
issue fully-paid and non-assessable shares of stock on the
conversion of all Series D Preferred Stock from time to time
outstanding, and (c) shall not consolidate with or merge into any
other person or permit any such person to consolidate with or
merge into the Company (if the Company is not the surviving
person), unless such other person shall expressly assume in
writing and will be bound by all of the terms of the Series D
Preferred Stock set forth herein.

     9.   Notices of Record Date.  In the event of:

          (a)  any taking by the Company of a record of the
holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend or
other distribution, or any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right,
or

          (b)  any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the
Company, any merger of the Company, or any transfer of all or
substantially all of the assets of the Company to any other
corporation, or any other entity or person, or

          (c)  any voluntary or involuntary dissolution,
liquidation or winding up of the Company.  Then and in each such
event the Company shall mail or cause to be mailed to each
holder of Series D Preferred Stock a notice specifying (i) the
date on which any such record is to be taken for the purpose of
such dividend, distribution or right and a description of such
dividend, distribution or right, (ii) the date on which any such
reorganization, reclassification, recapitalization, transfer,
merger, dissolution, liquidation or winding up is expected to
become effective and (iii) the time, if any, that is to be fixed,
as to when the holders of record of Common Stock (or other
securities) shall be entitled to exchange their shares of Common
Stock (or other securities) for securities or other property
deliverable upon such reorganization, reclassification,
recapitalization, transfer, merger, dissolution, liquidation or
winding up.  Such notice shall be mailed at least ten (10)
business days prior to the date specified in such notice
on which such action is to be taken.


Signed on October 28, 1998.


                              /s/ Mark Levy
                            _________________________
                            Mark Levy, Vice President



EXHIBIT 4.5


THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT
TO THE ACT OR AN OPINION OF LEGAL COUNSEL, REASONABLY
SATISFACTORY TO THE COMPANY, IS OBTAINED STATING THAT AN
EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.  THIS
WARRANT MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT UNDER THE
LIMITED CIRCUMSTANCES DESCRIBED HEREIN.



DATED:  September 22, 1998                               NO. __


                         FORM OF WARRANT

                     nSTOR TECHNOLOGIES, INC.

                Warrant to Purchase 333,334 Shares
            of Common Stock, par value $.05 per share 

           VOID AFTER 5:00 P.M., EASTERN STANDARD TIME
                         ON MARCH 5, 2001

The Company (as hereafter defined) has issued to Holder (as
hereafter defined) that certain Amended and Restated Promissory
Note dated September  22 , 1998, in the principal amount of
$____________ (the "Amended Note"), which extended the due
date of that certain Promissory Note dated March 5, 1998 in the
original principal amount of $____________.  In consideration of
Holder's consent to the issuance of the Amended Note and the
Holder's surrender of that certain warrant to purchase
shares of the Company's common stock, dated March 5, 1998,
Company desires to issue this Warrant (as hereafter defined) in
accordance with the terms and conditions set forth herein.

This certifies that, for value received, _________________
or registered assigns (collectively with ______, the
"Holder"), is entitled to purchase from nStor Technologies, Inc.,
a Delaware corporation (the "Company"), _________________________
________ (_______) fully paid and nonassessable shares (the
"Shares") of the Common Stock, par value $.05 per share, of the
Company ("Common Stock") at a price of $____ per Share (the
"Exercise Price") at any time from and after March 5,
1998 to and including 5:00 p.m. Eastern Standard Time on March 5,
2001 (the "Exercise Period"), subject to the terms, conditions
and adjustments set forth in this Warrant (the "Warrant").

1.   Exercise of Warrants.  This Warrant may be exercised in
whole or in part by the Holder during the Exercise Period upon
presentation and surrender hereof, with the attached Purchase
Form duly executed, at the office of the Company located at 100
Century Boulevard, West Palm Beach, FL  33417, accompanied by
full payment of the Exercise Price multiplied by the number of
Shares of the Company being purchased (the "Purchase Price"),
whereupon the Company shall cause the appropriate number
of Shares to be issued and shall deliver to the Holder, as
promptly as practicable, a certificate representing the Shares
being purchased.  This Warrant may be exercised for not less than
1,000 Shares and in additional increments of 1,000 Shares at any
time and from time to time during the Exercise Period.  Upon each
partial exercise hereof, a new Warrant evidencing the remainder
of the Shares will be issued to the Holder, at the Company's
expense, as soon as reasonably practicable, at the same
Exercise Price, for the same Exercise Period, and otherwise of
like tenor as the Warrant partially exercised.  The Purchase
Price shall be payable by delivery of a certified or bank
cashier's check payable to the Company, or by wire transfer of
immediately available funds to an account designated in writing
by the Company, in the amount of the Purchase Price.  The Holder
shall be deemed for all purposes to have become the holder of
record of Shares so purchased upon exercise of this
Warrant as of the close of business on the date as of which this
Warrant, together with a duly executed Purchase Form, was
delivered to the Company and payment of the Purchase Price was
made, regardless of the date of delivery of any certificate
representing the Shares so purchased, except that if the Company
were subject to any legal requirements prohibiting it from
issuing shares of Common Stock on such date, the Holder shall be
deemed to have become the record holder of such Shares on the
next succeeding date as of which the Company ceased to be so
prohibited.  

2.   Exchange; Restrictions on Transfer or Assignment.  This
Warrant is exchangeable, without expense, at the option of the
Holder, upon surrender hereof to the Company for other Warrants
of like tenor of different denominations entitling the
Holder to purchase in the aggregate the same number of Shares
purchasable hereunder.  This Warrant and the Holder's rights
hereunder may not be transferred, assigned or subjected to a
pledge or security interest, except that the Holder may
transfer this Warrant in whole or in part (in minimum increments
of 1,000 Shares) to a corporation controlled by or under common
control with the Holder, by surrender of this Warrant to the
Company at its principal office with the assignment form attached
hereto duly completed and executed (with signature guaranteed),
whereupon the Company, if it determines that the proposed
assignment is permitted pursuant to the provisions hereof, shall
register the assignment of this Warrant in accordance with the
information contained in the assignment instrument and shall,
without charge, execute and deliver a new Warrant or Warrants in
the name of the assignee or assignees named in such assignment
instrument (and, if applicable, a new Warrant in the name
of the Holder evidencing any remaining portion of the Warrant not
theretofore exercised, transferred or assigned) and this Warrant
shall promptly be cancelled.  Conditions to the transfer of this
Warrant or any portion thereof shall be that (x) Holder deliver
to the Company an opinion of counsel, reasonably satisfactory in
form and substance to the Company's counsel, to the effect that
the proposed transfer will not be in violation of the Securities
Act of 1933, as amended (the "Act") or of any applicable state
law and that (y) the proposed transferee deliver to the Company
his or its written agreement to accept and be bound by all of the
terms and conditions of this Warrant.  The term "Warrant" as used
herein includes any Warrants into which this Warrant may be
divided or exchanged.

3.   Rights and Obligations of Warrant Holders.  This Warrant
does not confer upon the Holder any rights as a shareholder of
the Company, either at law or in equity.  The rights of the
Holder are limited to those expressed herein and the Holder, by
acceptance hereof, consents to and agrees to be bound by and to
comply with all the provisions of this Warrant.  Each Holder, by
acceptance of this Warrant, agrees that the Company and its
transfer agent, if any, may, prior to any presentation of this
Warrant for registration of transfer, deem and treat the person
in whose name this Warrant is registered as the absolute, true
and lawful owner of this Warrant for all purposes whatsoever and
neither the Company nor any transfer agent shall be affected by
any notice to the contrary.

4.   Covenants and Warranties of the Company Stock.  The Company
covenants and agrees that (i) all Shares which may be issued and
delivered upon exercise of this Warrant and payment of the
Purchase Price will, upon delivery, be duly authorized,
validly issued, fully-paid and nonassessable shares of Common
Stock; and (ii) the Company shall at all times during the
Exercise Period reserve and keep available a number of authorized
but unissued shares of Common Stock sufficient to permit the
exercise in full of this Warrant.  The Company will take all such
actions as may be necessary to assure that all shares of Common
Stock may be so issued without violation by the Company of any
applicable law or government regulation or any requirement of any
securities exchange upon which shares of Common Stock may be
listed (except for official notice of issuance, which the Company
will transmit promptly upon issuance of such shares).

The Company represents and warrants that:  (i) the Company is a
corporation duly organized, validly existing and in good standing
under the laws of the state of Delaware; (ii) the Company has all
requisite corporate power and authority to issue this Warrant and
to consummate the transactions contemplated hereby, and such
issuance and consummation will not conflict with, result in a
material breach of, constitute a material default under or
material violation of any provision of the Company's Articles of
Incorporation or Bylaws, and to the best knowledge of the
Company, any law or regulation of any governmental authority or
any provision of any agreement, judgment or decree affecting the
Company; and (iii) all corporate action required to be taken by
the Company in connection with the execution and delivery
of this Warrant and the performance of the Company's obligations
hereunder has been taken. 

5.   Disposition of Warrants or Shares.  The Holder acknowledges
that this Warrant and the Shares issuable upon exercise thereof
have not been registered under the Act or applicable state law.
The Holder agrees, by acceptance of this Warrant, (i) that no
sale, transfer or distribution of this Warrant or the Shares
shall be made except in compliance with the Act and the rules and
regulations promulgated thereunder, including any applicable
prospectus delivery requirements and the restrictions on
transfer set forth herein, and (ii) that if distribution of this
Warrant or any Shares is proposed to be made by it otherwise than
by delivery of a prospectus meeting the requirements of Section
10 of the Act, such action shall be taken only after
submission to the Company of an opinion of counsel, reasonably
satisfactory in form and substance to the Company's counsel, to
the effect that the proposed distribution will not be in
violation of the Act or of applicable state law.

6.   Adjustment.  The number of Shares purchasable upon the
exercise of this Warrant and the Exercise Price per Share are
subject to adjustment from time to time as provided in this
Section 6. 

     (a)  Subdivision or Combination of Shares.  If the Company
shall at any time subdivide its outstanding shares of Common
Stock into a greater number of shares (including a stock split
effected as a stock dividend) or combine its outstanding shares
of Common Stock into a lesser number of shares, the number of
Shares issuable upon exercise of this Warrant shall be adjusted
to such number as is obtained by multiplying the number of shares
issuable upon exercise of this Warrant immediately prior to such
subdivision or combination by a fraction, the numerator of which
is the aggregate number of shares of Common Stock outstanding
immediately after giving effect to such subdivision or
combination and the denominator of which is the aggregate
number of shares of Common Stock outstanding immediately prior to
such subdivision or combination, and the Exercise Price per Share
shall be correspondingly adjusted to such amount as shall, when
multiplied by the number of Shares issuable upon full
exercise of this Warrant (as increased or decreased to reflect
such subdivision or combination of outstanding shares of Common
Stock, as the case may be), equal the product of the Exercise
Price per Share in effect immediately prior to such subdivision
or combination multiplied by the number of Shares issuable upon
exercise of this Warrant immediately prior to such subdivision or
combination.

     (b)  Effect of Sale, Merger or Consolidation.  If any
capital reorganization or reclassification of the capital stock
of the Company, or consolidation or merger of the Company with
another corporation, or sale of all or substantially
all of the Company's assets to another corporation shall be
effected after the date hereof in such a way that holders of
Common Stock shall be entitled to receive stock, securities or
assets with respect to or in exchange for Common Stock, then, as
a condition of such reorganization, reclassification,
consolidation, merger or sale, lawful and adequate provision
shall be made whereby the Holder shall thereafter have
the right to purchase and receive, upon the basis and the terms
and conditions specified in this Warrant and in lieu of the
Shares immediately theretofore purchasable and receivable upon
the exercise of this Warrant, such shares of stock, securities or
assets as may be issued or payable with respect to or in exchange
for a number of outstanding shares of Common Stock equal to the
number of shares of Common Stock immediately theretofore
purchasable and receivable upon the exercise of this
Warrant, and in any such case appropriate provision shall be made
with respect to the rights and interests of the Holder to the end
that the provisions of this Warrant (including, without
limitation, provisions for adjustments of the Exercise Price and
of the number of Shares issuable upon the exercise of this
Warrant) shall thereafter be applicable, as nearly as may be
possible, in relation to any shares of stock, securities or
assets thereafter deliverable upon the exercise of this Warrant. 
The Company shall not effect any such consolidation, merger or
sale unless prior to or simultaneously with the consummation
thereof the successor corporation (if other than the
Company) resulting from such consolidation or merger or the
corporation purchasing such assets shall assume, by written
instrument executed and delivered to the Holder at its last
address appearing on the books of the Company, the obligation to
deliver to the Holder such shares of stock, securities or assets
as, in accordance with the foregoing sentence, the Holder may be
entitled to purchase. 

     (c)  Notice to Holder of Adjustment.  Whenever the number of
Shares purchasable upon exercise of this Warrant or the Exercise
Price per Share is adjusted as herein provided, the Company shall
cause to be mailed to the Holder, in accordance with the
provisions of Section 10 hereof, notice setting forth the
adjusted number of Shares purchasable upon the exercise of the
Warrant and the adjusted Exercise Price and showing in reasonable
detail the computation of the adjustment and the facts upon which
such adjustment is based.

     (d)  Notices to Holder of Certain Events.  If at any time
after the date hereof:

               (i)  the Company shall declare any dividend or
other distribution  upon or with respect to the Common Stock
payable otherwise than in cash out of the consolidated net income
of the Company and any subsidiaries thereof, including any
dividend payable in shares of Common Stock or other securities
of the Company; or
 
               (ii)  the Company shall offer for subscription to
the holders of its Common Stock any additional shares of stock of
any class or any other securities convertible into stock or any
rights to subscribe thereto; or

               (iii)  there shall be any capital reorganization
or reclassification of the capital stock of the Company (other
than a change in par value, or from par value to no par value, or
from no par value to par value or as result of the subdivision or
combination of shares), or any conversion of the Shares into
securities of another corporation, or a sale of all or
substantially all of the assets of the Company, or a
consolidation or merger of the Company with another corporation
(other than a merger with a subsidiary in which the Company is
the continuing corporation and which does not result in any
reclassification or change of the Shares issuable upon exercise
of the Warrants); or

               (iv)  there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company; then, in
any one or more of said cases, the Company shall cause to be
mailed to the Holder, not less than ten (10) days before any
record date or other date set for the definitive action, written
notice of the date upon which the books of the Company
shall close or a record shall be taken for purposes of such
dividend, distribution or subscription rights or upon which such
reorganization, reclassification, conversion, sale,
consolidation, merger, dissolution, liquidation or winding
up shall take place, as the case may be.  Such notice shall also
set forth facts as shall indicate the effect of such action (to
the extent such effect may be known at the date of such notice)
on the number of Shares and the kind and amount of the shares of
stock and other securities and property deliverable upon exercise
of the Warrants.  Such notice shall also specify the date as of
which the holder of record of the shares of Common Stock
shall participate in said dividend, distribution or subscription
rights or shall be entitled to exchange their shares of Common
Stock for securities or other property deliverable upon such
reorganization, reclassification, conversion, sale,
consolidation, merger, dissolution, liquidation or winding up, as
the case may be (on which date in the event of voluntary or
involuntary dissolution, liquidation or winding up of the
Company, the right to exercise the Warrants shall terminate).

     (e)  Fractional Shares.  The Company shall not be required
to issue any fraction of a Share upon the exercise of this
Warrant.  The number of full Shares which shall be issuable upon
the full or partial exercise of this Warrant shall be computed on
the basis of the aggregate number of Shares as to which this
Warrant is being exercised.  In lieu of any fractional interest
in a Share otherwise deliverable upon the exercise of this
Warrant, the Company shall pay a cash adjustment (which may
be effected as a reduction of the amount to be paid by the Holder
upon such exercise) in respect of such fraction of a Share in an
amount equal to the same fraction multiplied by the closing sales
price of the Common Stock on the principal securities exchange on
which the Common Stock is traded, or if the Common Stock is not
so listed for trading, the closing bid price of the Common Stock,
in each case on the date of the notice of exercise required
pursuant to Section 1 above, or the next succeeding trading date,
if the date of such notice is not a trading date, or if the
Common Stock is not traded on such dates, the next succeeding
trading date on which the Common Stock is traded.

     (f)  No Other Adjustments.  No adjustment to the number of
Shares subject to this Warrant or the Exercise Price per Share
shall be made pursuant to this Section 6 except as expressly
provided herein. 

7.   Piggy-Back Registration. 

     (a)  In the event the Company shall, at any time prior to
the expiration of this Warrant, file a registration statement
with the Securities and Exchange Commission (the "SEC") to
register shares of Common Stock, the Company shall furnish the
Holders with at least thirty (30) days prior written notice
thereof and such Holders shall have the option to include the
Shares to be issued to the Holders upon the exercise of this
Warrant in such registration statement.  The Holders shall
exercise the "piggy-back registration rights" granted pursuant to
this Section 7 by giving written notice to the Company within
twenty (20) days of the receipt of the aforementioned
written notice from the Company.  

     (b)  Notwithstanding any other provision of this Warrant,
the Company's obligations under this Section 7 shall be subject
to and limited by the following terms and conditions:

          (i) The obligations of the Company set forth under this
Section 7 shall not arise upon the filing of a registration
statement relating solely to shares of Common Stock issued
pursuant to  employee stock option or other benefit plans, a
merger of other business combination or a registration statement
which does not include substantially the same information as Form
S-1, Form S-2 or Form S-3, or any successor forms thereto.

          (ii)  If the Company files a registration statement in
connection with a proposed underwritten primary or secondary
public offering of Common Stock, the Company shall use its best
efforts to cause the managing underwriter of the proposed
offering to grant any request by the Holder that Shares purchased
by the Holder upon the exercise of this Warrant be included in
the proposed public offering on terms and conditions which are
customary under industry practice.  Notwithstanding any other
provision of this Agreement, if the managing underwriter of a
proposed primary or secondary public offering of the Common Stock
gives written notice to the Company that, in the reasonable
opinion of such managing underwriter, marketing factors
require a limitation of the total number of shares of Common
Stock to be underwritten, then the number of Shares purchased by
the Holder upon the exercise of this Warrant which the Company
shall be obligated to include in the registration statement shall
be reduced in accordance with the limitations imposed by the
managing underwriter.  Any such limitation imposed by the
managing underwriter shall be imposed pro rata among all holders
of Common Stock exercising rights granted pursuant to this
Section 7 or otherwise, in accordance with the amount of Common
Stock which each such person requested to be included in the
registration statement.

     (c)  The Company will pay all Registration Expenses (as
hereinafter defined) of all registrations under this Warrant;
provided, however, that if a registration is withdrawn at the
request of the Holders requesting such registration (other than
as a result of information concerning the business or financial
condition of the Company which is made known to the Holders after
the date on which such registration was requested), each of the
Holders shall pay the Registration Expenses of such registration
pro rata in accordance with the number of its Shares included in
such registration.  For purposes of this Section 7, the term
"Registration Expenses" shall mean all expenses incurred by the
Company in complying with this Section 7, including, without
limitation, all registration and filing fees, exchange listing
fees, printing expenses, fees and disbursements of counsel for
the Company, state Blue Sky fees and expenses, transfer agent
fees, cost of engraving of stock certificates, costs
for mailing and tombstone advertising, cost of preparing the
registration statement, related exhibits, amendments and
supplements thereto, underwriting documents, selected dealer
agreements, preliminary and final prospectuses, and the expense
of any special audits incident to or required by any such
registration, but excluding underwriting discounts and selling
commissions attributable to the Shares and the fees and expenses
of the Holder's own counsel and accountants, which shall be borne
by such holders.

8.   Indemnification and Notification.

     (a)  The Company will indemnify and hold harmless the
Holders, and each person, if any, who controls such Holders
within the meaning of Section 15 of the Act, from and against any
and all losses, claims, damages, expenses and liabilities
caused by any untrue statement of a material fact contained in
any registration statement or contained in a prospectus furnished
thereunder or caused by any omission to state a material fact
therein necessary to make the statement therein not
misleading provided, however, that the foregoing indemnification
and agreement to hold harmless shall not apply insofar as such
losses, claims, damages, expenses and liabilities are caused by
any such untrue statement or omissions based upon information
furnished in writing to the Company by any such Holder expressly
for use in any registration statement or prospectus.

     (b)  The Holders will indemnify the Company, and each person
who controls the Company within the meaning of Section 15 of the
Act, from and against any and all losses, claims, damages,
expenses and liabilities caused by an untrue statement of
a material fact contained in any registration statement or
contained in a prospectus furnished thereunder or caused by an
omission to state a material fact therein necessary to make the
statement therein not misleading insofar as such losses, claims,
damages, expenses and liabilities caused by such untrue statement
or omission based upon information furnished in writing to the
Company by any such Holder expressly for use in any registration
statement or prospectus.

     (c)  Promptly after the receipt by any indemnified party of
notice of the commencement of any action, said indemnified party
will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the
indemnifying party in writing of the commencement thereof; but
the omission to so notify the indemnifying party will not relieve
it from any liabilities which it may have to them otherwise than
under this Section 8, except if such delay prejudices the
indemnifying party.  In case any such action is brought against
any party who may seek indemnification hereunder and the
indemnifying party is notified of the commencement thereof as
provided herein, the indemnifying party will be entitled to
participate in, and, to the extent that it may wish, to assume
the defense thereof, with counsel satisfactory to the indemnified
party, and after notice from the indemnifying party to such
indemnified party of the indemnifying party's election so to
assume the defense thereof, the indemnifying party will not be
liable under this Section 8 for any legal or other expense
subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of
investigation.  The indemnifying party will not be liable for any
settlement effected without its written consent.

9.   Survival.  The various rights and obligations of the Holder
and of the Company as set forth in Sections 4, 5, 6, 7 and 8
hereof shall survive the exercise of this Warrant and the
surrender of this instrument upon such exercise.

10.  Notice.  All notices required by this Warrant to be given or
made by the Company shall be given or made by first class mail,
postage prepaid, addressed to the registered holder hereof at the
address of such holder as shown on the books of the Company.

11.  Loss or Destruction.  Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any loss, theft or
destruction, upon delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company and its counsel,
or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company, at its expense, will
execute and deliver, in lieu thereof, a new Warrant of like
tenor.

12.  Miscellaneous.

     (a)  Neither this Warrant nor any term hereof may be
changed, waived, discharged or terminated except by a written
instrument executed by the Company and the Holder.

     (b)  This Warrant shall be governed by, and construed and
enforced in accordance with, the internal laws of the State of
Florida, without regard to principles of conflicts of laws
thereof.

     (c)  Each provision of this Warrant shall be interpreted in
such a manner as to be effective, valid and enforceable under
applicable law, but if any provision of this Warrant is held to
be invalid, illegal or unenforceable under any applicable law or
rule in any jurisdiction, such provision will be ineffective only
to the extent of such invalidity, illegality or unenforceability
in such jurisdiction, without invalidating the remainder of this
Warrant in such jurisdiction or any provision hereof in any other
jurisdiction.

     (d)  No course of dealing or delay or failure to exercise
any right hereunder on the part of the Holder shall operate as a
waiver of such right or otherwise prejudice the Holder's rights,
power or remedies.

     (e)  The Company shall pay all expenses incurred by it in
connection with, and all documentary stamp and other taxes (other
than stock transfer taxes) and other governmental charges that
may be imposed in respect of, the issue, sale and delivery
of this Warrant and the Shares issuable upon the exercise hereof.

     (f)  This Warrant and the rights evidenced hereby shall
inure to the benefit of and be binding upon the successors and
assigns of the Company and the successors and permitted assigns
of the Holder.


     IN WITNESS WHEREOF the Company has caused this Warrant to be
executed by its duly authorized officer as of the ____th day of
September, 1998.



ATTEST:                       nSTOR TECHNOLOGIES, INC.

By:__________________         By:____________________             
Name:________________         Name:__________________
Title:_______________         Title:_________________             
   








                            ASSIGNMENT

     To be executed by the registered holder to effect a
permitted transfer of the within Warrant.  Capitalized terms have
the same meanings ascribed to them in the within Warrant.


FOR VALUE RECEIVED ("Assignor")
hereby sells, assigns and transfers unto

_________________________________________   ("Assignee")
(Name)

_________________________________________  
(Address)

_________________________________________
  

the right to purchase __________ shares of Common Stock of nStor
Technologies, Inc. evidenced by the within Warrant, together with
all right, title and interest therein, and does irrevocably
constitute and appoint _____________________________ attorney to
transfer the said right on the books of said corporation with
full power of substitution in the premises.

     In satisfaction of a condition to the effectiveness of this
assignment, Assignor hereby certifies that Assignee is a
corporation controlled by or under common control with Assignor.


Date:                                   Assignor:  


                         By_________________________
                         Its_________________________ 


                         Signature:___________________________   

<PAGE>
                          PURCHASE FORM

     To be executed upon exercise of the within Warrant. 
Capitalized terms have the same meanings ascribed to them in the
within Warrant.


TO:  nStor Technologies, Inc.

     The undersigned hereby exercises the right to purchase
_____________ Shares of Common Stock evidenced by the within
Warrant, according to the terms and conditions thereof, and
hereby makes payment of the Purchase Price.  The undersigned
requests that certificates for the Shares shall be issued in the
name set forth below:


Dated:________________        Name:_____________________          
   

                                                                  
                              __________________________ 
                              (Address)
                                                                  
                              __________________________
                              

                              __________________________
                              Social Security No.                 
                              or other identifying number





EXHIBIT 4.6

                      SUBSCRIPTION AGREEMENT
                                 
     nStor Technologies, Inc., a Delaware corporation (the
"Company"), and Maurice Halperin (the "Investor"), hereby agree
as follows:

     1.   Sale and Purchase of Shares.

          (a)  Subject to the prior approval of the Company's
Board of Directors, the Company agrees to issue to the Investor,
and the Investor agrees to purchase from the Company, on the
terms and conditions set forth in this Subscription Agreement
(the "Agreement").  1,666.67 shares (the "Shares") of the
Company's Series A Preferred Stock (the "Preferred Stock") having
the designations set forth in the Certificate of Designations
attached hereto and made a part hereof.

          (b)  The Company shall issue the Shares in
consideration of, and against payment by, the Investor One
Million dollars ($1,000,000) in the form of the 8% Convertible
Subordinated Debenture dated July 7, 1998 which is being
surrendered to the Company on the date hereof.
($1,000,000) and naming the Investor as the payee.

          (c)  The closing shall take place at such time and
place as shall be mutually agreed.

     
     2.   Certain Representations of the Investor.

          The Investor hereby represents and warrants to the
Company, its officers and directors, the following: 

          (a)  The Investor is an individual resident of Palm
Beach County, in the state  of Florida.

          (b)  The Investor has read carefully and understands
this Agreement and has consulted his own attorney or accountant
with respect to the investment contemplated hereby and its
suitability for the Investor.

          (c)  The Company has made available to the Investor, or
his designated representatives, during the course of this
transaction and prior to the purchase of any of the securities
referred to herein, the opportunity to ask questions of and
receive answers from the officers and directors of the Company
concerning the terms and conditions of the offering or
otherwise relating to the financial data and business of the
Company, to the extent that the Company or its officers and
directors possess such information or can acquire it without
unreasonable effort or expense.  The Company has also made
available to the Investor for inspection, documents, records,
books and other written information about the Company, its
business and this investment at the office of the Company at 100
Century Blvd., West Palm Beach, FL 33417.

          (d)  The Investor understands and represents that:  (i)
the Investor must bear the economic risk of this investment for
an indefinite period of time because the Shares have not
been registered under the Securities Act of 1933, as amended (the
"1933 Act"), or under any state securities laws and, therefore,
cannot be resold unless they are subsequently registered
under the 1933 Act and the pertinent state securities laws or
unless an exemption from such registration is available; (ii) the
Investor is purchasing the Shares for investment for his own
account and not for the account of any other person, and not with
any present view toward resale or other "distribution" thereof
within the meaning of the 1933 Act; and (iii) the Investor agrees
not to resell or otherwise dispose of all or any part of the
Shares, except as permitted by law, including, without
limitation, any and all applicable provisions of this Agreement
and any regulations under the 1933 Act.

          (e)  The Investor has such knowledge and experience in
financial and business matters that he is capable of evaluating
the merits and risks of an investment in the Shares.  The
Investor represents, warrants and covenants that he is an
"Accredited Investor" within the meaning of Rule 501 of the 1933
Act.  In particular, the Investor qualifies as such pursuant to
Subsections (a)(5) and (6) of Rule 501, which provides that an
Accredited Investor shall include:

          any natural person whose individual net worth, or joint
          net worth with that person's spouse, at the time of his
          purchase exceeds $1,000,000;

          and any natural person who had an individual income in
          excess of $200,000 in each of the two most recent years
          or joint income with that person's spouse in excess of
          $300,000 in each of those years and has a reasonable
          expectation of reaching the same income level in the
          current year."

          (f)  The Investor is aware that an investment in the
Shares is highly speculative and subject to substantial risks. 
The Investor is capable of bearing the high degree of economic
risk and burdens of this investment, including the possibility of
a complete loss of his investment and the lack of a public market
and limited transferability of the Shares, which may make the
liquidation of this investment impossible for an indefinite
period of time.  The financial condition of the Investor is such
that he is under no present or contemplated future need to
dispose of any of the Shares to satisfy any existing or
contemplated undertaking, need or indebtedness.

          (g)  All of the information that either Investor has
set forth or represented in this Agreement, with respect to his
financial position and business and investment experience
is correct and complete as of the date of this Agreement and, if
there should be any material change in such information prior to
the purchase of Shares, the Investor will immediately furnish
the revised or corrected information to the Company.

          (h)  The Investor agrees that he shall be bound by all
of the terms, conditions, duties and obligations of this
Agreement insofar as such matters affect the Company and/or the
Investor.

     3.   Restricted Stock and Legend.

          (a)  The Investor acknowledges that the Shares offered
hereunder are being offered pursuant to a private placement
exemption under the 1933 Act, and that the Shares are
deemed "restricted securities" as defined in the 1933 Act.  Until
the securities offered hereunder become registered with the
Securities and Exchange Commission, each certificate
representing a share of Common Stock shall bear a legend in
substantially the following form:

          THE SHARE(S) REPRESENTED BY THIS CERTIFICATE HAVE NOT
          BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES
          LAWS, AND THE COMPANY HAS RELIED UPON AN EXEMPTION
          TO THE REGISTRATION REQUIREMENT UNDER THE ACT FOR
          THE SALE OF THE SHARE(S) REPRESENTED BY THIS
          CERTIFICATE TO ITS HOLDER.  THEREFORE, THE SHARES 
          REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED STOCK
          AND MAY NOT BE SOLD OR TRANSFERRED TO ANY THIRD
          PARTY WITHOUT EITHER BEING REGISTERED UNDER THE ACT
          OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
          THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

          (b)  Prior to any transfer or attempted transfer of any
of the Shares issued hereunder, or any interest therein, the
Investor shall give the Company written notice of his
intention to make such transfer, describing the manner of the
intended transfer and the proposed transferee.  Promptly after
receiving such written notice, the Company shall present copies
thereof to counsel for the Company and to any special counsel
designated by such Investor or by such holder.  If in the opinion
of each of such counsel the proposed transfer may be effected
without registration of the Shares under the applicable federal
or state securities laws, as promptly as practicable, the Company
shall notify the Investor of such opinions, whereupon the
Shares proposed to be transferred shall be transferred in
accordance with the terms of said notice.  The Company shall not
be required to effect any such transfer prior to the receipt of
such favorable opinion(s); provided, however, the Company may
waive the requirement that Investor obtain an opinion of counsel,
in its sole and absolute discretion.  As a condition to such
favorable opinion, counsel for the Company may require an
investment letter to be executed by the proposed transferee.

     4.   No Assignment.

          This Agreement is neither transferable nor assignable
by the Investor without the prior written consent of the Company.

     5.   General.

          (a)  This Agreement shall be binding upon the Investor
and the Company and their respective representatives, successors,
and permitted assigns; 

          (b)  This Agreement shall be be governed, construed and
enforced in accordance with the internal laws of the State of
Florida


          (c)  all covenants, agreements, representations and
warranties made herein or otherwise made in writing by any party
pursuant hereto shall survive the execution and delivery
of this Agreement and the consummation of the transactions
contemplated hereby.  

          (d)  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

          (e)  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 (i) if to
the Company, at nStor Technologies, Inc., 100 Century Blvd., West
Palm Beach, FL 33417, attn: Mark Levy, and (ii) if to the
Investor, at the address set forth under its name below, or at
such other address as each such party furnishes by notice given
in accordance with this Section 6(e), 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.


     IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the 29th  day of September, 1998.



nStor Technologies, Inc.                Investor
a Delaware corporation

      /s/ Mark Levy                      /s/ Maurice Halperin
By:___________________________          _____________________
   Mark Levy                              Maurice Halperin
   Its:  President

                                        17890  Deanville Lane     
                                        Boca Raton, FL  33496     
                                        _____________________
                                        Address



Exhibit 4.7

                  REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION RIGHTS AGREEMENT, dated as of
September 29, 1998 (this "Agreement"), is made by and among
nStor Technologies, Inc., a Delaware corporation (the "Company"),
and the person named on the signature page hereto (the
"Investor").


                       W I T N E S S E T H:

     WHEREAS, 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 and sell to the Investor shares (the "Shares") of Series A
Preferred Stock (the "Preferred Stock");

     WHEREAS, 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 Shares;

     NOW, THEREFORE, 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 or another
form acceptable to Investor 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)  "Common Stock" shall mean the common stock
of the Company, par value $.05 per share.

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

     2.   Registration.

          (a)  The Company shall prepare and file with the SEC
within 45 days of the dated hereof a registration statement on
Form S-3 covering at least 1,666,667 shares of Common Stock that
are issuable upon conversion of Preferred Stock.

          (b)  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.

          (c)  Notwithstanding the registration of the resale of
Common Stock in accordance with Section 2(a), if at any time of
offer and sale of such Common Stock 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 Common Stock, the Company shall:

          (a)  Prepare and file with the SEC promptly (but in no
event later than the applicable time periods set forth in Section
2(a)) a Registration Statement or Statements with respect to the
Common stock and thereafter use its best efforts to cause the
Registration Statement to become effective as soon as possible
after such filing, and keep the Registration Statement, if the
Registration Statement utilizes to Rule 415, 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);

          (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 Common Stock owned by the
Investor;




          (d)  Use reasonable efforts to (i) register and qualify
the Common Stock covered by the Registration Statement under such
other securities or blue sky laws of such jurisdictions as the
may reasonably request, (ii) prepare and file in those
jurisdictions such amendments (including post-effective
amendments) and supplements, (iii) 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 (iv) take all other actions reasonably necessary or advisable
to qualify the Common Stock 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 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 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
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 an 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 (i) cause all the
Common Stock 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 (ii) 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 Common Stock 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 Common Stock to be sold
pursuant to 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 Common
Stock pursuant to the Registration Statement.  

     4.   Obligations of the Investor.  In connection with the
registration of the Common Stock, 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").  For
each day that the Requested Information is not received beginning
five business days from the date of its request, the Company
shall have the right to extend the period for filing set forth
Section 2(a) hereof by one day.

          (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 Common Stock 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 Common Stock 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 Common Stock.

     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
by the Investor 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 Common Stock 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 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 (i) 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,
(ii) 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 (iii) 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 Common Stock 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 Common Stock, promptly upon request, (i) a written statement
by the Company that it has complied with the reporting
requirements of Rule 144, the Securities Act and the Exchange
Act, (ii) 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 (iii) such other information as may be reasonably
requested to permit the Investor to sell such securities pursuant
to Rule 144 without Registration.  In addition, Investor shall
continue to receive a monthly report from the Company.

     8.   Assignment of the Registration Rights.  The rights to
have the Company register Common Stock pursuant to this Agreement
may not be assigned unless the Company agrees to the assignment
in writing. 

     9.   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 Investor.  Any amendment of waiver
effected in accordance with this Section 9 shall be binding
upon the Investor and the Company.  

     10.  Miscellaneous.

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

          (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 (i) if to
the Company, at nStor Technologies, Inc., 100 Century Blvd., West
Palm Beach, FL 33417, attn: Mark Levy, and (ii) if to the
Investor, at the address set forth under its name in the
Subscription Agreement, or at such other address as each
such party furnishes by notice given in accordance with this
Section 10(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)  Subject to the requirements of Section 9 hereof,
this Agreement shall inure to the benefit of and be binding upon
the successors and 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.  


     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.


                                       /s/ Mark Levy
                              By_____________________________   
                                   Mark Levy, Vice President
                                   Its: Vice President


                                   /s/ Maurice A. Halperin
                              _________________________________
                                        (INVESTOR)








EXHIBIT 4.8


THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT
TO THE ACT OR AN OPINION OF LEGAL COUNSEL, REASONABLY
SATISFACTORY TO THE COMPANY, IS OBTAINED STATING THAT AN
EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.  THIS
WARRANT MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT UNDER THE
LIMITED CIRCUMSTANCES DESCRIBED HEREIN.



DATED:  October 28, 1998                                   NO. __


                             FORM OF 

                             WARRANT

                     nSTOR TECHNOLOGIES, INC.

                Warrant to Purchase ______ Shares
            of Common Stock, par value $.05 per share 

           VOID AFTER 5:00 P.M., EASTERN STANDARD TIME
                       ON OCTOBER 30, 2001

The Company (as hereafter defined) has previously issued to
Holder (as hereafter defined) 200 shares of the Company's 8%
Series B Convertible Preferred Stock (the Preferred Stock").  In
consideration of Holder's consent to the redemption by the
Company of all Preferred Stock currently owned by Holder, the
Company desires to issue this Warrant (as hereafter defined) in
accordance with the terms and conditions set forth herein.

This certifies that, for value received, ______________________
or registered assigns ___________________________, the "Holder"),
is entitled to purchase from nStor Technologies, Inc., a Delaware
corporation (the "Company"), ___________________________
(____________) fully paid and nonassessable shares (the "Shares")
of the Common Stock, par value $.05 per share, of the Company
("Common Stock") at a price of $1.00 per Share (the
"Exercise Price") at any time from and after October 30, 1998 to
and including 5:00 p.m. Eastern Standard Time on October 30, 2001
(the "Exercise Period"), subject to the terms, conditions and
adjustments set forth in this Warrant (the "Warrant").

1.   Exercise of Warrants.  This Warrant may be exercised in
whole or in part by the Holder during the Exercise Period upon
presentation and surrender hereof, with the attached Purchase
Form duly executed, at the office of the Company located at 100
Century Boulevard, West Palm Beach, FL  33417, accompanied by
full payment of the Exercise Price multiplied by the number
of Shares of the Company being purchased (the "Purchase Price"),
whereupon the Company shall cause the appropriate number of
Shares to be issued and shall deliver to the Holder, as promptly
as practicable, a certificate representing the Shares being
purchased.  This Warrant may be exercised for not less than 1,000
Shares and in additional increments of 1,000 Shares at any time
and from time to time during the Exercise Period.   Upon each
partial exercise hereof, a new Warrant evidencing the remainder
of the Shares will be issued to the Holder, at the Company's
expen se, as soon as reasonably practicable, at the same Exercise
Price, for the same Exercise Period, and otherwise of like tenor
as the Warrant partially exercised.  The Purchase Price shall be
payable by delivery of a certified or bank cashier's check
payable to the Company, or by wire transfer of immediately
available funds to an account designated in writing by the
Company, in the amount of the Purchase Price.  The Holder
shall be deemed for all purposes to have become the holder of
record of Shares so purchased upon exercise of this
Warrant as of the close of business on the date as of which this
Warrant, together with a duly executed Purchase Form, was
delivered to the Company and payment of the Purchase Price was
made, regardless of the date of delivery of any certificate
representing the Shares so purchased, except that if the Company
were subject to any legal requirements prohibiting it from
issuing shares of Common Stock on such date, the Holder shall be
deemed to have become the record holder of such Shares on the
next succeeding date as of which the Company ceased to be so
prohibited.  

2.   Exchange; Restrictions on Transfer or Assignment.  This
Warrant is exchangeable, without expense, at the option of the
Holder, upon surrender hereof to the Company for other
Warrants of like tenor of different denominations entitling the
Holder to purchase in the aggregate the same number of Shares
purchasable hereunder.  This Warrant and the Holder's
rights hereunder may not be transferred, assigned or subjected to
a pledge or security interest, except that the Holder may
transfer this Warrant in whole or in part (in minimum increments
of 1,000 Shares) to a corporation controlled by or under common
control with the Holder, by surrender of this Warrant to the
Company at its principal office with the assignment form
attached hereto duly completed and executed (with signature
guaranteed), whereupon the Company, if it determines that the
proposed assignment is permitted pursuant to the provisions
hereof, shall register the assignment of this Warrant in
accordance with the information contained in the assignment
instrument and shall, without charge, execute and deliver a new
Warrant or Warrants in the name of the assignee or assignees
named in such assignment instrument (and, if applicable, a new
Warrant in the name of the Holder evidencing any remaining
portion of the Warrant not theretofore exercised, transferred or
assigned) and this Warrant shall promptly be cancelled. 
Conditions to the transfer of this Warrant or any portion
thereof shall be that the proposed transferee deliver to the
Company his or its written agreement to accept and be bound by
all of the terms and conditions of this Warrant.  The term
"Warrant" as used herein includes any Warrants into which this
Warrant may be divided or exchanged.

3.   Rights and Obligations of Warrant Holders.  This Warrant
does not confer upon the Holder any rights as a shareholder of
the Company, either at law or in equity.  The rights of
the Holder are limited to those expressed herein and the Holder,
by acceptance hereof, consents to and agrees to be bound by and
to comply with all the provisions of this Warrant.  Each
Holder, by acceptance of this Warrant, agrees that the Company
and its transfer agent, if any, may, prior to any presentation of
this Warrant for registration of transfer, deem and treat the
person in whose name this Warrant is registered as the absolute,
true and lawful owner of this Warrant for all purposes whatsoever
and neither the Company nor any transfer agent shall be
affected by any notice to the contrary.

4.   Covenants and Warranties of the Company.  The Company
covenants and agrees that (i) all Shares which may be issued and
delivered upon exercise of this Warrant and payment of
the Purchase Price will, upon delivery, be duly authorized,
validly issued, fully-paid and nonassessable shares of Common
Stock; and (ii) the Company shall at all times during the
Exercise Period reserve and keep available a number of authorized
but unissued shares of Common Stock sufficient to permit the
exercise in full of this Warrant.  The Company will take
all such actions as may be necessary to assure that all shares of
Common Stock may be so issued without violation by the Company of
any applicable law or government regulation or any requirement of
any securities exchange upon which shares of Common Stock may be
listed (except for official notice of issuance, which the Company
will transmit promptly upon issuance of such shares).  The
Company will at no time close its shareholder books or records in
any manner which interferes with the timely exercise of this
Warrant.

The Company represents and warrants that:  (i) the Company is a
corporation duly organized, validly existing and in good standing
under the laws of the state of Delaware; (ii) the Company
has all requisite corporate power and authority to issue this
Warrant and to consummate the transactions contemplated hereby,
and such issuance and consummation will not conflict with,
result in a material breach of, constitute a material default
under or material violation of any provision of the Company's
Articles of Incorporation or Bylaws, and to the best knowledge of
the Company, any law or regulation of any governmental authority
or any provision of any agreement, judgment or decree affecting
the Company; and (iii) all corporate action required to
be taken by the Company in connection with the execution and
delivery of this Warrant and the performance of the Company's
obligations hereunder has been taken. 

5.   Disposition of Warrants or Shares.  The Holder acknowledges
that this Warrant and the Shares issuable upon exercise thereof
have not been registered under the Act or applicable
state law. The Holder agrees, by acceptance of this Warrant, (i)
that no sale, transfer or distribution of this Warrant or the
Shares shall be made except in compliance with the Act and
the rules and regulations promulgated thereunder, including any
applicable prospectus delivery requirements and the restrictions
on transfer set forth herein, and (ii) that if distribution of
this Warrant or any Shares is proposed to be made by it otherwise
than by delivery of a prospectus meeting the requirements of
Section 10 of the Act, such action shall be taken only after
submission to the Company of an opinion of counsel, reasonably
satisfactory in form and substance to the Company's counsel, to
the effect that the proposed distribution will not be in
violation of the Act or of applicable state law.

6.   Adjustment.  The number of Shares purchasable upon the
exercise of this Warrant and the Exercise Price per Share are
subject to adjustment from time to time as provided in this
Section 6.

     (a)  Subdivision or Combination of Shares.  If the Company
shall at any time subdivide its outstanding shares of Common
Stock into a greater number of shares (including a stock split
effected as a stock dividend) or combine its outstanding shares
of Common Stock into a lesser number of shares, the number of
Shares issuable upon exercise of this Warrant shall be adjusted
to such number as is obtained by multiplying the number of shares
issuable upon exercise of this Warrant immediately prior to such
subdivision or combination by a fraction, the numerator of
which is the aggregate number of shares of Common Stock
outstanding immediately after giving effect to such subdivision
or combination and the denominator of which is the aggregate
number of shares of Common Stock outstanding immediately prior to
such subdivision or combination, and the Exercise Price per Share
shall be correspondingly adjusted to such amount as shall,
when multiplied by the number of Shares issuable upon full
exercise of this Warrant (as increased or decreased to reflect
such subdivision or combination of outstanding shares of
Common Stock, as the case may be), equal the product of the
Exercise Price per Share in effect immediately prior to such
subdivision or combination multiplied by the number of Shares
issuable upon exercise of this Warrant immediately prior to such
subdivision or combination.

     (b)  Effect of Sale, Merger or Consolidation.  If any
capital reorganization or reclassification of the capital stock
of the Company, or consolidation or merger of the Company
with another corporation, or sale of all or substantially all of
the Company's assets to another corporation shall be effected
after the date hereof in such a way that holders of Common Stock
shall be entitled to receive stock, securities or assets with
respect to or in exchange for Common Stock, then, as a condition
of such reorganization, reclassification, consolidation, merger
or sale, lawful and adequate provision shall be made whereby the
Holder shall thereafter have the right to purchase and receive,
upon the basis and the terms and conditions specified in this
Warrant and in lieu of the Shares immediately theretofore
purchasable and receivable upon the exercise of this Warrant,
such shares of stock, securities or assets as may be issued or
payable with respect to or in exchange for a number of
outstanding shares of Common Stock equal to the number of shares
of Common Stock immediately theretofore purchasable and
receivable upon the exercise of this Warrant, and in any such
case appropriate provision shall be made with respect to the
rights and interests of the Holder to the end that the provisions
of this Warrant (including, without limitation, provisions for
adjustments of the Exercise Price and of the number of Shares
issuable upon the exercise of this Warrant) shall thereafter be
applicable, as nearly as may be possible, in relation to any
shares of stock, securities or assets thereafter deliverable upon
the exercise of this Warrant.  The Company shall not effect any
such consolidation, merger or sale unless prior to or
simultaneously with the consummation thereof the successor
corporation (if other than the Company) resulting from such
consolidation or merger or the corporation purchasing such assets
shall assume, by written instrument executed and delivered to the
Holder at its last address appearing on the books of the Company,
the obligation to deliver to the Holder such shares of stock,
securities or assets as, in accordance with the foregoing
sentence, the Holder may be entitled to purchase.

     (c)  Notice to Holder of Adjustment.  Whenever the number of
Shares purchasable upon exercise of this Warrant or the Exercise
Price per Share is adjusted as herein provided, the Company shall
cause to be mailed to the Holder, in accordance with the
provisions of Section 10 hereof, notice setting forth the
adjusted number of Shares purchasable upon the exercise of
the Warrant and the adjusted Exercise Price and showing in
reasonable detail the computation of the adjustment and the facts
upon which such adjustment is based.

     (d)  Notices to Holder of Certain Events.  If at any time
after the date hereof:

               (i)  the Company shall declare any dividend or
other distribution upon or with respect to the Common Stock
payable otherwise than in cash out of the consolidated net income
of the Company and any subsidiaries thereof, including any
dividend payable in shares of Common Stock or other securities of
the Company; or





               (ii)  the Company shall offer for subscription to
the holders of its Common Stock any additional shares of stock of
any class or any other securities convertible into stock or any
rights to subscribe thereto; or

               (iii)  there shall be any capital reorganization
or reclassification of the capital stock of the Company (other
than a change in par value, or from par value to no par value, or
from no par value to par value or as result of the subdivision or
combination of shares), or any conversion of the Shares into
securities of another corporation, or a sale of all or
substantially all of the assets of the Company, or a
consolidation or merger of the Company with another corporation
(other than a merger with a subsidiary in which the Company is
the continuing corporation and which does not result in any
reclassification or change of the Shares issuable upon exercise
of the Warrants); or

               (iv)  there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company;  then, in
any one or more of said cases, the Company shall cause to be
mailed to the Holder, not less than ten (10) days before any
record date or other date set for the definitive action, written
notice of the date upon which the books of the Company shall
close or a record shall be taken for purposes of such dividend,
distribution or subscription rights or upon which such
reorganization, reclassification, conversion, sale,
consolidation, merger, dissolution, liquidation or winding up
shall take place, as the case may be.  Such notice shall also set
forth facts as shall indicate the effect of such action (to the
extent such effect may be known at the date of such notice) on
the number of Shares and the kind and amount of the shares of
stock and other securities and property deliverable upon exercise
of the Warrants.  Such notice shall also specify the date as of
which the holder of record of the shares of Common Stock shall
participate in said dividend, distribution or subscription rights
or shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such
reorganization, reclassification, conversion, sale,
consolidation, merger, dissolution, liquidation or winding up,
as the case may be (on which date in the event of voluntary or
involuntary dissolution, liquidation or winding up of the
Company, the right to exercise the Warrants shall terminate).

     (e)  Fractional Shares.  The Company shall not be required
to issue any fraction of a Share upon the exercise of this
Warrant.  The number of full Shares which shall be issuable
upon the full or partial exercise of this Warrant shall be
computed on the basis of the aggregate number of Shares as to
which this Warrant is being exercised.  In lieu of any fractional
interest in a Share otherwise deliverable upon the exercise of
this Warrant, the Company shall pay a cash adjustment (which may
be effected as a reduction of the amount to be paid by the Holder
upon such exercise) in respect of such fraction of a Share in an
amount equal to the same fraction multiplied by the closing sales
price of the Common Stock on the principal securities exchange
on which the Common Stock is traded, or if the Common Stock is
not so listed for trading, the closing bid price of the Common
Stock, in each case on the date of the notice of exercise
required pursuant to Section 1 above, or the next succeeding
trading date, if the date of such notice is not a trading date,
or if the Common Stock is not traded on such dates, the next
succeeding trading date on which the Common Stock is traded.

     (f)  No Other Adjustments.  No adjustment to the number of
Shares subject to this Warrant or the Exercise Price per Share
shall be made pursuant to this Section 6 except as
expressly provided herein.

7.   Piggy-Back Registration. 

     (a)  In the event the Company shall, at any time prior to
the expiration of this Warrant, file a registration statement
with the Securities and Exchange Commission (the "SEC") to
register shares of Common Stock, the Company shall furnish the
Holders with at least thirty (30) days prior written notice
thereof and such Holders shall have the option to include the
Shares to be issued to the Holders upon the exercise of this
Warrant in such registration statement.  The Holders shall
exercise the "piggy-back registration rights" granted pursuant to
this Section 7 by giving written notice to the Company within
twenty (20) days of the receipt of the aforementioned written
notice from the Company.  

     (b)  Notwithstanding any other provision of this Warrant,
the Company's obligations under this Section 7 shall be subject
to and limited by the following terms and conditions:

          (i) The obligations of the Company set forth under this
Section 7 shall not arise upon the filing of a registration
statement relating solely to shares of Common Stock issued
pursuant to  employee stock option or other benefit plans, a
merger of other business combination or a registration statement
which does not include substantially the same information
as Form S-1, Form S-2 or Form S-3, or any successor forms
thereto.

          (ii)  If the Company files a registration statement in
connection with a proposed underwritten primary or secondary
public offering of Common Stock, the Company shall use
its best efforts to cause the managing underwriter of the
proposed offering to grant any request by the Holder that Shares
purchased by the Holder upon the exercise of this Warrant be
included in the proposed public offering on terms and conditions
which are customary under industry practice. Notwithstanding any
other provision of this Agreement, if the managing underwriter
of a proposed primary or secondary public offering of the Common
Stock gives written notice to the Company that, in the reasonable
opinion of such managing underwriter, marketing factors
require a limitation of the total number of shares of Common
Stock to be underwritten, then the number of Shares purchased by
the Holder upon the exercise of this Warrant which the
Company shall be obligated to include in the registration
statement shall be reduced in accordance with the limitations
imposed by the managing underwriter.  Any such limitation
imposed by the managing underwriter shall be imposed pro rata
among all holders of Common stock exercising rights granted
pursuant to this Section 7 or otherwise, in accordance with the
amount of Common Stock which each such person requested to be
included in the registration statement.

     (c)  The Company will pay all Registration Expenses (as
hereinafter defined) of all registrations under this Warrant;
provided, however, that if a registration is withdrawn at the
request of the Holders requesting such registration (other than
as a result of information concerning the business or financial
condition of the Company which is made known to the
Holders after the date on which such registration was requested),
each of the Holders shall pay the Registration Expenses of such
registration pro rata in accordance with the number of its
Shares included in such registration.  For purposes of this
Section 7, the term "Registration Expenses" shall mean all
expenses incurred by the Company in complying with this Section
7, including, without limitation, all registration and filing
fees, exchange listing fees, printing expenses, fees and
disbursements of counsel for the Company, state Blue Sky fees and
expenses, transfer agent fees, cost of engraving of stock
certificates, costs for mailing and tombstone advertising, cost
of preparing the registration statement, related exhibits,
amendments and supplements thereto, underwriting documents,
selected dealer agreements, preliminary and final
prospectuses, and the expense of any special audits incident to
or required by any such registration, but excluding underwriting
discounts and selling commissions attributable to the
Shares and the fees and expenses of the Holder's own counsel and
accountants, which shall be borne by such holders.

8.   Indemnification and Notification.

     (a)  The Company will indemnify and hold harmless the
Holders, and each person, if any, who controls such Holders
within the meaning of Section 15 of the Act, from and against
any and all losses, claims, damages, expenses and liabilities
caused by any untrue statement of a material fact contained in
any registration statement or contained in a prospectus furnished
thereunder or caused by any omission to state a material fact
therein necessary to make the statement therein not misleading
provided, however, that the foregoing indemnification and
agreement to hold harmless shall not apply insofar as such
losses, claims, damages, expenses and liabilities are caused by
any such untrue statement or omissions based upon information
furnished in writing to the Company by any such Holder expressly
for use in any registration statement or prospectus.

     (b)  The Holders will indemnify the Company, and each person
who controls the Company within the meaning of Section 15 of the
Act, from and against any and all losses, claims, damages,
expenses and liabilities caused by an untrue statement of a
material fact contained in any registration statement or
contained in a prospectus furnished thereunder or caused by an
omission to state a material fact therein necessary to make the
statement therein not misleading insofar as such losses, claims,
damages, expenses and liabilities caused by such untrue statement
or omission based upon information furnished in writing to the
Company by any such Holder expressly for use in any registration
statement or prospectus.

     (c)  Promptly after the receipt by any indemnified party of
notice of the commencement of any action, said indemnified party
will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying
party in writing of the commencement thereof; but the omission to
so notify the indemnifying party will not relieve it from any
liabilities which it may have to them otherwise than under this
Section 8, except if such delay prejudices the indemnifying
party.  In case any such action is brought against any party who
may seek indemnification hereunder and the indemnifying party is
notified of the commencement thereof as provided her ein, the
indemnifying party will be entitled to participate in, and, to
the extent that it may wish, to assume the defense thereof, with
counsel satisfactory to the indemnified party, and after notice
from the indemnifying party to such indemnified party of the
indemnifying party's election so to assume the defense thereof,
the indemnifying party will not be liable under this Section 8
for any legal or other expense subsequently incurred by such
indemnified party in connection with the defense thereof other
than reasonable costs of investigation.  The indemnifying party
will not be liable for any settlement effected without its
written consent.

9.   Survival.  The various rights and obligations of the Holder
and of the Company as set forth in Sections 4, 5, 6, 7 and 8
hereof shall survive the exercise of this Warrant and the
surrender of this instrument upon such exercise.

10.  Notice.  All notices required by this Warrant to be given or
made by the Company shall be given or made by first class mail,
postage prepaid, addressed to the registered holder hereof
at the address of such holder as shown on the books of the
Company.

11.  Loss or Destruction.  Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any loss, theft or
destruction, upon delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company and its counsel,
or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company, at its expense, will
execute and deliver, in lieu thereof, a new Warrant of like
tenor.

12.  Miscellaneous.

     (a)  Neither this Warrant nor any term hereof may be
changed, waived, discharged or terminated except by a written
instrument executed by the Company and the Holder.

     (b)  This Warrant shall be governed by, and construed and
enforced in accordance with, the internal laws of the State of
Florida, without regard to principles of conflicts of laws
thereof.

     (c)  Each provision of this Warrant shall be interpreted in
such a manner as to be effective, valid and enforceable under
applicable law, but if any provision of this Warrant is held
to be invalid, illegal or unenforceable under any applicable law
or rule in any jurisdiction, such provision will be ineffective
only to the extent of such invalidity, illegality or
unenforceability in such jurisdiction, without invalidating the
remainder of this Warrant in such jurisdiction or any provision
hereof in any other jurisdiction.

     (d)  No course of dealing or delay or failure to exercise
any right hereunder on the part of the Holder shall operate as a
waiver of such right or otherwise prejudice the Holder's
rights, power or remedies.

     (e)  The Company shall pay all expenses incurred by it in
connection with, and all documentary stamp and other taxes (other
than stock transfer taxes) and other governmental charges that
may be imposed in respect of, the issue, sale and delivery of
this Warrant and the Shares issuable upon the exercise hereof.

     (f)  This Warrant and the rights evidenced hereby shall
inure to the benefit of and be binding upon the successors and
assigns of the Company and the successors and permitted
assigns of the Holder.


     IN WITNESS WHEREOF the Company has caused this Warrant to be
executed by its duly authorized officer as of the __ day of
October, 1998.

ATTEST:                  nSTOR TECHNOLOGIES, INC.

By:                      By:                                
Name:                    Name:                               
Title:                        Title:                              
   


                            ASSIGNMENT

     To be executed by the registered holder to effect a
permitted transfer of the within Warrant.  Capitalized terms have
the same meanings ascribed to them in the within Warrant.


FOR VALUE RECEIVED ("Assignor") hereby sells, assigns and transfers
unto ("Assignee")


(Name)

                                              
(Address)

                                           

the right to purchase __________ shares of Common Stock of nStor
Technologies, Inc. evidenced by the within Warrant, together with
all right, title and interest therein, and does irrevocably
constitute and appoint _____________________________
attorney to transfer the said right on the books of said
corporation with full power of substitution in the premises.

     In satisfaction of a condition to the effectiveness of this
assignment, Assignor hereby certifies that Assignee is a
corporation controlled by or under common control with Assignor.


Date:                                   Assignor:  


                         By_________________________
                         Its_________________________ 


                         Signature:                              



                          PURCHASE FORM

To be executed upon exercise of the within Warrant. 
Capitalized terms have the same meanings ascribed to them in the
within Warrant.


TO:  nStor Technologies, Inc.

     The undersigned hereby exercises the right to purchase
_____________ Shares of Common Stock evidenced by the within
Warrant, according to the terms and conditions thereof,
and hereby makes payment of the Purchase Price.  The undersigned
requests that certificates for the Shares shall be issued in the
name set forth below:

Dated:                        Name:                               
   

   
                              (Address)

                              Social Security No.                 
                              or other identifying number




EXHIBIT 4.9

                             FORM OF

                      SUBSCRIPTION AGREEMENT
                                 
     nStor Technologies, Inc., a Delaware corporation (the
"Company"), and H. Irwin Levy (the "Investor"), hereby agree as
follows:

     1.   Sale and Purchase of Shares.

          (a)  Subject to the prior approval of the Company's
Board of Directors, the Company agrees to issue to the Investor,
and the Investor agrees to purchase from the Company,
on the terms and conditions set forth in this Subscription
Agreement (the "Agreement"), 500 shares (the "Shares") of the
Company's Series C Preferred Stock (the "Preferred Stock")
having the designations set forth in the Certificate of
Designation attached hereto and made a part hereof.

          (b)  The Company shall issue the Shares in
consideration of, and against payment by, the Investor of
_________________________ ($_______), in the form of the
Promissory Note listed on Appendix A hereof having a face value
equal to $_______ and which is being surrendered to the Company
on the date hereof.

          (c)  The closing shall take place at such time and
place as shall be mutually agreed.

     2.   Certain Representations of the Investor.

          The Investor hereby represents and warrants to the
Company, its officers and directors, the following: 

          (a)  The Investor is an individual resident of Palm
Beach County, in the state of Florida.


          (b)  The Investor has read carefully and understands
this Agreement and has consulted his own attorney or accountant
with respect to the investment contemplated hereby and
its suitability for the Investor.

          (c)  The Company has made available to the Investor, or
his designated representatives, during the course of this
transaction and prior to the purchase of any of the
securities referred to herein, the opportunity to ask questions
of and receive answers from the officers and directors of the
Company concerning the terms and conditions of the offering or
otherwise relating to the financial data and business of the
Company, to the extent that the Company or its officers and
directors possess such information or can acquire it without
unreasonable effort or expense.  The Company has also made
available to the Investor for inspection, documents, records,
books and other written information about the Company, its
business and this investment at the office of the Company at 100
Century Blvd., West Palm Beach, FL 33417.

          (d)  The Investor understands and represents that:  (i)
the Investor must bear the economic risk of this investment for
an indefinite period of time because the Shares have not
been registered under the Securities Act of 1933, as amended (the
"1933 Act"), or under any state securities laws and, therefore,
cannot be resold unless they are subsequently registered
under the 1933 Act and the pertinent state securities laws or
unless an exemption from such registration is available; (ii) the
Investor is purchasing the Shares for investment for his own
account and not for the account of any other person, and not with
any present view toward resale or other "distribution" thereof
within the meaning of the 1933 Act; and (iii) the Investor agrees
not to resell or otherwise dispose of all or any part of the
Shares, except as permitted by law, including, without
limitation, any and all applicable provisions of this Agreement
and any regulations under the 1933 Act.

          (e)  The Investor has such knowledge and experience in
financial and business matters that he is capable of evaluating
the merits and risks of an investment in the Shares.  The
Investor represents, warrants and covenants that he is an
"Accredited Investor" within the meaning of Rule 501 of the 1933
Act.  In particular, the Investor qualifies as such pursuant to
Subsections (a)(5) and (6) of Rule 501, which provides that an
Accredited Investor shall include:

     any natural person whose individual net worth, or joint net
     worth with that person's spouse, at the time of hispurchase
     exceeds $1,000,000; and






     any natural person who had an individual income in excess    
     of $200,000 in each of the two most recent years or joint
     income with that person's spouse in excess of $300,000 in 
     each of those years and has a reasonable expectation of
     reaching the same income level in the current year."

          (f)  The Investor is aware that an investment in the
Shares is highly speculative and subject to substantial risks.  The
Investor is capable of bearing the high degree of economic
risk and burdens of this investment, including the possibility of
a complete loss of his investment and the lack of a public market
and limited transferability of the Shares, which may make the
liquidation of this investment impossible for an indefinite
period of time.  The financial condition of the Investor is such
that he is under no present or contemplated future need to dispose
of any of the Shares to satisfy any existing or contemplated
undertaking, need or indebtedness.

          (g)  All of the information that either Investor has
set forth or represented in this Agreement, with respect to his
financial position and business and investment experience
is correct and complete as of the date of this Agreement and, if
there should be any material change in such information prior to
the purchase of Shares, the Investor will immediately furnish
the revised or corrected information to the Company.

          (h)  The Investor agrees that he shall be bound by all
of the terms, conditions, duties and obligations of this Agreement
insofar as such matters affect the Company and/or the
Investor.

     3.   Restricted Stock and Legend.

          (a)  The Investor acknowledges that the Shares offered
hereunder are being offered pursuant to a private placement
exemption under the 1933 Act, and that the Shares are
deemed "restricted securities" as defined in the 1933 Act.  Until
the securities offered hereunder become registered with the
Securities and Exchange Commission, each certificate
representing a share of Common Stock shall bear a legend in
substantially the following form:

     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
     (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. 
     THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
     TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
     OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE
     APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
     OR EXEMPTION THEREFROM AND WITH THE CONSENT OF THE
     ISSUER.  INVESTORS SHOULD BE AWARE THAT THEY MAY BE
     REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
     FOR AN INDEFINITE PERIOD OF TIME.  THE ISSUER OF THESE
     SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND
     SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT
     ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE
     ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 
     
          (b)  Prior to any transfer or attempted transfer of any
of the Shares issued hereunder, or any interest therein, the
Investor shall give the Company written notice of his
intention to make such transfer, describing the manner of the
intended transfer and the proposed transferee.  Promptly after
receiving such written notice, the Company shall present copies
thereof to counsel for the Company and to any special counsel
designated by such Investor or by such holder.  If in the opinion
of each of such counsel the proposed transfer may be effected
without registration of the Shares under the applicable federal
or state securities laws, as promptly as practicable, the Company
shall notify the Investor of such opinions, whereupon the
Shares proposed to be transferred shall be transferred in
accordance with the terms of said notice.  The Company shall not be
required to effect any such transfer prior to the receipt of
such favorable opinion(s); provided, however, the Company may
waive the requirement that Investor obtain an opinion of counsel,
in its sole and absolute discretion.  As a condition to such
favorable opinion, counsel for the Company may require an
investment letter to be executed by the proposed transferee.

     4.   No Assignment.

          This Agreement is neither transferable nor assignable
by the Investor without the prior written consent of the Company.

     5.   General.

          (a)  This Agreement shall be binding upon the Investor
and the Company and their respective representatives, successors,
and permitted assigns; 

          (b)  This Agreement shall be governed, construed and
enforced in accordance with the internal laws of the State of
Florida;

          (c)  all covenants, agreements, representations and
warranties made herein or otherwise made in writing by any party
pursuant hereto shall survive the execution and delivery
of this Agreement and the consummation of the transactions
contemplated hereby;

          (d)  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same
instrument; and





          (e)  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 (i) if to the
Company, at nStor Technologies, Inc., 100 Century Blvd., West Palm
Beach, FL 33417, attn: Mark Levy, and (ii) if to the Investor, at
the address set forth under its name below, or at such other
address as each such party furnishes by notice given in accordance
with this Section 5(e), 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.

     IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the 28th day of October, 1998.


nSTOR TECHNOLOGIES, INC.     
a Delaware corporation

                                  
By:_________________________   
   Mark Levy, Vice President 


INVESTOR

________________________________
     H. Irwin Levy

                                 
____________________________________
             Address

                                 

                            APPENDIX A

Promissory Note cancelled in payment of issuance of within stock:

     Promissory Note dated ________________ in the principal
amount of $_______.




EXHIBIT 4.10

                      SUBSCRIPTION AGREEMENT
                                 
     nStor Technologies, Inc., a Delaware corporation (the
"Company"), and H. Irwin Levy (the "Investor"), hereby agree as
follows:

     1.   Sale and Purchase of Shares.

          (a)  Subject to the prior approval of the Company's
Board of Directors, the Company agrees to issue to the Investor,
and the Investor agrees to purchase from the Company,
on the terms and conditions set forth in this Subscription
Agreement (the "Agreement"), 1,000 shares (the "Shares") of the
Company's Series C Preferred Stock (the "Preferred Stock")
having the designations set forth in the Certificate of
Designation attached hereto and made a part hereof.

          (b)  The Company shall issue the Shares in
consideration of the return by Investor of his shares of the
Company's Series B Preferred Stock, which certificate evidencing
such shares is being surrendered to the Company on the date
hereof.

          (c)  The closing shall take place at such time and
place as shall be mutually agreed.

     2.   Certain Representations of the Investor.

          The Investor hereby represents and warrants to the
Company, its officers and directors, the following: 

          (a)  The Investor is an individual resident of Palm
Beach County, in the state of Florida.

          (b)  The Investor has read carefully and understands
this Agreement and has consulted his own attorney or accountant
with respect to the investment contemplated hereby and
its suitability for the Investor.

          (c)  The Company has made available to the Investor, or
his designated representatives, during the course of this
transaction and prior to the purchase of any of the
securities referred to herein, the opportunity to ask questions
of and receive answers from the officers and directors of the
Company concerning the terms and conditions of the offering or
otherwise relating to the financial data and business of the
Company, to the extent that the Company or its officers and
directors possess such information or can acquire it without
unreasonable effort or expense.  The Company has also made
available to the Investor for inspection, documents, records, books
and other written information about the Company, its
business and this investment at the office of the Company at 100
Century Boulevard, West Palm Beach, Florida 33417.

          (d)  The Investor understands and represents that:  (i)
the Investor must bear the economic risk of this investment for an
indefinite period of time because the Shares have not
been registered under the Securities Act of 1933, as amended (the
"1933 Act"), or under any state securities laws and, therefore,
cannot be resold unless they are subsequently registered
under the 1933 Act and the pertinent state securities laws or
unless an exemption from such registration is available; (ii) the
Investor is purchasing the Shares for investment for his own
account and not for the account of any other person, and not with
any present view toward resale or other "distribution" thereof
within the meaning of the 1933 Act; and (iii) the Investor agrees
not to resell or otherwise dispose of all or any part of the
Shares, except as permitted by law, including, without limitation,
any and all applicable provisions of this Agreement and any
regulations under the 1933 Act.

          (e)  The Investor has such knowledge and experience in
financial and business matters that he is capable of evaluating the
merits and risks of an investment in the Shares.  The
Investor represents, warrants and covenants that he is an
"Accredited Investor" within the meaning of Rule 501 of the 1933
Act.  In particular, the Investor qualifies as such pursuant to
Subsections (a)(5) and (6) of Rule 501, which provides that an
Accredited Investor shall include:

     any natural person whose individual net worth, or joint net
     worth with that person's spouse, at the time of his purchase
     exceeds $1,000,000; and 

     any natural person who had an individual income in excess of 
     $200,000 in each of the two most recent years or joint ncome 
     with that person's spouse in excess of $300,000 in each of
     those years and has a reasonable expectation of reaching the
     same income level in the current year."

          (f)  The Investor is aware that an investment in the
Shares is highly speculative and subject to substantial risks.  The
Investor is capable of bearing the high degree of economic
risk and burdens of this investment, including the possibility of
a complete loss of his investment and the lack of a public market
and limited transferability of the Shares, which may make the
liquidation of this investment impossible for an indefinite
period of time.  The financial condition of the Investor is such
that he is under no present or contemplated future need to dispose
of any of the Shares to satisfy any existing or contemplated
undertaking, need or indebtedness.

          (g)  All of the information that Investor has either
set forth or represented in this Agreement, with respect to his
financial position and business and investment experience,
is correct and complete as of the date of this Agreement and, if
there should be any material change in such information prior to
the purchase of Shares, the Investor will immediately furnish
the revised or corrected information to the Company.

          (h)  The Investor agrees that he shall be bound by all
of the terms, conditions, duties and obligations of this Agreement
insofar as such matters affect the Company and/or the
Investor. 

     3.   Restricted Stock and Legend.

          (a)  The Investor acknowledges that the Shares offered
hereunder are being offered pursuant to a private placement
exemption under the 1933 Act, and that the Shares are deemed
"restricted securities" as defined in the 1933 Act.  Until
the securities offered hereunder become registered with the
Securities and Exchange Commission, each certificate
representing a share of Common Stock shall bear a legend in
substantially the following form:

     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGIS-
     TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
     "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. 
     THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANS-
     FERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR
     RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLIC-
     ABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
     EXEMPTION THEREFROM AND WITH THE CONSENT OF THE ISSUER. 
     INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
     BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFI-
     NITE PERIOD OF TIME.  THE ISSUER OF THESE SECURITIES MAY
     REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATIS-
     FACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
     TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY
     APPLICABLE STATE SECURITIES LAWS. 
     
          (b)  Prior to any transfer or attempted transfer of any
of the Shares issued hereunder, or any interest therein, the
Investor shall give the Company written notice of his intention to
make such transfer, describing the manner of the intended transfer
and the proposed transferee.  Promptly after receiving such written
notice, the Company shall present copies
thereof to counsel for the Company and to any special counsel
designated by such Investor or by such holder.  If in the opinion
of each of such counsel the proposed transfer may be effected
without registration of the Shares under the applicable federal
or state securities laws, as promptly as practicable, the Company
shall notify the Investor of such opinions, whereupon the
Shares proposed to be transferred shall be transferred in
accordance with the terms of said notice.  The Company shall not be
required to effect any such transfer prior to the receipt of
such favorable opinion(s); provided, however, the Company may
waive the requirement that Investor obtain an opinion of counsel,
in its sole and absolute discretion.  As a condition to such
favorable opinion, counsel for the Company may require an
investment letter to be executed by the proposed transferee.

     4.   No Assignment.

          This Agreement is neither transferable nor assignable
by the Investor without the prior written consent of the Company.




     5.   General.

          (a)  This Agreement shall be binding upon the Investor
and the Company and their respective representatives, successors,
and permitted assigns; 

          (b)  This Agreement shall be governed, construed and
enforced in accordance with the internal laws of the State of
Florida;

          (c)  all covenants, agreements, representations and
warranties made herein or otherwise made in writing by any party
pursuant hereto shall survive the execution and delivery
of this Agreement and the consummation of the transactions
contemplated hereby;

          (d)  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument; and

          (e)  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 (i) if to the
Company, at nStor Technologies, Inc., 100 Century Boulevard, West
Palm Beach, Florida 33417, attn: Mark F. Levy, and (ii) if to the
Investor, at the address set forth under its name below, or at such
other address as each such party furnishes by notice given in
accordance with this Section 5(e), and shall be effective, when
personally delivered, upon receipt, and when sent by certified
mail, four business days after deposit with the United States
Postal Service.

     IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the 28th day of October, 1998.


nStor Technologies, Inc.                Investor
a Delaware corporation

      /s/ Mark F. Levy                    /s/ Irwin Levy
By:___________________________          --------------------
   Mark F. Levy, Vice President         H. Irwin Levy

                                        100 Century Blvd.
                                        West Palm Beach, FL 33417
                                        ---------------------------
                                        Address

                                       





EXHIBIT 4.11

                  REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION RIGHTS AGREEMENT, dated as of October 28,
1998 (this "Agreement"), is made by and among nStor Technologies,
Inc., a Delaware corporation (the "Company"), and the person named
on the signature page hereto (the "Investor").

                       W I T N E S S E T H:

     WHEREAS, 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 and sell to the Investor shares (the "Shares") of Series C
Preferred Stock (the "Preferred Stock");

     WHEREAS, 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 Shares;

     NOW, THEREFORE, 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 or
another form acceptable to Investor 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)  "Common Stock" shall mean the common stock
of the Company, par value $.05 per share.



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

     2.   Registration.

          (a)  The Company shall prepare and file with the SEC,
no later than 90 days prior to the date by which the Series C
Preferred Stock may be converted into common stock, a registration
statement on Form S-3 covering at least 500,000
shares of Common Stock that are issuable upon conversion of
Preferred Stock.

          (b)  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.

          (c)  Notwithstanding the registration of the resale of
Common Stock in accordance with Section 2(a), if at any time of
offer and sale of such Common Stock 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 Common Stock, the Company shall:

          (a)  Prepare and file with the SEC promptly (but in no
event later than the applicable time periods set forth in Section
2(a)) a Registration Statement or Statements with respect to the
Common stock and thereafter use its best efforts to cause the
Registration Statement to become effective as soon as possible
after such filing, and keep the Registration Statement, if the
Registration Statement utilizes to Rule 415, 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);

          (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 Common Stock owned by the
Investor;

          (d)  Use reasonable efforts to (i) register and qualify
the Common Stock covered by the Registration Statement under such
other securities or blue sky laws of such jurisdictions as the may
reasonably request, (ii) prepare and file in those jurisdictions
such amendments (including post-effective amendments) and
supplements, (iii) 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 (iv) take all other actions
reasonably necessary or advisable to qualify the Common Stock 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 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 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 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 an 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 (i) cause all the
Common Stock 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 (ii) 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 Common Stock 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 Common Stock to be
sold pursuant to 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 Common
Stock pursuant to the Registration Statement.  

     4.   Obligations of the Investor.  In connection with the
registration of the Common Stock, 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").  For each day that the Requested Information is
not received beginning five business days from the date of its
request, the Company shall have the right to extend the
period for filing set forth Section 2(a) hereof by one day.

          (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 willimmediately
discontinue disposition of Common Stock pursuant to the
Registration Statementuntil such Investor's receipt of the copies
of the supplemented or amended prospectuscontemplated 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 Common Stock 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 Common Stock.

     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 by the Investor 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 Common
Stock 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 Person or
Indemnified Party under this Section 6, except to the e xtent 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 (i) 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,
(ii) 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 (iii) 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 Common Stock 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 Common Stock, promptly upon request, (i) a written statement
by the Company that it has complied with the reporting requirements
of Rule 144, the Securities Act and the
Exchange Act, (ii) 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 (iii) such other information as may be
reasonably requested to permit the Investor to sell such securities
pursuant to Rule 144 without Registration.  In addition, Investor
shall continue to receive a monthly report from the Company.

     8.   Assignment of the Registration Rights.  The rights to
have the Company register Common Stock pursuant to this Agreement
may not be assigned unless the Company agrees to the assignment in
writing. 

     9.   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 Investor.  Any amendment of waiver effected in
accordance with this Section 9 shall be binding upon the Investor
and the Company.  

     10.  Miscellaneous.

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

          (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 (i) if to
the Company, at nStor Technologies, Inc., 100 Century Blvd., West
Palm Beach, FL 33417, attn: Mark Levy, and (ii) if to the Investor,
at the address set forth under its name in
the Subscription Agreement, or at such other address as each such
party furnishes by notice given in accordance with this
Section 10(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)  Subject to the requirements of Section 9 hereof,
this Agreement shall inure to the benefit of and be binding upon
the successors and 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.  

     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.

      /s/ Mark F. Levy                             
By:_____________________________________
       Mark F. Levy, Vice President

INVESTOR

     /s/ H. Irwin Levy                             
________________________________________
          H. Irwin Levy




EXHIBIT 4.12

                     nSTOR TECHNOLOGIES, INC.
                      100 Century Boulevard
                    West Palm Beach, FL  33417


                         November 9, 1998

H. Irwin Levy
100 Century Boulevard
West Palm Beach, FL  33417


Dear Sir:

     This letter will confirm the agreement of nStor
Technologies, Inc. (the "Company") to file a registration statement
with the Securities and Exchange Commission, at the Company's
expense and no later than April 27, 1999, which includes the
1,000,000 shares of the Company's common stock issuable upon the
conversion of preferred stock certificate P-C-4 for 1,000 shares of
the Company's Preferred Series C stock issued to you on October 28,
1998.



                                Sincerely,

                                nSTOR TECHNOLOGIES, INC.

                                      /s/ Mark F. Levy
                                By: _____________________________ 
                                      Mark F. Levy


EXHIBIT 4.13

                     nSTOR TECHNOLOGIES, INC.
                      100 Century Boulevard
                    West Palm Beach, FL  33417

                         November 9, 1998


LibertyView Capital Management, Inc.
101 Hudson Street
Jersey City, NJ  07302

Attention:  Alan Mark

Gentlemen:

     This letter is intended to confirm the terms and conditions
under which you have agreed, on behalf of LibertyView Fund, LLC,
LibertyView Plus Fund and CPR (USA) Inc. (collectively, the
"Investors"), to allow nStor Technologies, Inc. (the "Company") to
redeem all of the issued and outstanding shares of the Company's 8%
Series B Convertible Preferred Stock (the "Preferred Stock") held
by the Investors.  The terms of the redemption are set forth below:

1.   The Company shall redeem $2.3 million of outstanding Preferred
     Stock for 105% of the $1,000.00 per share par value thereof (a
     total of $2.415 million) plus accrued dividends through the
     Closing Date, as defined below.

2.   The Company will issue to the Investors 300,000 warrants to
     purchase additional shares of the Company's common stock.  The
     warrants will expire three years from the Closing      Date
     and will have an exercise price of $1.00 per share.

3.   The Company will immediately deposit $50,000.00 in escrow with
     the Investors' counsel, Goldstein, Goldstein & REIS, LLP (the
     "Escrow Agent").  The closing will take place      on or
     before the close of business on Friday, October 23, 1998 (the
     "Closing Date").
 
If the closing is not completed by that time, or otherwise
extended as set forth below, the Escrow Agent is authorized to
release the escrow deposit to the Investors and the      Investors
shall have no further obligations with respect to
the redemption of the Preferred Stock pursuant to the terms of this
agreement.

4.   The Company may extend the Closing Date through the close of
business on Friday, October 30, 1998 (the "Extended Closing Date")
by depositing an additional $100,000.00 with the Escrow Agent on or
before the close of business on the Closing Date.  In the event
that the additional amount is deposited with the
Escrow Agent, the Escrow Agent may not release any funds from the
escrow account unless and until the closing fails to occur on or
before the Extended Closing Date.  If the closing is not completed
by that time, the Escrow Agent is authorized to release the escrow
deposit to the Investors and the Investors shall have no further
obligations with respect to the redemption of the      Preferred
Stock pursuant to the terms of this agreement.



5.   If the closing occurs on or before either the Closing Date
or the Extended Closing Date as set forth above, the escrow amount
shall be applied against, and deducted from the      redemption
price for the Preferred Stock.

6.   The existing warrants held by the Investors shall not be
affected in any way by this agreement.

     If this letter accurately sets forth our agreement, please
sign on the signature line set forth below and return a signed copy
to me by fax at (561) 640-3160.  Upon receipt of the signed
agreement, we will wire transfer the initial escrow deposit to
the Escrow Agent. 


                              Sincerely,

                              nSTOR TECHNOLOGIES, INC.

                                                                
                                /s/ Mark F. Levy
                            By: _________________________         
                                               


AGREED TO AND ACCEPTED this  15th  day of October, 1998 
LIBERTYVIEW CAPITAL MANAGEMENT, INC. 

                          By:  /s/ Steven S. Rogers
                          ___________________________________
                          Steven S. Rogers
                          Chief Administrative Officer
                          and General Counsel
                          LibertyView Capital Management, Inc.


 
EXHIBIT 4.14

                     nSTOR TECHNOLOGIES, INC.
                      100 Century Boulevard
                    West Palm Beach, FL  33417

                         November 9, 1998


LibertyView Capital Management, Inc.
101 Hudson Street
Jersey City, NJ  07302

Attention:  Alan Mark

Gentlemen:

     This letter will confirm the agreement of nStor
Technologies, Inc. (the "Company") to file a registration statement
with the Securities and Exchange Commission, at the Company's
expense and no later than April 27, 1999, which includes the
300,000 shares of the Company's common stock issuable upon the
exercise of the Company's warrants
issued to you and your affiliates on October 28, 1998.



                         Sincerely,

                         nSTOR TECHNOLOGIES, INC.

                              /s/ Mark F. Levy
                       By: __________________________________     
                


EXHIBIT 4.15

                             FORM OF

                      SUBSCRIPTION AGREEMENT
                                 
     nStor Technologies, Inc., a Delaware corporation (the
"Company"), and ___________________ (the "Investor"), hereby
agree as follows:


     1.   Sale and Purchase of Shares.

          (a)  Subject to the prior approval of the Company's
Board of Directors, the Company agrees to issue to the Investor,
and the Investor agrees to purchase from the Company, on the terms
and conditions set forth in this Subscription Agreement (the
"Agreement"), _____________ SHARES (the "Shares") of the Company's
Series D Preferred Stock (the "Preferred Stock") having the
designations set forth in the Certificate of Designations attached
hereto and made a part hereof.

          (b)  The Company shall issue the Shares in
consideration of, and against payment by, the Investor of
___________________ Dollars ($_________).

          (c)  The closing shall take place at such time and
place as shall be mutually agreed.

     2.   Certain Representations of the Investor.

          The Investor hereby represents and warrants to the
Company, its officers and directors, the following:


          (a)  The Investor is an individual resident of Palm
Beach County, in the state of Florida.

          (b)  The Investor has read carefully and understands
this Agreement and has consulted his own attorney or accountant
with respect to the investment contemplated hereby and its
suitability for the Investor.

          (c)  The Company has made available to the Investor, or
his designated representatives, during the course of this
transaction and prior to the purchase of any of the securities
referred to herein, the opportunity to ask questions of and receive
answers from the officers and directors of the Company concerning
the terms and conditions of the offering or otherwise relating to
the financial data and business of the Company, to the extent that
the Company or its officers and directors possess such information
or can acquire it without unreasonable effort or expense.  The
Company has also made available to the Investor for inspection,
documents, records, books and other written information about the
Company, its business and this investment at the office of the
Company at 100 Century Blvd., West Palm Beach, FL 33417.

          (d)  The Investor understands and represents that:  (i)
the Investor must bear the economic risk of this investment for
an indefinite period of time because the Shares have not been
registered under the Securities Act of 1933, as amended (the
"1933 Act"), or under any state securities laws and, therefore,
cannot be resold unless they are subsequently registered under the
1933 Act and the pertinent state securities laws or unless an
exemption from much registration is available; (ii) the Investor is
purchasing the Shares for investment for his own account and not
for the account of any other person, and not with any present view
toward resale or other "distribution" thereof within the meaning of
the 1933 Act; and (iii) the Investor agrees not to resell or
otherwise dispose of all or any part of the Shares, except as
permitted by law, including, without limitation, any and all
applicable provisions of this Agreement and any regulations under
the 1933 Act.

          (e)  The Investor has such knowledge and experience in
financial and business matters that he is capable of evaluating
the merits and risks of an investment in the Shares.  The Investor
represents, warrants and covenants that he is an "Accredited
Investor" within the meaning of Rule 501 of the 1933 Act.  In
particular, the Investor qualifies as such pursuant to
Subsections (a)(5) and (6) of Rule 501, which provides that an
Accredited Investor shall include:

               any natural person whose individual net
               worth, or joint net worth with that
               person's spouse, at the time of his
               purchase exceeds $1,000,000; and


               any natural person who had an individual
               income in excess of $200,000 in each of
               the two most recent years or joint income
               with that person's spouse in excess of
               $300,000 in each of those years and has a
               reasonable expectation of reaching the
               same income level in the current year."

          (f)  The Investor is aware that an investment in the
Shares is highly speculative and subject to substantial risks. 
The Investor is capable of bearing the high degree of economic risk
and burdens of this investment, including the possibility of a
complete loss of his investment and the lack of a public market and
limited transferability of the Shares, which may make the
liquidation of this investment impossible for an indefinite period
of time.  The financial condition of the Investor is such that he
is under no present or contemplated future need to dispose of any
of the Shares to satisfy any existing or contemplated undertaking,
need or indebtedness.

          (g)  All of the information that either Investor has
set forth or represented in this Agreement, with respect to his
financial position and business and investment experience is
correct and complete as of the date of this Agreement and, if
there should be any material change in such information prior to
the purchase of Shares, the Investor will immediately furnish the
revised or corrected information to the Company.

          (h)  The Investor agrees that he shall be bound by all
of the terms, conditions, duties and obligations of this Agreement
insofar as such matters affect the Company and/or the Investor.

     3.   Restricted Stock and Legend.

          (a)  The Investor acknowledges that the Shares offered
hereunder are being offered pursuant to a private placement
exemption under the 1933 Act, and that the Shares are deemed
"restricted securities" as defined in the 1933 Act.  Until the
securities offered hereunder become registered with the
Securities and Exchange Commission, each certificate representing
a share of Common Stock shall bear a legend in substantially the
following form:

          THE SHARE(S) REPRESENTED BY THIS CERTIFICATE HAVE
          NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE
          SECURITIES LAWS, AND THE COMPANY HAS RELIED UPON AN
          EXEMPTION TO THE REGISTRATION REQUIREMENT UNDER THE
          ACT FOR THE SALE OF THE SHARE(S) REPRESENTED BY
          THIS CERTIFICATE TO ITS HOLDER.  THEREFORE, THE
          SHARES  REPRESENTED BY THIS CERTIFICATE ARE
          RESTRICTED STOCK AND MAY NOT BE SOLD OR TRANSFERRED
          TO ANY THIRD PARTY WITHOUT EITHER BEING REGISTERED
          UNDER THE ACT OR AN OPINION OF COUNSEL ACCEPTABLE
          TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED
          UNDER THE ACT.

          (b)  Prior to any transfer or attempted transfer of any
of the Shares issued hereunder, or any interest therein, the
Investor shall give the Company written notice of his intention
to make such transfer, describing the manner of the intended
transfer and the proposed transferee.  Promptly after receiving
such written notice, the Company shall present copies thereof to
counsel for the Company and to any special counsel designated by
such Investor or by such holder.  If in the opinion of each of such
counsel the proposed transfer may be effected without registration
of the Shares under the applicable federal or state securities
laws, as promptly as practicable, the Company shall notify the
Investor of such opinions, whereupon the Shares proposed to be
transferred shall be transferred in accordance with the terms of
said notice.  The Company shall not be required to effect any such
transfer prior to the receipt of such favorable opinion(s);
provided, however, the Company may waive the requirement that
Investor obtain an opinion of counsel, in its sole and absolute
discretion.  As a condition to such favorable opinion, counsel for
the Company may require an
investment letter to be executed by the proposed transferee.

     4.   No Assignment.

          This Agreement is neither transferable nor assignable
by the Investor without the prior written consent of the Company.

     5.   General.

          (a)  This Agreement shall be binding upon the Investor
and the Company and their respective representatives, successors,
and permitted assigns; 

          (b)  This Agreement shall be governed, construed and
enforced in accordance with the internal laws of the State of
Florida;

          (c)  all covenants, agreements, representations and
warranties made herein or otherwise made in writing by any party
pursuant hereto shall survive the execution and delivery of this
Agreement and the consummation of the transactions contemplated
hereby;

          (d)  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument; and

          (e)  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 (i) if to the
Company, at nStor Technologies, Inc., 100 Century Blvd., West Palm
Beach, FL 33417, attn: Mark Levy, and (ii) if to the Investor, at
the address set forth under its name below, or at such other
address as each such party furnishes by notice given in accordance
with this Section 5(e), 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.

     IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the ____th day of October, 1998.


nStor Technologies, Inc.                Investor
a Delaware corporation


By:___________________________    __________________________
  Mark Levy                       
  Its:  Vice President
                                  __________________________
                                  Address



EXHIBIT 4.16

                  REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION RIGHTS AGREEMENT, dated as of
______________, 1998 (this "Agreement"), is made by and among nStor
Technologies, Inc., a Delaware corporation (the
"Company"), and the person named on the signature page hereto
(the "Investor").

                       W I T N E S S E T H:

     WHEREAS, 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 and sell to the Investor shares (the "Shares") of Series D
Preferred Stock (the "Preferred Stock");

     WHEREAS, 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 Shares;

     NOW, THEREFORE, 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 or
another form acceptable to Investor 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)  "Common Stock" shall mean the common stock
of the Company, par value $.05 per share.

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

     2.   Registration.

          (a)  The Company shall prepare and file with the SEC by
______________ a registration statement on Form S-3 covering at
least 1,000,000 shares of Common Stock that are issuable upon
conversion of Preferred Stock.

          (b)  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.

          (c)  Notwithstanding the registration of the resale of
Common Stock in accordance with Section 2(a), if at any time of
offer and sale of such Common Stock 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 Common Stock, the Company shall:

          (a)  Prepare and file with the SEC promptly (but in no
event later than the applicable time periods set forth in Section
2(a)) a Registration Statement or Statements with respect to the
Common stock and thereafter use its best efforts to cause the
Registration Statement to become effective as soon as possible
after such filing, and keep the Registration Statement, if the
Registration Statement utilizes to Rule 415, 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);

          (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 Common Stock owned by
the Investor;

          (d)  Use reasonable efforts to (i) register and qualify
the Common Stock covered by the Registration Statement under such
other securities or blue sky laws of such jurisdictions as the may
reasonably request, (ii) prepare and file in those jurisdictions
such amendments (including post-effective amendments) and
supplements, (iii) 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 (iv) take all other actions
reasonably necessary or advisable to qualify the Common Stock 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 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 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
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 an 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 (i) cause all the
Common Stock 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 (ii) 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 Common Stock 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 Common Stock to be
sold pursuant to 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 Common
Stock pursuant to the Registration Statement.  

     4.   Obligations of the Investor.  In connection with the
registration of the Common Stock, 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").  For each day that the Requested Information is
not received beginning five business days from the date of its
request, the Company shall have the right to extend the
period for filing set forth Section 2(a) hereof by one day.

          (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 Common Stock 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 Common Stock
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 Common Stock.

     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 by the Investor 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 Common
Stock 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 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 (i) 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,
(ii) 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 (iii) 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 Common Stock 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 Common Stock, promptly upon request, (i) a written statement
by the Company that it has complied with the reporting requirements
of Rule 144, the Securities Act and the
Exchange Act, (ii) 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 (iii) such other
information as may be reasonably requested to permit the Investor
to sell such securities pursuant to Rule 144 without
Registration.  In addition, Investor shall continue to receive a
monthly report from the Company.

     8.   Assignment of the Registration Rights.  The rights to
have the Company register Common Stock pursuant to this Agreement
may not be assigned unless the Company agrees to the assignment in
writing. 

     9.   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 Investor.  Any amendment of waiver effected in
accordance with this Section 9 shall be binding upon the Investor
and the Company.   

     10.  Miscellaneous.

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

          (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 (i) if to
the Company, at nStor Technologies, Inc., 100 Century Blvd., West
Palm Beach, FL 33417, attn: Mark Levy, and (ii) if to the Investor,
at the address set forth under its name in
the Subscription Agreement, or at such other address as each such
party furnishes by notice given in accordance with this
Section 10(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)  Subject to the requirements of Section 9 hereof,
this Agreement shall inure to the benefit of and be binding upon
the successors and 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.  


     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:__________________________________
     Mark Levy, Vice President
     Its: Vice President