Exhibit 10.6

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

                             nSTOR CORPORATION, INC.
                            (a Delaware corporation)

                  10% Convertible Subordinated Promissory Note

Amount: $650,000.00                                        Dated:  June 14, 2002


        nSTOR  CORPORATION,  INC., a Delaware  corporation (the "Company"),  for
value  received,  hereby  promises to pay to H. Irwin Levy or to his order or to
such persons as he may designate from time to time ("Holder") in lawful money of
the United States of America:  (i) upon Holder's  presentation  and surrender of
this 10%  Convertible  Subordinated  Promissory  Note  ("Note") at the principal
office of the Company,  the principal sum of Six Hundred Fifty Thousand  Dollars
($650,000.00) on June 14, 2003, 10:00 a.m.,  local time  ("Maturity"),  and (ii)
interest on the unpaid  principal of this Note at the rate of ten percent  (10%)
per annum,  payable at maturity.  This Note replaces three  promissory  notes as
follows:  (i) a $375,000 note dated May 30, 2001; (ii) a $75,000 note dated June
5, 2001; and (iii) a $200,000 note dated September 25, 2001, made by the Company
in favor of Holder in the  aggregate  original  principal  amount of Six Hundred
Fifty Thousand Dollars  ($650,000.00)  (the "Initial  Notes").  Interest payable
under this Note on June 14, 2003 shall include interest accrued but unpaid under
the Initial Notes for the period from inception of the Initial Notes to the date
hereof.  Payment  of this Note shall be subject to  conversion  as  provided  in
Section 1 hereof and to the terms and conditions of this Note.

        At the  option of the  Company,  any  payment  by the  Company  required
hereunder  may be made by check  mailed to Holder at the last address for Holder
appearing on the records of the Company.  This Note may be prepaid,  in whole or
part, at any time.


<PAGE> 2


        1.     Conversion.

               a. The Company's Right to Convert. The Company shall be entitled,
at any time prior to Maturity and after the date on which (i) Parent  receives a
notice of delisting  from the American  Stock  Exchange  ("AMEX"),  and (ii) the
$3,100,000 8% Convertible  Subordinated  Promissory Note dated June 10, 2002 and
issued to Halco  Investments,  L.C.  has been  converted  into  shares of common
stock, $.05 par value per share, of Parent ("Common Stock");  and, in each case,
only to the extent  deemed  necessary to maintain  Parent 's listing on AMEX, to
convert all or a portion of the then outstanding  principal amount of this Note,
and/or any accrued and unpaid interest,  into shares of Common Stock of Parent ,
at a per share  conversion  price  equal to 85% of the  closing bid price of the
Common  Stock  on AMEX on the  trading  day  immediately  prior  to the  Date of
Conversion (as defined below) ("Conversion  Price").  The number of shares to be
issued upon such conversion (the "Shares") shall equal (x) the principal  amount
of this Note to be converted  pursuant to this Section 1a., plus any accrued and
unpaid interest on such amount through the Date of Conversion divided by (y) the
Conversion  Price. Any conversion of all or part of the principal amount of this
Note  and/or any  accrued  but unpaid  interest  shall not  extinguish  Holder's
otherwise  valid  contractual  right to any  remaining  principal and any unpaid
interest not so converted.

               b.  Stock  Reclassifications;   Stock  Splits,  Combinations  and
Dividends.  If the Common Stock  issuable upon the conversion of this Note 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,  subject to Section 1a. above,  Parent shall
have the right  thereafter  to convert  all or any portion of this Note into the
kind and amount of shares of stock and other securities and property  receivable
upon such capital reorganization,  reclassification or other change which Holder
would  have  received  had this Note been  converted  immediately  prior to such
capital reorganization, reclassification or other change.

               c. 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 1c. above) or a merger or consolidation of Parent
with or into another corporation, or the sale of all or substantially all of the
Parent  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 Parent (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 Holder shall
thereafter be entitled to receive upon  conversion  of this Note,  the number of
shares of stock or other  securities or property of Parent,  or of the successor
corporation resulting from such Reorganization,  to which Holder would have been
entitled if Parent had converted such portion of this Note immediately  prior to
such Reorganization.  In any such case,  appropriate adjustment shall be made in
the  application of the provisions of this subsection with respect to the rights
of  Holder  after the  Reorganization,  to the end that the  provisions  of this
subsection   (including  adjustment  of  the  number  of  shares  issuable  upon
conversion  of this  Note)  shall be  applicable  after  that event in as nearly
equivalent a manner as may be practicable.


<PAGE> 3


               d.  Exercise  of  Conversion  Right.  In  order to  exercise  the
conversion  privilege  in Section  1a.  above,  the  Company  shall  deliver the
attached  Notice of  Election  to Convert  (which  must be fully  completed  and
executed) during regular business hours to Holder at the last address for Holder
appearing on the records of the Company.  Promptly upon receipt of the Notice of
Election  to  Convert,   Holder  shall   surrender  for  conversion  this  Note,
accompanied by the attached  Assignment Form, unless the Shares are to be issued
in the same name as Holder.  As promptly as  practicable  after the surrender of
this Note,  Parent shall deliver or cause to be delivered to Holder, at the last
address for Holder appearing on the records of the Company, a certificate(s) for
the number of fully paid and non-assessable shares of Common Stock issuable upon
conversion of this Note.

               e. Date of  Conversion.  Conversion  shall be deemed to have been
effected  immediately  prior to the close of  business  on the date on which the
Notice of  Election  to  Convert is sent to Holder  along  with this  originally
executed  Note, as the case may be, (the "Date of  Conversion").  On the Date of
Conversion,  the rights of Holder  hereunder  shall cease and the  person(s)  in
whose  name(s)  any  certificate(s)  for shares of Common  Stock shall have been
issued upon  conversion  ("Certificate  Holders") shall be deemed to have become
Holder(s) of record of the shares represented thereby.  Notwithstanding,  if the
stock  transfer  books of  Parent  shall be  closed  on the Date of  Conversion,
Certificate  Holders shall be deemed to have become  shareholder(s) of record on
the next succeeding day on which Parent's stock transfer books are open.

               f. Legend. Certificates evidencing the Shares shall bear a legend
(to the extent applicable) similar to the legend on the face of this Note.

               g. Fractional  Shares. No fractional shares of Common Stock shall
be issued upon  conversion of this Note. In the event that the principal  amount
and interest to be converted would result in the issuance of a fractional  share
of Common  Stock,  such  fractional  shares,  on an  aggregate  basis,  shall be
disregarded  and the number of shares of Common Stock  issuable upon  conversion
shall be, on an aggregate basis, the next higher number of whole shares.

               h.  Taxes.  The issuance of a certificate(s) for the Shares shall
be made without charge to Holder for any  documentary tax (other than Federal or
state taxes, if appropriate), expense or related cost in respect to the issuance
of such certificate(s).

               i.  Partial  Conversion.  Upon partial  conversion  of this Note,
the Company shall execute and deliver to Holder a substitute  Note  representing
the  outstanding  principal  amount of this Note not  converted  and  containing
substantially the same terms as this Note.

               j. Reservation of Common Stock. Parent 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 this Note,  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 the outstanding  principal  amount of this
Note, 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 of the then
outstanding  principal amount of this Note, Parent shall use its best efforts to
take such 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
purposes.


<PAGE> 4


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

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

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

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

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


<PAGE> 5


        7.  Registration.

               a. Holder,  by its acceptance of this Note,  acknowledges that it
is aware that this Note has not been registered under the Act, or the securities
laws of any state or other jurisdiction.

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

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

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

        10. Choice of Law; Venue; Non-Jury Trial. This Note shall be governed by
and  construed  in  accordance  with the laws of the State of  Florida,  without
reference to choice of law  principles,  and the sole venue for any legal action
brought in connection  with this Note shall be Palm Beach  County,  Florida in a
court of law with appropriate  jurisdiction.  Holder hereby expressly waives its
right to a jury trial in any court  action that may occur.  In any legal  action
arising out of or in connection  with this Note, the  prevailing  party shall be
entitled to an award of the reasonable attorneys' fees.

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

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


<PAGE> 6


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

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

        15.    Captions.  Section  captions are  provided  for  the  convenience
of the parties and are not intended to affect the interpretation, performance or
enforcement of this Note.

        16. Compliance With Law. It is the  responsibility of Holder ensure that
all  payments  received  by Holder  comply  with all tax,  securities  and other
applicable laws,  rules, and regulations of all applicable  authorities,  and to
provide the Company with any written  consents or other documents  necessary for
compliance with such laws, rules and regulations.  It is the  responsibility  of
the Company to pay any documentary stamp, governmental, agency or any other type
of tax upon this Note or upon the indebtedness  evidenced hereby when due (other
than any federal, state or local income tax imposed upon Holder).

                            [Signature Page Follows]


<PAGE> 7


        IN WITNESS WHEREOF, the Company has caused this Note to be signed by its
authorized  officer and its corporate seal to be affixed hereto, as of this 15th
day of June, 2002.

                            nSTOR CORPORATION, INC.,
                            a Delaware corporation

                            By: /s/ Thomas L. Gruber
                                -------------------------------------
                                Thomas L. Gruber, President,
                                Chief Operating and Financial Officer


                            Agreed and Acknowledged as to Section 1

                            nStor Technologies, Inc.

                            By: /s/ Jack Jaiven
                                -----------------------------------------
                                Jack Jaiven, Vice President and Treasurer


<PAGE> 8


                          NOTICE OF ELECTION TO CONVERT

To: H. IRWIN LEVY

        nSTOR CORPORATION,  INC. , a Delaware corporation,  hereby exercises the
option to convert the principal amount of the attached Note, or portion thereof,
and/or any accrued and unpaid interest thereon, below designated,  for shares of
the Common Stock of nStor Technologies, Inc. in accordance with the terms of the
attached  Note.  The  shares  deliverable  upon  this  conversion  (and any Note
representing any nonconverted amount hereof) shall be issued and delivered to H.
Irwin Levy.

Dated: __________, 200_

                            nSTOR CORPORATION, INC.,
                            a Delaware corporation

                            By:_______________________________
                            Name: ____________________________
                            Title:____________________________

                            Principal amount to be converted
                            $__________________

                            Accrued but unpaid interest to
                            be converted $____________

                            Conversion Price (if and as adjusted) $_______  per
                            share

                            Number of shares of Common Stock to be issued
                            __________________


<PAGE> 9


                                   ASSIGNMENT

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

FOR VALUE RECEIVED____________________________("Assignor") hereby sells, assigns
and transfers this Note unto

________________________________________("Assignee")
(Name)

________________________________________
(Address)

, 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.

Date:__________________________            Assignor:


                                           By:
                                           Its:


                                          Signature:____________________________