Exhibit
      4.3


**REGISTRATION
      RIGHTS AGREEMENT**





THIS
      REGISTRATION RIGHTS AGREEMENT (the " **Agreement** ")
      is
      made and entered into as of the 18 th day of
      May, 2004 by and among **WindsorTech, Inc, .,** a
      corporation organized and existing under the laws of the State of Delaware
      (“WindsorTech” or the “ **Company** ”),
      and
      certain investors, (hereinafter referred to collectively as “ **Investor** ”
or
      “ **Investors** ”)
      as
      identified herein (each agreement with an Investor being deemed a separate
      and
      independent agreement between the Company and such Investor). Unless defined
      otherwise, capitalized terms herein shall have the identical meaning as in
      the
      Stock Purchase Agreement.









**PRELIMINARY
      STATEMENT**





**WHEREAS** ,
      pursuant to the Stock Purchase Agreement, of even date herewith, by and among
      WindsorTech and the Investors, as part of the consideration, Investors shall
      receive Shares of WindsorTech; and





**WHEREAS** ,
      the
      ability of the Investors to sell their shares of Common Stock is subject to
      certain restrictions under the 1933 Act; and





**WHEREAS** ,
      as a
      condition to the Stock Purchase Agreement, WindsorTechhas agreed to provide
      the
      Investors with a mechanism that will permit such Investors, subject to a market
      stand-off agreement, to sell their Shares of Common Stock in the
      future.





**NOW,
      THEREFORE** ,
      in
      consideration of the premises and of the mutual covenants and agreements, and
      subject to the terms and conditions herein contained, the parties hereto hereby
      agree as follows:







**ARTICLE
      I**




**INCORPORATION
      BY REFERENCE, SUPERSEDER**




1.1  Incorporation
      by Reference .
      The
      foregoing recitals, Schedule
      A and the
      Exhibits attached hereto and referred to herein, are hereby acknowledged to
      be
      true and accurate, and are incorporated herein by this reference.




1.2  Superseder .
      This
      Agreement is entered as part and parcel of a series of agreements between the
      Company and the Investors. Such agreements shall be read consistent and not
      in
      conflict with each other. To the extent any person is deemed involved, it shall
      be interpreted to be enforceable the fullest extent permitted by law. A copy
      of
      this Agreement shall be filed at the Company’s principal office.







**REGISTRATION
            RIGHTS AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**
 **Page
          1 of
          17**











**ARTICLE
      II**




**DEMAND
      REGISTRATION RIGHTS**







2.1
      " **Registrable
      Shares** "
      means
      and includes the Shares of WindsorTechissued to the Investors pursuant to the
      Stock Purchase Agreement. As to any particular Registrable Shares, such
      securities will cease to be Registrable Shares when (a) they have been
      effectively registered under the 1933 Act and disposed of in accordance with
      the
      registration statement covering them, (b) they are or may be freely traded
      without registration pursuant to Rule 144 under the 1933 Act (or any similar
      provisions that are then in effect), or (c) they have been otherwise transferred
      and new certificates for them not bearing a restrictive legend have been issued
      by WindsorTech and WindsorTech shall not have "stop transfer" instructions
      against them. " **Shares** "
      shall
      mean, collectively, the shares of Common Stock of the Company being issued
      pursuant to the Stock Purchase Agreement and those shares of Common Stock
      issuable to the Investor upon exercise of the Warrants being issued pursuant
      to
      the Stock Purchase Agreement.




2.2  **Registration
      of Registrable Securities** .
      The
      Company shall prepare and file within thirty (30) days following the date hereof
      (the " **Filing
      Date** ")
      a
      registration statement (the " **Registration
      Statement** ")
      covering the resale of the Registrable Securities. The Company shall use its
      best efforts to cause the Registration Statement to be declared effective by
      the
      SEC on the earlier of (i) 120 days following the Closing Date with respect
      to
      the Registration Statement, (ii) ten (10) days following the receipt of a "No
      Review" or similar letter from the SEC or (iii) the first day following the
      day
      the SEC determines the Registration Statement eligible to be declared effective
      (the " **Required
      Effectiveness Date** ").
      Nothing contained herein shall be deemed to limit the number of Registrable
      Securities to be registered by the Company hereunder. As a result, should the
      Registration Statement not relate to the maximum number of Registrable
      Securities acquired by (or potentially acquirable by) the holders of the Shares
      of WindsorTech issued to the Investors pursuant to the Stock Purchase Agreement,
      the Company shall be required to promptly file a separate registration statement
      (utilizing Rule 462 promulgated under the Exchange Act, where applicable)
      relating to such Registrable Securities which then remain unregistered. The
      provisions of this Agreement shall relate to any such separate registration
      statement as if it were an amendment to the Registration Statement.





2.3  **Demand
      Registration** .
      Subject
      to the limitations of Section 2.2, at any time, holders of the majority of
      the
      Shares as of the date of the Stock Purchase Agreement may request the
      registration, once and only once, under the 1933 Act of all or part of the
      Registrable Shares then outstanding (a " **Demand
      Registration** ").
      Subject to the conditions of Section 3, the Company shall use its best efforts
      to file such registration statement under the 1933 Act as promptly as
      practicable after the date any such request is received by the Company and
      to
      cause such registration statement to be declared effective. The Company shall
      notify the Investors promptly when any such registration statement has been
      declared effective. If more than 80 percent of the Shares as of the date of
      the
      Stock Purchase Agreement have been registered or sold, this provision shall
      expire.







**REGISTRATION
            RIGHTS AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**
 **Page
          2 of
          17**




2.4  **Registration
      Statement Form** .
      Registrations under Section 2.2 and Section 2.3 shall be on Form SB-2 or such
      other appropriate registration form of the SEC as shall permit the disposition
      of such Registrable Securities in accordance with the intended method or methods
      of disposition specified in the Registration Statement; provided, however,
      such
      intended method of disposition shall not include an underwritten offering of
      the
      Registrable Securities.





2.5  **Expenses** .
      The
      Company will pay all Registration expenses in connection with any registration
      required by under Sections 2.2 and Section 2.3 herein.





2.6  **Effective
      Registration Statement** .
      A
      registration requested pursuant to Sections 2.2 and Section 2.3 shall not be
      deemed to have been effected (i) unless a registration statement with respect
      thereto has become effective within the time period specified herein, provided
      that a registration which does not become effective after the Company filed
      a
      registration statement with respect thereto solely by reason of the refusal
      to
      proceed of any holder of Registrable Securities (other than a refusal to proceed
      based upon the advice of counsel in the form of a letter signed by such counsel
      and provided to the Company relating to a disclosure matter unrelated to such
      holder) shall be deemed to have been effected by the Company unless the holders
      of the Registrable Securities shall have elected to pay all Registration
      Expenses in connection with such registration, (ii) if, after it has become
      effective, such registration becomes subject to any stop order, injunction
      or
      other order or extraordinary requirement of the SEC or other governmental agency
      or court for any reason or (iii) if, after it has become effective, such
      registration ceases to be effective for more than the allowable Black-Out
      Periods (as defined herein).





2.7  **Plan
      Of Distribution.** The
      Company hereby agrees that the Registration Statement shall include a plan
      of
      distribution section reasonably acceptable to the Holder; provided, however,
      such plan of distribution section shall be modified by the Company so as to
      not
      provide for the disposition of the Registrable Securities on the basis of an
      underwritten offering.





2.8  **Liquidated
      Damages** .
      Subject
      to diligent efforts to comply with applicable laws, rules and/or regulations
      for
      which the following time period shall be extended if, after five (5) months
      from
      the date hereof, in the event the Company does not register the Registrable
      Securities pursuant to the requirements of Section 2.2 herein, or if the
      Registration Statement filed pursuant to Section 2.2 herein is not declared
      effective, or if the Registrable Securities are registered pursuant to an
      effective Registration Statement and such Registration Statement or other
      Registration Statement including the Registrable Securities is not effective
      in
      the period from five months from the date hereof through two years following
      the
      date hereof, the Company shall, for each such day, pay the Purchaser, as
      liquidated damages and not as a penalty, an amount equal to  30%  of
      the
      Purchase Price per annum; and for any such day, such payment shall be made
      no
      later than the first business day of the calendar month next succeeding the
      month in which such day occurs. In addition, if the Company has not filed a
      registration statement within the thirty day period after closing as specified
      in 2.2, the Company shall, for each such day after thirty days from closing
      and
      until the filing of a registration statement, pay the Purchaser, as liquidated
      damages and not as a penalty, an amount equal to thirty percent (30%)of the
      Purchase Price per annum; and for any such day, such payment shall be made
      no
      later than the first business day of the calendar month next succeeding the
      month in which such day occurs.






**REGISTRATION
            RIGHTS AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**
 **Page
          3 of
          17**




The
      parties agree that the only damages payable for a violation of the terms of this
      Agreement with respect to which liquidated damages are expressly provided shall
      be such liquidated damages. Nothing shall preclude the Purchaser from pursuing
      or obtaining specific performance or other equitable relief with respect to
      this
      Agreement.




The
      parties hereto agree that the liquidated damages provided for in this Section
      2.8 constitute a reasonable estimate of the damages that may be incurred by
      the
      Purchaser by reason of the failure of the Registration Statement to be filed
      or
      declared effective in accordance with the provisions hereof.




The
      obligation of the Company terminates when the holder of shares of Registrable
      Securities no longer holds more than twenty percent (20%) of their shares of
      Registrable Securities.





The
      penalties of this provision shall not be cumulative with those of the Stock
      Purchase Agreement of even date herewith.





**ARTICLE
      III**







**INCIDENTAL
      REGISTRATION RIGHTS**







3.1  **Right
      To Include (“Piggy-Back”) Registrable Securities.**  Provided
      that the Registrable Securities have not been registered, if at any time after
      the date hereof but before the second anniversary of the date hereof, the
      Company proposes to register any of its securities under the 1933 Act (other
      than by a registration in connection with an acquisition in a manner which
      would
      not permit registration of Registrable Securities for sale to the public, on
      Form S-8, or any successor form thereto, on Form S-4, or any successor form
      thereto and other than pursuant to Section 2), on an underwritten basis (either
      best-efforts or firm-commitment), then, the Company will each such time give
      prompt written notice to all holders of Registrable Securities of its intention
      to do so and of such holders of Registrable Securities' rights under this
      Section 3.1. Upon the written


request
      of any such holders of Registrable Securities made within ten (10) days after
      the receipt of any such notice (which request shall specify the Registrable
      Securities intended to be disposed of by such holders of Registrable Securities
      and the intended method of disposition thereof), the Company will, subject
      to
      the terms of this Agreement, use its commercially reasonable best efforts to
      effect the registration under the 1933 Act of the Registrable Securities, to
      the
      extent requisite to permit the disposition (in accordance with the intended
      methods thereof as aforesaid) of such Registrable Securities so to be
      registered, by inclusion of such Registrable Securities in the registration
      statement which covers the securities which the Company proposes to register,
      provided that if, at any time after written notice of its intention to register
      any securities and prior to the effective


date
      of
      the registration statement filed in connection with such registration, the
      Company shall determine for any reason either not to register or to delay
      registration of such securities, the Company may, at its election, give written
      notice of such determination to each holders of Registrable Securities and,
      thereupon, (i) in the case of a determination not to register, shall be relieved
      of this obligation to register any Registrable Securities in connection with
      such registration (but not from its obligation to pay the Registration Expenses
      in connection therewith), without prejudice, however, to the rights of any
      holder or holders of Registrable Securities entitled to do so to request that
      such registration be effected as a registration under Section 2, and (ii) in
      the
      case of a determination to delay registering, shall be permitted to delay
      registering any Registrable Securities, for the same period as the delay in
      registering such other securities. No registration effected under this Section
      3.1 shall relieve the Company of its obligation to effect any registration
      upon
      request under Section 2 . The
      Company will pay all Registration Expenses in connection with each registration
      of Registrable Securities requested pursuant to this Section 3.1. The right
      provided the Holders of the Registrable Securities pursuant to this Section
      shall be exercisable at their sole discretion and will in no way limit any
      of
      the Company's obligations to pay the Securities according to their
      terms.






**REGISTRATION
            RIGHTS AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**
 **Page
          4 of
          17**








3.2  **Priority
      In Incidental Registrations** .
      If the
      managing underwriter of the underwritten offering contemplated by this Section
      3
      shall inform the Company and holders of the Registrable Securities requesting
      such registration by letter of its belief that the number of securities
      requested to be included in such registration exceeds the number


which
      can
      be sold in such offering, then the Company will include in such registration,
      to
      the extent of the number which the Company is so advised can be sold in such
      offering, (i) first securities proposed by the Company to be sold for its own
      account, and (ii) second Registrable Securities and (iii) securities of other
      selling security holders requested to be included in such
      registration.







**ARTICLE
      IV**







**REGISTRATION
      PROCEDURES**









4.1
      REGISTRATION PROCEDURES. If and whenever the Company is required to effect
      the
      registration of any Registrable Securities under the 1933 Act as provided in
      Section 2.2 and, as applicable, 2.3, the Company shall, as expeditiously as
      possible:





(i)
      prepare and file with the SEC the Registration Statement, or amendments thereto,
      to effect such registration (including such audited financial statements as
      may
      be required by the 1933 Act or the rules and regulations promulgated thereunder)
      and thereafter use its commercially reasonable best efforts to cause such
      registration statement to be declared effective by the SEC, as soon as
      practicable, but in any event no later than the Required Effectiveness Date
      (with respect to a registration pursuant to Section 2.2); provided, however,
      that before filing such registration statement or any amendments thereto, the
      Company will furnish to the counsel selected by the holders of Registrable
      Securities which are to be included in such registration, copies of all such
      documents proposed to be filed;






**REGISTRATION
            RIGHTS AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**
 **Page
          5 of
          17**





(ii)
      with
      respect to any registration statement pursuant to Section 2.2 or Section 2.3,
      prepare and file with the SEC such amendments and supplements to such
      registration statement and the prospectus used in connection therewith as may
      be
      necessary to keep such registration statement effective and to comply with
      the
      provisions of the 1933 Act with respect to the disposition of all Registrable
      Securities covered by such registration statement until the earlier to occur
      of
      thirty six (36) months after the date of this Agreement (subject to the right
      of
      the Company to suspend the effectiveness thereof for not more than 10
      consecutive Trading Days or an aggregate of 20 Trading Days during each year
      (each a " **Black-Out
      Period** "))
      or
      such time as all of the securities which are the subject of such registration
      statement cease to be Registrable Securities (such period, in each case, the
      " **Registration
      Maintenance Period** ");





(iii)
      furnish to each holder of Registrable Securities covered by such registration
      statement such number of conformed copies of such registration statement and
      of
      each such amendment and supplement thereto (in each case including all
      exhibits), such number of copies of the prospectus contained in such
      registration statement (including each preliminary prospectus and any summary
      prospectus) and any other prospectus filed under Rule 424 under the 1933 Act,
      in
      conformity with the requirements of the 1933 Act, and such other documents,
      as
      such holder of Registrable Securities and underwriter, if any, may reasonably
      request in order to facilitate the public sale or other disposition of the
      Registrable Securities owned by such holder of Registrable Securities;





(iv)
      use
      its commercially reasonable best efforts to register or qualify all Registrable
      Securities and other securities covered by such registration statement under
      such other securities laws or blue sky laws as any holder of Registrable
      Securities thereof shall reasonably request, to keep such registrations or
      qualifications in effect for so long as such registration statement remains
      in
      effect, and take any other action which may be reasonably necessary to enable
      such holder of Registrable Securities to consummate the disposition in such
      jurisdictions of the securities owned by such holder of Registrable Securities,
      except that the Company shall not for any such purpose be required to qualify
      generally to do business as a foreign corporation in any jurisdiction wherein
      it
      would not but for the requirements of this subdivision (iv) be obligated to
      be
      so qualified or to consent to general service of process in any such
      jurisdiction;





(v)
      use
      its commercially reasonable best efforts to cause all Registrable Securities
      covered by such registration statement to be registered with or approved by
      such
      other governmental agencies or authorities as may be necessary to enable the
      holder of Registrable Securities thereof to consummate the disposition of such
      Registrable Securities;






**REGISTRATION
            RIGHTS AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**
 **Page
          6 of
          17**





(vi)
      furnish to each holder of Registrable Securities a signed counterpart, addressed
      to such holder of Registrable Securities, and the underwriters, if any, of
      an
      opinion of counsel for the Company, dated the effective date of such
      registration statement (or, if such registration includes an underwritten public
      offering, an opinion dated the date of the closing under the underwriting
      agreement), reasonably satisfactory in form and substance to such holder of
      Registrable Securities) including that the prospectus and any prospectus
      supplement forming a part of the Registration Statement does not contain an
      untrue statement of a material fact or omits a material fact required to be
      stated therein or necessary in order to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading, and





(vii)
      notify the Investor and its counsel promptly and confirm such advice in writing
      promptly after the Company has knowledge thereof:




(A)
      when
      the Registration Statement, the prospectus or any prospectus supplement related
      thereto or post-effective amendment to the Registration Statement has been
      filed, and, with respect to the Registration Statement or any post-effective
      amendment thereto, when the same has become effective;





(B)
      of
      any request by the SEC for amendments or supplements to the Registration
      Statement or the prospectus or for additional information;





(C)
      of
      the issuance by the SEC of any stop order suspending the effectiveness of the
      Registration Statement or the initiation of any proceedings by any Person for
      that purpose; and





(D)
      of
      the receipt by the Company of any notification with respect to the suspension
      of
      the qualification of any Registrable Securities for sale under the securities
      or
      blue sky laws of any jurisdiction or the initiation or threat of any proceeding
      for such purpose;





(viii)
      notify each holder of Registrable Securities covered by such registration
      statement, at any time when a prospectus relating thereto is required to be
      delivered under the 1933 Act, upon discovery that, or upon the happening of
      any
      event as a result of which, the prospectus included in such registration
      statement, as then in effect, includes an untrue statement of a material fact
      or
      omits to state any material facts required to be stated therein or necessary
      to
      make the statements therein not misleading in the light of the circumstances
      then existing, and at the request of any such holder of Registrable Securities
      promptly prepare and furnish to such holder of Registrable Securities a
      reasonable number of copies of a supplement to or an amendment of such
      prospectus as may be necessary so that, as thereafter delivered to the
      purchasers of such securities, such prospectus shall not include an 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 not misleading in
      the
      light of the circumstances then existing;






**REGISTRATION
            RIGHTS AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**
 **Page
          7 of
          17**





(ix)
      use
      its best efforts to obtain the withdrawal of any order suspending the
      effectiveness of the Registration Statement at the earliest possible
      moment;





(x)
      otherwise use its commercially reasonable best efforts to comply with all
      applicable rules and regulations of the SEC, and make available to its security
      holders, as soon as reasonably practicable, an earnings statement covering
      the
      period of at least twelve months, but not more than eighteen months, beginning
      with the first full calendar month after the effective date of such registration
      statement, which earnings statement


shall
      satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158
      thereunder;





(xi)
      enter into such agreements and take such other actions as the Investors shall
      reasonably request in writing (at the expense of the requesting or benefiting
      Investors) in order to expedite or facilitate the disposition of such
      Registrable Securities; and





(xii)
      use
      its commercially reasonable best efforts to list all Registrable Securities
      covered by such registration statement on any securities exchange on which
      any
      of the Registrable Securities are then listed.





The
      Company may require each holder of Registrable Securities as to which any
      registration is being effected to furnish the Company such information regarding
      such holder of Registrable Securities and the distribution of such securities
      as
      the Company may from time to time reasonably request in writing.





4.2
      The
      Company will not file any registration statement pursuant to Section 2.2 or
      Section 2.3, or amendment thereto or any prospectus or any supplement thereto
      to
      which the Investors shall reasonably object, provided that the Company may
      file
      such documents in a form required by law or upon the advice of its
      counsel.





4.3
      The
      Company represents and warrants to each holder of Registrable Securities that
      it
      has obtained all necessary waivers, consents and authorizations necessary to
      execute this Agreement and consummate the transactions contemplated hereby
      other
      than such waivers, consents and/or authorizations specifically contemplated
      by
      the Stock Purchase Agreement.





4.4
      Each
      holder of Registrable Securities agrees that, upon receipt of any notice from
      the Company of the occurrence of any event of the kind described in subdivision
      (viii) of Section
      4.1, such Holder will forthwith discontinue such holder of Registrable
      Securities’ disposition of Registrable Securities pursuant to the Registration
      Statement relating to such Registrable Securities until such holder of
      Registrable Securities’ receipt of the copies of the supplemented or amended
      prospectus contemplated by subdivision (viii) of Section 4.1 and, if so directed
      by the Company, will deliver to the Company (at the Company's expense) all
      copies, other than permanent file copies, then in such Holder's possession
      of
      the prospectus relating to such Registrable Securities current at the time
      of
      receipt of such notice.






**REGISTRATION
            RIGHTS AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**
 **Page
          8 of
          17**





**ARTICLE
      V**







**UNDERWRITTEN
      OFFERINGS**







5.1  **Incidental
      Underwritten Offerings** .
      If the
      Company at any time proposes to register any of its securities under the 1933
      Act as contemplated by Section 3.1 and such securities are to be distributed
      by
      or through one or more underwriters, the Company will, if requested by any
      holder of Registrable Securities as provided in Section 3.1 and subject to
      the
      provisions of Section 3.2, use its commercially reasonable best efforts to
      arrange for such underwriters to include all the Registrable Securities to
      be
      offered and sold by such holder among the securities to be distributed by such
      underwriters.





5.2  **Participation
      In Underwritten Offerings** .
      No
      holder of Registrable Securities may participate in any underwritten offering
      under Section 3.1 unless such holder of Registrable Securities (i) agrees to
      sell such Person's securities on the basis provided in any underwriting
      arrangements approved, subject to the terms and conditions hereof, by the
      holders of a majority of Registrable Securities to be included in such
      underwritten offering and (ii) completes and executes all questionnaires,
      indemnities, underwriting agreements and other documents (other than powers
      of
      attorney) required under the terms of such underwriting arrangements.
      Notwithstanding the foregoing, no underwriting agreement (or other agreement
      in
      connection with such offering) shall require any holder of Registrable
      Securities to make a representation or warranty to or agreements with the
      Company or the underwriters other than representations and warranties contained
      in a writing furnished by such holder of Registrable Securities expressly for
      use in the related registration statement or representations, warranties or
      agreements regarding such holder of Registrable Securities, such holder's
      Registrable Securities and such holder's intended method of distribution and
      any
      other representation required by law.





5.3  **Preparation;
      Reasonable Investigation** .
      In
      connection with the preparation and filing of each registration statement under
      the 1933 Act pursuant to this Agreement, the Company will give the holders
      of
      Registrable Securities registered under such registration statement, and their
      respective counsel and accountants, the opportunity to participate in the
      preparation of such registration statement, each prospectus included therein
      or
      filed with the SEC, and each amendment thereof or supplement thereto, and will
      give each of them such access to its books and records and such opportunities
      to
      discuss the business of the Company with its officers and the independent public
      accountants who have certified its financial statements as shall be necessary,
      in the reasonable opinion of such holders' and such underwriters' respective
      counsel, to conduct a reasonable investigation within the meaning of the 1933
      Act.






**REGISTRATION
            RIGHTS AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**
 **Page
          9 of
          17**








**ARTICLE
      VI**







**INDEMNIFICATION**







6.1  **Indemnification
      by the Company** .
      In the
      event of any registration of any securities of the Company under the 1933 Act,
      the Company will, and hereby does agree to indemnify and hold harmless the
      holder of any Registrable Securities covered by such registration statement,
      its
      directors and officers, each other Person who participates as an underwriter
      in
      the offering or sale of such securities and each other Person, if any, who
      controls such holder or any such underwriter within the meaning of the 1933
      Act
      against any losses, claims, damages or liabilities, joint or several, to which
      such holder or any such director or officer or underwriter or controlling person
      may become subject under the 1933 Act or otherwise, insofar as such losses,
      claims, damages or liabilities (or actions or proceedings, whether commenced
      or
      threatened, in respect thereof) arise out of or are based upon any untrue
      statement or alleged untrue statement of any material fact contained in any
      registration statement under which such securities were registered under the
      1933 Act, any preliminary prospectus, final prospectus or summary prospectus
      contained therein, or any amendment or supplement thereto, or any omission
      or
      alleged omission to state therein a material fact required to be stated therein
      or necessary to make the statements therein not misleading, and the Company
      will
      reimburse such holder and each such director, officer, underwriter and
      controlling person for any legal or any other expenses reasonably incurred
      by
      them in connection with investigating or defending any such loss, claim,
      liability, action or proceeding, provided that the Company shall not be liable
      in any such case to the extent that any such loss, claim, damage, liability,
      (or
      action or proceeding in respect thereof) or expense arises out of or is based
      upon an untrue statement or alleged untrue statement or omission or alleged
      omission made in such registration statement, any such preliminary prospectus,
      final prospectus, summary prospectus, amendment or supplement in reliance upon
      and in conformity with written information furnished to the Company by such
      holder or underwriter stating that it is for use in the preparation thereof
      and,
      provided further that the Company shall not be liable to any Person who
      participates as an underwriter in the offering or sale of Registrable Securities
      or to any other Person, if any, who controls such underwriter within the meaning
      of the 1933 Act, in any such case to the extent that any such loss, claim,
      damage, liability (or action or proceeding in respect thereof) or expense arises
      out of such Person's failure to send or give a copy of the final prospectus,
      as
      the same may be then supplemented or amended, within the time required by the
      1933 Act to the Person asserting the existence of an untrue statement or alleged
      untrue statement or omission or alleged omission at or prior to the written
      confirmation of the sale of Registrable Securities to such Person if such
      statement or omission was corrected in such final prospectus or an amendment
      or
      supplement thereto. Such indemnity shall remain in full force and effect
      regardless of any investigation made by or on behalf of such holder or any
      such
      director, officer, underwriter or controlling person and shall survive the
      transfer of such securities by such holder. Provided however that such indemnity
      is limited to the total initial payment paid by any Investor for its Units.






**REGISTRATION
            RIGHTS AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**
 **Page
          10 of
          17**





6.2  **Indemnification
      by the Investors** .
      The
      Company may require, as a condition to including any Registrable Securities
      in
      any registration statement filed pursuant to this Agreement, that the Company
      shall have received an undertaking satisfactory to it from the prospective
      holder of such Registrable Securities, to indemnify and hold harmless (in the
      same manner and to the same extent as set forth in Section 6.1) the Company,
      each director of the Company, each officer of the Company and each other Person,
      if any, who controls the Company within the meaning of the 1933 Act, with
      respect to any statement or alleged statement in or omission or alleged omission
      from such registration statement, any preliminary prospectus, final prospectus
      or summary prospectus contained therein, or any amendment or supplement thereto,
      if such statement or alleged statement or omission or alleged omission was
      made
      in reliance upon and in conformity with written information furnished to the
      Company through an instrument duly executed by such holder of Registrable
      Securities specifically stating that it is for use in the preparation of such
      registration statement, preliminary prospectus, final prospectus, summary
      prospectus, amendment or supplement. Any such indemnity shall remain in full
      force and effect, regardless of any investigation made by or on behalf of the
      Company or any such director, officer or controlling person and shall survive
      the transfer of such securities by such Investor.





6.3  **Notices
      Of Claims, Etc** .
      Promptly after receipt by an indemnified party of notice of the commencement
      of
      any action or proceeding involving a claim referred to in Sections 6.1 and
      Section 6.2, such indemnified party will, if claim in respect thereof is to
      be
      made against an indemnifying party, give written notice to the latter of the
      commencement of such action, provided that the failure of any indemnified party
      to give notice as provided herein shall not relieve the indemnifying party
      of
      its obligations under Sections 6.1 and Section 6.2, except to the extent that
      the indemnifying party is actually prejudiced by such failure to give notice.
      In
      case any such action is brought against an indemnified party, unless in such
      indemnified party's reasonable judgment a conflict of interest between such
      indemnified and indemnifying parties may exist in respect of such claim, the
      indemnifying party shall be entitled to participate in and to assume the defense
      thereof, jointly with any other indemnifying party similarly notified, to the
      extent that the indemnifying party may wish, with counsel reasonably
      satisfactory to such indemnified party, and after notice from the indemnifying
      party to such indemnified party of its election so to assume the defense
      thereof, the indemnifying party shall not be liable to such indemnified party
      for any legal or other expenses subsequently incurred by the latter in
      connection with the defense thereof other than reasonable costs of
      investigation. No indemnifying party shall, without the consent of the
      indemnified party, consent to entry of any judgment or enter into any settlement
      of any such action which does not include as an unconditional term thereof
      the
      giving by the claimant or plaintiff to such indemnified party of a release
      from
      all liability, or a covenant not to sue, in respect to such claim or litigation.
      No indemnified party shall consent to entry of any judgment or enter into any
      settlement of any such action the defense of which has been assumed by an
      indemnifying party without the consent of such indemnifying party.






**REGISTRATION
            RIGHTS AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**
 **Page
          11 of
          17**





6.4  **Other
      Indemnification** .
      Indemnification similar to that specified in Sections 6.1 and Section 6.2 (with
      appropriate modifications) shall be given by the Company and each holder of
      Registrable Securities (but only if and to the extent required pursuant to
      the
      terms herein) with respect to any required registration or other qualification
      of securities under any Federal or state law or regulation of any governmental
      authority, other than the 1933 Act.





6.5  **Indemnification
      Payments** .
      The
      indemnification required by Sections 6.1 and Section 6.2 shall be made by
      periodic payments of the amount thereof during the course of the investigation
      or defense, as and when bills are received or expense, loss, damage or liability
      is incurred.





6.6  **Contribution** .
      If the
      indemnification provided for in Sections 6.1 and Section 6.2 is unavailable
      to
      an indemnified party in respect of any expense, loss, claim, damage or liability
      referred to therein, then each indemnifying party, in lieu of indemnifying
      such
      indemnified party, shall contribute to the amount paid or payable by such
      indemnified party as a result of such expense, loss, claim, damage or liability
      (i) in such proportion as is appropriate to reflect the relative benefits
      received by the Company on the one hand and the holder of Registrable Securities
      or underwriter, as the case may be, on the other from the distribution of the
      Registrable Securities or (ii) if the allocation provided by clause (i) above
      is
      not permitted by applicable law, in such proportion as is appropriate to reflect
      not only the relative benefits referred to in clause (i) above but also the
      relative fault of the Company on the one hand and of the holder of Registrable
      Securities or underwriter, as the case may be, on the other in connection with
      the statements or omissions which resulted in such expense, loss, damage or
      liability, as well as any other relevant equitable considerations. The relative
      benefits received by the Company on the one hand and the holder of Registrable
      Securities or underwriter, as the case may be, on the other in connection with
      the distribution of the Registrable Securities shall be deemed to be in the
      same
      proportion as the total net proceeds received by the Company from the initial
      sale of the Registrable Securities by the Company to the purchasers bear to
      the
      gain, if any, realized by all selling holders participating in such offering
      or
      the underwriting discounts and commissions received by the underwriter, as
      the
      case may be. The relative fault of the Company on the one hand and of the holder
      of Registrable Securities or underwriter, as the case may be, on the other
      shall
      be determined by reference to, among other things, whether the untrue or alleged
      untrue statement of a material fact or omission to state a material fact relates
      to information supplied by the Company, by the holder of Registrable Securities
      or by the underwriter and the parties' relative intent, knowledge, access to
      information supplied by the Company, by the holder of Registrable Securities
      or
      by the underwriter and the parties' relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement or omission,
      provided that the foregoing contribution agreement shall not inure to the
      benefit of any indemnified party if indemnification would be unavailable to
      such
      indemnified party by reason of the provisions contained herein, and in no event
      shall the obligation of any indemnifying party to contribute under this Section
      6.6 exceed the amount that such indemnifying party would have been obligated
      to
      pay by way of indemnification if the indemnification provided for hereunder
      had
      been available under the circumstances.






**REGISTRATION
            RIGHTS AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**
 **Page
          12 of
          17**





The
      Company and the holders of Registrable Securities agree that it would not be
      just and equitable if contribution pursuant to this Section 6.6 were determined
      by pro rata allocation (even if the holders of Registrable Securities and any
      underwriters were treated as one entity for such purpose) or by any other method
      of allocation that does not take account of the equitable considerations
      referred to in the immediately preceding paragraph. The amount paid or payable
      by an indemnified party as a result of the losses, claims, damages and
      liabilities referred to in the immediately preceding paragraph shall be deemed
      to include, subject to the limitations set forth herein, any legal or other
      expenses reasonably incurred by such indemnified party in connection with
      investigating or defending any such action or claim.





Notwithstanding
      the provisions of this Section 6.6, no holder of Registrable Securities or
      underwriter shall be required to contribute any amount in excess of the amount
      by which (i) in the case of any such holder, the net proceeds received by such
      holder from the sale of Registrable Securities or (ii) in the case of an
      underwriter, the total price at which the Registrable Securities purchased
      by it
      and distributed to the public were offered to the public exceeds, in any such
      case, the amount of any damages that such holder or underwriter has otherwise
      been required to pay by reason of such untrue or alleged untrue statement or
      omission. No Person guilty of fraudulent misrepresentation (within the meaning
      of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
      person who was not guilty of such fraudulent misrepresentation.





**ARTICLE
      VII**







**RULE
      144**







7.1 **Rule
      144** .
      The
      Company shall timely file the reports required to be filed by it under the
      1933
      Act and the 1934 Act (including but not limited to the reports under Sections
      13
      and 15(d) of the Exchange Act referred to in subparagraph (c) of Rule 144
      adopted by the SEC under the 1933 Act) and the rules and regulations adopted
      by
      the SEC thereunder (or, if the Company is not required to file such reports,
      will, upon the request of any holder of Registrable Securities, make publicly
      available other information) and will take such further action as any holder
      of
      Registrable Securities may reasonably request, all to the extent required from
      time to time to enable such holder to sell Registrable Securities without
      registration under the 1933 Act within the limitation of the exemptions provided
      by (a) Rule 144 under the 1933 Act, as such Rule may be amended from time to
      time, or (b) any similar rule or regulation hereafter adopted by the SEC. Upon
      the request of any holder of Registrable Securities, the Company will deliver
      to
      such holder a written statement as to whether it has complied with the
      requirements of this Section 7.1.






**REGISTRATION
            RIGHTS AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**
 **Page
          13 of
          17**





**ARTICLE
      VIII**







**MISCELLANEOUS**







8.1 **Amendments
      And Waivers** .
      This
      Agreement may be amended and the Company may take any action herein prohibited,
      or omit to perform any act herein required to be performed by it, only if the
      Company shall have obtained the written consent to such amendment, action or
      omission to act, of the holder or holders of the sum of the 51% or more of
      the
      shares of (i) Registrable Securities issued at such time, plus (ii) Registrable
      Securities issuable upon exercise or conversion of the Securities then
      constituting derivative securities (if such Securities were not fully exchanged
      or converted in full as of the date such consent if sought). Each holder of
      any
      Registrable Securities at the time or thereafter outstanding shall be bound
      by
      any consent authorized by this Section 8.1, whether or not such Registrable
      Securities shall have been marked to indicate such consent.





8.2 **Nominees
      For Beneficial Owners** .
      In the
      event that any Registrable Securities are held by a nominee for the beneficial
      owner thereof, the beneficial owner thereof may, at its election, be treated
      as
      the holder of such Registrable Securities for purposes of any request or other
      action by any holder or holders of Registrable Securities pursuant to this
      Agreement or any determination of any number of percentage of shares of
      Registrable Securities held by a holder or holders of Registrable Securities
      contemplated by this Agreement. If the beneficial owner of any Registrable
      Securities so elects, the Company may require assurances reasonably satisfactory
      to it of such owner's beneficial ownership or such Registrable
      Securities.





8.3 **Notices.** Except
      as
      otherwise provided in this Agreement, all notices, requests and other
      communications to any Person provided for hereunder shall be in writing and
      shall be given to such Person (a) in the case of a party hereto other than
      the
      Company, addressed to such party in the manner set forth in the Stock Purchase
      Agreement or at such other address as such party shall have furnished to the
      Company in writing, or (b) in the case of any other holder of Registrable
      Securities, at the address that such holder shall have furnished to the Company
      in writing, or, until any such other holder so furnishes to the Company an
      address, then to and at the address of the last holder of such Registrable
      Securities who has furnished an address to the Company, or (c) in the case
      of
      the Company, at the address set forth on the signature page hereto, to the
      attention of its President, or at such other address, or to the attention of
      such other officer, as the Company shall have furnished to each holder of
      Registrable Securities at the time outstanding. Each such notice, request or
      other communication shall be effective (i) if given by mail, 72 hours after
      such
      communication is deposited in the mail with first class postage
      prepaid, addressed as aforesaid or (ii) if given by any other means (including,
      without limitation, by fax or air courier), when delivered at the address
      specified above, provided that any such notice, request or communication shall
      not be effective until received.






**REGISTRATION
            RIGHTS AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**
 **Page
          14 of
          17**





8.4 **Assignment** .
      This
      Agreement shall be binding upon and inure to the benefit of and be enforceable
      by the parties hereto. In addition, and whether or not any express assignment
      shall have been made, the provisions of this Agreement which are for the benefit
      of the parties hereto other than the Company shall also be for the benefit
      of
      and enforceable by any subsequent holder of any Registrable Securities. Each
      of
      the Holders of the Registrable Securities agrees, by accepting any portion
      of
      the Registrable Securities after the date hereof, to the provisions of this
      Agreement including, without limitation, appointment of the Investors'
      Representative to act on behalf of such Holder pursuant to the terms hereof
      which such actions shall be made in the good faith discretion of the Investors'
      Representative and be binding on all persons for all purposes.





8.5 **Descriptive
      Headings** .
      The
      descriptive headings of the several sections and paragraphs of this Agreement
      are inserted for reference only and shall not limit or otherwise affect the
      meaning hereof.





8.6  **Governing
      Law** .
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Florida, without giving effect to applicable principles of
      conflicts of law.





8.7  **Jurisdiction** . This
      Agreement shall be exclusively governed by and construed in accordance with
      the
      laws of the State of Florida . If any action is brought among the parties with
      respect to this Agreement or otherwise, by way of a claim or counterclaim,
      the
      parties agree that in any such action, and on all issues, the parties
      irrevocably waive their right to a trial by jury. Exclusive jurisdiction and
      venue for any such action shall be the State Courts of Ohio. In the event suit
      or action is brought by any party under this Agreement to enforce any of its
      terms, or in any appeal therefrom, it is agreed that the prevailing party shall
      be entitled to reasonable attorneys fees to be fixed by the arbitrator, trial
      court, and/or appellate court.





8.8 **Entire
      Agreement** .
      This
      Agreement embodies the entire agreement and understanding between the Company
      and each other party hereto relating to the subject matter hereof and supercedes
      all prior agreements and understandings relating to such subject
      matter.





8.9 **Severability** .
      If any
      provision of this Agreement, or the application of such provisions to any Person
      or circumstance, shall be held invalid, the remainder of this Agreement, or
      the
      application of such provision to Persons or circumstances other than those
      to
      which it is held invalid, shall not be affected thereby.





8.10  **Binding
      Effect** .
      All the
      terms and provisions of this Agreement whether so expressed or not, shall be
      binding upon, inure to the benefit of, and be enforceable by the parties and
      their respective administrators, executors, legal representatives, heirs,
      successors and assignees.








**REGISTRATION
            RIGHTS AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**
 **Page
          15 of
          17**





8.11  **Preparation
      of Agreement** .
      This
      Agreement shall not be construed more strongly against any party regardless
      of
      who is responsible for its preparation. The parties acknowledge each contributed
      and is equally responsible for its preparation.





8.12  **Failure
      or Indulgence Not Waiver; Remedies Cumulative** .
      No
      failure or delay on the part of any party hereto in the exercise of any right
      hereunder shall impair such right or be construed to be a waiver of, or
      acquiescence in, any breach of any representation, warranty, covenant or
      agreement herein, nor shall nay single or partial exercise of any such right
      preclude other or further exercise thereof or of any other right. All rights
      and
      remedies existing under this Agreement are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available.





8.13  **Counterparts** .
      This
      Agreement may be executed in one or more counterparts, and by the different
      parties hereto in separate counterparts, each of which when executed shall
      be
      deemed to be an original, but all of which taken together shall constitute
      one
      and the same agreement. A facsimile transmission of this signed Agreement shall
      be legal and binding on all parties hereto.




**[SIGNATURES
      ON FOLLOWING PAGE]**





**REGISTRATION
              RIGHTS AGREEMENT BETWEEN**
 **WindsorTech,
              Inc. . AND CERTAIN INVESTORS**
 **Page
            16 of
            17**





**IN
      WITNESS WHEREOF** ,
      the
      Investors and the Company have as of the date first written above executed
      this
      Agreement.





**WindsorTech,
      Inc.**





______________________





By:
      ___________________


Title:__________________




**INVESTORS**





_____________________________Print
                  Name:
              Print
                  Name:Entity
                (if
                  appropriate):____________
              Entity(if
                  appropriate):__________________________________________
              ______________________________Title:
                  (if appropriate):____________
              Title:
                  (if appropriate):_________________________________________
              ______________________________Print
                  Name:
              Print
                  Name:Entity
                (if
                  appropriate):____________
              Entity(if
                  appropriate):__________________________________________
              ______________________________Title:
                  (if appropriate):____________
              Title:
                  (if appropriate):____________




**REGISTRATION
        RIGHTS AGREEMENT BETWEEN**
 **WindsorTech,
        Inc. . AND CERTAIN INVESTORS**


Page
      17 of 17


**ADDENDUM
      TO REGISTRATION RIGHTS AGREEMENT**





THIS
      ADDENDUM TO REGISTRATION RIGHTS AGREEMENT (the " **Agreement** ")
      is
      made and entered into as of the_______ day
      of
      June, 2004 by and among **WindsorTech, Inc, .,** a
      corporation organized and existing under the laws of the State of Delaware
      (“WindsorTech” or the “ **Company** ”),
      and
      certain investors, (hereinafter referred to collectively as “ **Investor** ”
or
      “ **Investors** ”)
      as
      listed on Attachment
      A herein
      (each agreement with an Investor being deemed a separate and independent
      agreement between the Company and such Investor). Unless defined otherwise,
      capitalized terms herein shall have the identical meaning as in the Stock
      Purchase Agreement.







**WHEREAS** ,
      the
      parties desire to modify certain provisions of the Registration Rights Agreement
      made between them as of May 18, 2004;





**NOW,
      THEREFORE** ,
      in
      consideration of the premises and of the mutual covenants and agreements, and
      subject to the terms and conditions herein contained, the parties hereto hereby
      agree as follows:







1.
            Paragraph
                2.8 of the Registration Rights Agreement dated as of May 18,2004
                shall be
                amended as follows:




**Liquidated
      Damages** .
      If,
      after five (5) months from the date hereof, in the event the Company does not
      register the Registrable Securities pursuant to the requirements of Section
      2.2
      herein, or if the Registration Statement filed pursuant to Section 2.2 herein
      is
      not declared effective, or if the Registrable Securities are not registered
      pursuant to an effective Registration Statement and such Registration Statement
      or other Registration Statement including the Registrable Securities is not
      effective in the period from five months from the date hereof through two years
      following the date hereof, the Company shall, for each such day, pay the
      Purchaser, as liquidated damages and not as a penalty, an amount equal to  30%  of
      the
      Purchase Price per annum; and for any such day, such payment shall be made
      no
      later than the first business day of the calendar month next succeeding the
      month in which such day occurs. In addition, if the Company has not filed a
      registration statement within the thirty day period after closing as specified
      in 2.2, the Company shall, for each such day after thirty days from closing
      and
      until the filing of a registration statement, pay the Purchaser, as liquidated
      damages and not as a penalty, an amount equal to thirty percent (30%)of the
      Purchase Price per annum; and for any such day, such payment shall be made
      no
      later than the first business day of the calendar month next succeeding the
      month in which such day occurs.




The
      parties agree that the only damages payable for a violation of the terms of
      this
      Agreement with respect to which liquidated damages are expressly provided shall
      be such liquidated damages. Nothing shall preclude the Purchaser from pursuing
      or obtaining specific performance or other equitable relief with respect to
      this
      Agreement. The parties hereto agree that the liquidated damages provided for
      in
      this Section 2.8 constitute a reasonable estimate of the damages that may be
      incurred by the Purchaser by reason of the failure of the Registration Statement
      to be filed or declared effective in accordance with the provisions
      hereof.




**REGISTRATION
        RIGHTS AGREEMENT BETWEEN**
 **WindsorTech,
        Inc. . AND CERTAIN INVESTORS**
 **PAGE 1** **OF
        2**







The
      obligation of the Company terminates when the holder of shares of Registrable
      Securities no longer holds more than twenty percent (20%) of their shares of
      Registrable Securities.





The
      penalties of this provision shall not be cumulative with those of the Stock
      Purchase Agreement of even date herewith. Purchaser shall be entitled to the
      highest applicable penalty, but, in no event, permitted to obtain cumulative
      penalties.





2.  **Counterparts** .
      This
      Addendum may be executed in one or more counterparts, and by the different
      parties hereto in separate counterparts, each of which when executed shall
      be
      deemed to be an original, but all of which taken together shall constitute
      one
      and the same agreement. A facsimile transmission of this signed Agreement shall
      be legal and binding on all parties hereto and shall serve as an original.





3.  Unless
      otherwise modified by the terms and conditions of this Addendum to Registration
      Rights Agreement, the Registration Rights Agreement shall remain in full force
      and effect.








**IN
      WITNESS WHEREOF** ,
      the
      Investors and the Company have as of the date first written above executed
      this
      Agreement.





**WindsorTech,
      Inc.**





______________________





By:
      ___________________


Title:__________________







**Investor**





________________________________


**REGISTRATION
        RIGHTS AGREEMENT BETWEEN**
 **WindsorTech,
        Inc. . AND CERTAIN INVESTORS**
 **PAGE
        2** **OF
        2**