EXHIBIT 10.11
                                                                   -------------

                       SECOND AMENDMENT TO LOAN AGREEMENT

         This Second  Amendment to Loan Agreement  ("Agreement") is entered into
by and among Marc Sherman ("Sherman"), Edward L. Cummings ("Cummings"), David A.
Loppert ("Loppert"), Carl C. Saracino ("Saracino"), Michael P. Sheerr ("Sheerr")
and WindsorTech,  Inc., a Delaware  corporation  (the  "Company"),  on and as of
February 28, 2003. Sherman, Cummings, Loppert, Saracino and Sheerr are sometimes
hereinafter  referred to,  individually,  as a  "Shareholder"  or "Lender"  and,
collectively, as the "Shareholders" or "Lenders".

         WHEREAS, Sherman, Cummings,  Loppert, Saracino and Sheerr severally own
an  aggregate  of  11,500,000  shares of the capital  stock of the Company  (the
"Shares"), representing approximately 77% of all outstanding Shares;

         WHEREAS,  on and as of  April  24,  2002  Sherman,  Cummings,  Loppert,
Saracino and Sheerr each  severally  agreed to lend  $110,000.00 to the Company,
(individually,  a "Loan" and  collectively,  the  "Loans"),  for an aggregate of
$550,000.00; and

         WHEREAS, by Amendment to Loan Agreement dated as of September 30, 2002,
the Lenders extended the maturity date of the Loans to January 31, 2004; and

         WHEREAS, the parties hereto wish to further extend the maturity date of
$100,000.00  of each Loan  ($500,000.00  of the Loans in the  aggregate)  on the
terms and conditions hereafter set forth.

         NOW,  THEREFORE,  the parties  hereto,  intending  to be legally  bound
hereby, hereby agree as follows:

         1. Except as set forth  below,  the Loan  Agreement  dated on and as of
April 24, 2002, and all attachments and exhibits thereto shall remain as written
and continue in full force and effect.

         2. The Loans are  evidenced by the  Company's  Promissory  Notes in the
form  attached to the Loan  Agreement  as Exhibits  A-1,  A-2,  A-3, A-4 and A-5
(individually, a "Note" and collectively, the "Notes"). The Company's obligation
to repay the Loans have been secured by the grant of a security  interest in all
of the Company's assets pursuant to the Security  Agreement in the form attached
to the Loan  Agreement  as Exhibit B (the  "Security  Agreement").  The  Lenders
agreed to allocate  the  collateral  covered by the Security  Agreement  amongst
themselves in accordance with the Intercreditor  Agreement  attached to the Loan
Agreement as Exhibit C (the "Intercreditor Agreement").


         3. Anything herein or in any of the Notes or the Security  Agreement to
the contrary notwithstanding, each Lender hereby irrevocably and unconditionally
agrees to extend the  Maturity  Date of the Note (as defined in the Note) on One
Hundred Thousand Dollars and no/100 cents  ($100,000.00) of the principal amount
of each Note to January 31, 2005, at which time the then  outstanding  principal
amount of the Notes, together will all accrued and unpaid interest thereon, will
then be due and payable.

         4. This  Agreement  shall be binding upon, and inure to the benefit of,
the parties hereto and their respective heirs, successors and assigns.




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         5. This  Agreement  may be entered into in any number of  counterparts,
each of which shall be deemed to be an original.

         6. This Agreement shall be governed by and construed in accordance with
the laws of the State of New Jersey.

         7. This Agreement  constitutes the full and complete  expression of the
agreement  and  understanding  of the  parties  hereto  with the  respect to the
subject matter hereof.

         IN WITNESS  WHEREOF,  the undersigned  have executed and delivered this
Agreement on and as of the date first above written.


[CORPORATE SEAL]                             WINDSORTECH, INC.
ATTEST:

         /s/ David A. Loppert                By       /s/ Marc Sherman
         -------------------------                 -----------------------------
         Secretary                                    President

WITNESS:

         /s/ David A. Loppert                         /s/ Marc Sherman
         -------------------------                 -----------------------------
                                                      Marc Sherman
WITNESS:

         /s/ Genny Vargas                             /s/ Edward L. Cummings
         -------------------------                 -----------------------------
                                                      Edward L. Cummings
WITNESS:

         /s/ Marc Sherman                             /s/ David A. Loppert
         -------------------------                 -----------------------------
                                                      David A. Loppert
WITNESS:

         /s/ Genny Vargas                             /s/ Carl C. Saracino
         -------------------------                 -----------------------------
WITNESS:                                              Carl C. Saracino


         /s/ Genny Vargas                             /s/ Michael P. Sheerr
         -------------------------                 -----------------------------
WITNESS                                               Michael P. Sheerr





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