Exhibit
      4.2


**STOCK
      PURCHASE AGREEMENT**





**BETWEEN**





**WindsorTech,
      Inc., a Delaware Corporation**


**AND**





**CERTAIN
      INVESTORS**


**(AS
      LISTED ON SCHEDULE A)**





**DATED**





**May
      18, 2004**





**STOCK
      PURCHASE AGREEMENT**








This
      STOCK PURCHASE AGREEMENT (the " **Agreement** ")
      is
      made and entered into as of the 18th 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
      listed on Schedule
      A herein
      (each agreement with an Investor being deemed a separate and independent
      agreement between the Company and such Investor).




**PRELIMINARY
      STATEMENT** **:**










**WHEREAS** ,
      the
      Investors wish to purchase, upon the terms and subject to the conditions of
      this
      Agreement of Three Million, Six Hundred Thousand Dollars ($3,600,000.00) of
      the
      Common Stock of the Company with the right, upon the purchase of each share
      of
      Common Stock, to receive one (1) common stock purchase warrant in accordance
      with the terms hereof (each share of Common Stock and corresponding stock
      purchase warrant are referred to herein as a “ **Unit** ”);
      and




**WHEREAS** ,
      the
      parties intend to memorialize the purchase and sale of such Units;





**NOW,
      THEREFORE** ,
      in
      consideration of the mutual covenants and premises contained herein, and for
      other good and valuable consideration, the receipt and adequacy of which are
      hereby conclusively acknowledged, the parties hereto, intending to be legally
      bound, agree as follows




**ARTICLE
      I**







**INCORPORATION
      BY REFERENCE, SUPERSEDER AND DEFINITIONS**




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, to the extent that it is inconsistent with any other instrument
      or
      understanding among the parties, shall supersede such instrument or
      understanding to the fullest extent permitted by law. A copy of this Agreement
      shall be filed at the Company’s principal office.








**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**
 **Page
          1 of 26**




1.3  Certain
      Definitions .
      For
      purposes of this Agreement, the following capitalized terms shall have the
      following meanings (all capitalized terms used in this Agreement that are not
      defined in this Article 1 shall have the meanings set forth elsewhere in this
      Agreement):




1.3.1  “ **1933
      Act** ”
means
      the Securities Act of 1933, as amended.





1.3.2  “ **1934
      Act** ”
means
      the Securities Exchange Act of 1934, as amended.





1.3.3 **“** **Affiliate** **”** means
      that definition as disclosed in the 1933 Act and/or 1934 Act and shall also
      mean
      a Person or Persons directly or indirectly, through one or more intermediaries,
      controlling, controlled by or under common control with the Person(s) in
      question. The term “control,” as used in the immediately preceding sentence,
      means, with respect to a Person that is a corporation, the right to the
      exercise, directly or indirectly, of more than 50 percent of the voting rights
      attributable to the shares of such controlled corporation and, with respect
      to a
      Person that is not a corporation, the possession, directly or indirectly, of
      the
      power to direct or cause the direction of the management or policies of such
      controlled Person.





1.3.4
      “ **Articles** ” .
      The
      Articles of Organization of the Company, as the same may be amended from time
      to
      time.




1.3. 5
      “ **Closing
      Date** ”
means
      the earlier of  May
      18, 2004 or upon
      all of the conditions of Article VIII and Article IX herein are satisfied,
      unless extended by mutual consent by the Company and the Investors on or before
      May 28, 2004.




1.3.6
      “ **Common
      Stock** ”
means
      the shares of common stock of WindsorTech, Inc., a Delaware Corporation , par
      value $0.001 per share.




1.3.7
      " **Effective
      Date** "
      shall
      mean the date the Registration Statement of the Company covering the Shares
      being subscribed for hereby is declared effective.




1.3.8
      "**Material
      Adverse Effect**"
      shall
      mean any adverse effect on the business, operations, properties or financial
      condition of the Company that is material and adverse to the Company and its
      subsidiaries and affiliates, taken as a whole and/or any condition,
      circumstance, or situation that would prohibit or otherwise materially interfere
      with the ability of the Company to perform any of its material obligations
      under
      this Agreement or the Registration Rights Agreement or to perform its
      obligations under any other material agreement.




1.3.10 **“** **Person** **”** means an
      individual, partnership, firm, limited liability company, trust, joint venture,
      association, corporation, or any other legal entity.




1.3.11
            “**Purchase
                Price**”
                means the purchase price for the
                Units.






**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**




**1.3.12**  **Registration
      Rights Agreement** "
      shall
      mean the registration rights agreement between the Investors and the Company
      attached hereto as Exhibit
      B .




1.3.13  " **Registration
      Statement** "
      shall
      mean the registration statement under the 1933 Act to be filed with the
      Securities and Exchange Commission for the registration of the Shares pursuant
      to the Registration Rights Agreement attached hereto as Exhibit
      B .




1.3.14  “ **SEC** ”
means
      the Securities and Exchange Commission.




1.3.15  " **SEC
      Documents** "
      shall
      mean the Company's latest Form 10-K or 10-KSB as of the time in question, all
      Forms 10-Q or 10-QSB and 8-K filed thereafter, and the Proxy Statement for
      its
      latest fiscal year as of the time in question until such time as the Company
      no
      longer has an obligation to maintain the effectiveness of a Registration
      Statement as set forth in the Registration Rights Agreement.




1.3.16  " **Shares** "
      shall
      mean, collectively, the shares of Common Stock of the Company being subscribed
      for hereunder and those shares of Common Stock issuable to the Investor upon
      exercise of the Warrants.




1.3.17  “ **Units** ”
shall
      mean the Common Stock and the Warrants collectively.




1.3.18  “ **Warrants** ”
shall
      mean the Common Stock purchase warrants in the form attached hereto Exhibit
      A.









**ARTICLE
      II**





**SALE
      AND PURCHASE OF WINDSORTECH’S UNITS**


**AND
      PURCHASE PRICE**





**2.1**  **Sale
        of WindsorTech Units**  Upon
        the
        terms and subject to the conditions set forth herein, and in accordance with
        applicable law, the Company agrees to sell, and the Investors, severally
        and not
        jointly, agree to purchase the following Units with an aggregate principal
        amount of a minimum of Three Million, Six Hundred Thousand Dollars
        ($3,600,000.00) in accordance with the commitments set forth on Schedule
        A attached
        hereto, at the Purchase Price on the Closing Date, each Unit consisting
        of:
 
 2.1.1  **Common
        Stock** Upon
        execution and delivery of this Agreement and the Company’s receipt of the
        Purchase Price (as described herein), each Investor shall receive shares
        of
        Common Stock of the Company at a value of sixty cents ($.60) per share. The
        Company shall register those shares of Common Stock pursuant to the terms
        and
        conditions of a Registration Rights Agreement attached hereto as Exhibit
        B .
        The
        Registration Rights Agreement shall include, but not be limited to, such
        terms
        and conditions as the immediate registration of the shares of Common Stock
        sold
        hereunder, one demand right if all the shares of Common Stock sold hereunder
        are
        not registered or the Registration Statement is subsequently not effective,
        unlimited “piggy back” registration rights, and liquidated damages to the
        Investor of thirty percent (30%)of the Purchase Price per annum payable on
        a
        monthly basis if the shares of Common Stock are not registered pursuant to
        an
        effective Registration Statement within five months of the Closing Date or
        if
        the shares of Common Stock are registered pursuant to an effective Registration
        Statement and such Registration Statement or other Registration Statement
        including the shares of Common Stock is not effective in the period from
        five
        months following the Closing Date through two years following the Closing
        Date,
        except that the obligation of the Company terminates when the Investor no
        longer
        holds more than twenty percent (20%) of their shares of Common Stock as acquired
        herein.


**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**





2.1.2  **Warrants** Upon
      execution and delivery of this Agreement and the Company’s receipt of the
      Purchase Price (as described herein), each Investor shall receive one Warrant
      for each share of Common Stock purchased. The Warrants, the form of which are
      attached hereto as Composite Exhibit
      A shall
      include, but not be limited to, such terms and conditions as a exercise price
      of
      $1.50 per share for up to 3,000,000 shares of Common Stock, and $3.60 for up
      to
      3,000,000 shares of Common Stock per share, all share as more particularly
      set
      forth in the Warrants with an expiration date of five (5) years from the date
      of
      issuance





2.2  **Purchase
      Price** **.** The
      purchase price to be paid by each Investor on the Closing Date shall be as
      defined section 1.3.5 ($.60) sixty cents per share, as the case may be, in
      accordance with on **Schedule
      A** attached
      hereto, and shall be payable in United States Dollars. Payment to the Company
      of
      the Purchase Price shall be made at the Closing Date by wire transfer of funds
      to the account specified by the Company and provided to the Investor.




2.3  **Escrow** .
      The
      funds received by Gibraltar Bank (the “Escrow Agent”) in accordance with Section
      2.2 of this Agreement shall be held in escrow pursuant to the terms and
      conditions of this Section 2.3 of the Agreement. The funds shall be held in
      a
      non-interest bearing account. The Escrow Agent shall disburse the funds to
      the
      Company, or as the Company shall in writing direct, upon receipt of written
      confirmation to Escrow Agent from WindsorTech and Barron Partners, LP pursuant
      to the Escrow Agreement of even date herewith, that all closing contingencies
      have been met. If the closing of such transaction has not taken place by the
      closing date as defined in this Agreement, or the closing date as extended
      as
      defined in this Agreement, the Escrow Agent shall return such funds to the
      Investors immediately and shall return all executed documents to the Company.
      The Investors and the Company, jointly and severally, agree to indemnify Escrow
      Agent for, and to hold it harmless against, any loss, liability, damage or
      expense incurred by Escrow Agent arising out of, or in connection with, this
      Agreement, any litigation arising in connection with this Agreement or any
      transaction related in any way hereto, including but not limited to attorneys'
      fees incurred by Escrow Agent in the event of any question as to the provisions
      hereof or its duties hereunder, and other costs and expenses incurred by Escrow
      Agent in fulfilling its duties and responsibilities hereunder, or incurred
      by
      Escrow Agent defending itself against any claim of liability (other than, in
      all
      such cases, for Escrow Agent’s willful misconduct or gross negligence). Escrow
      Agent shall have no duties arising from this Agreement except those expressly
      set forth in this Section 2.3 and it shall not be bound by any notice of claim
      or demand, or any waiver, modification or amendment unless it shall have given
      its prior written consent thereto.






**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**




**ARTICLE
      II**




**CLOSING
      DATE AND DELIVERIES AT CLOSING**





3.1  **Closing
      Date**  The
      closing of the transactions contemplated by this Agreement (the “ **Closing** ”),
      unless expressly determined herein, shall be held at the offices of the Company,
      at at 10:00 a.m.. local time, on the Closing Date or on such other date and
      at
      such other place as may be mutually agreed by the parties, including closing
      by
      facsimile with originals to follow.





3.2  **Deliveries
      by the Company** **.** In
      addition to and without limiting any other provision of this Agreement, the
      Company agrees to deliver, or cause to be delivered, to the Investors, the
      following:





(a)
            Within
                seven (7) business days of the closing, Certificates representing
                WindsorTech Shares, which certificates shall be duly endorsed to
                the
                Investor(s);


(b)
            At
                or prior to Closing, an executed
                Agreement;


(c)
            At
                or prior to Closing, executed Warrants in the name of the Investor(s)
                in
                the form attached hereto asExhibit
                A;


(d)
            At
                or prior to Closing, an executed Registration Rights Agreement between
                the
                Investor(s) and the Company in the form attached hereto asExhibit
                B;


(e)
            At
                or prior to Closing, confirmation that the provisions of Paragraph
                6.6
                herein have been satisfied or commenced, as appropriate;
                and


(f)
            Such
                other documents or certificates as shall be reasonably requested
                by the
                each Investor or its counsel.


(g)
            Completion
                of the acquisition by WindsorTech, Inc. of QualTech International,
                Inc.
                and QualTech Services Group, Inc., which closing shall occur concurrently
                with this closing; it being understood that the proceeds of this
                closing
                will be used, in part, to fund the QualTech closings.








**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**




3.3  **Deliveries
      by Investor.** In
      addition to and without limiting any other provision of this Agreement, each
      Investor agrees to deliver, or cause to be delivered, to the Company, as
      appropriate, the following:





(a)
            At
                or prior to Closing, the Purchase
                Price;


(b)
            At
                or prior to Closing, an executed
                Agreement;


(c)
            At
                or prior to Closing, an executed Registration Rights Agreement between
                each Investor and the Company in the form attached hereto asExhibit
                B;
                and


(d)
            Such
                other documents or certificates as shall be reasonably requested
                by the
                Company or his counsel.





In
      the
      event any document provided to the other party in Paragraphs 3.2 and 3.3 herein
      are provided by facsimile, the party shall forward an original document to
      the
      other party within seven (7) business days. . The Investors by majority of
      dollar amount invested may waive any of the Company’s conditions of
      closing.








3.4  **Further
      Assurances** .
      The
      Company and each Investor shall, upon request, on or after the Closing Date,
      cooperate with each other (specifically, the Company shall cooperate with each
      Investor, and each Investor shall cooperate with the Company, and no Investor
      is
      required to cooperate with any other Investor) by furnishing any additional
      information, executing and delivering any additional documents and/or other
      instruments and doing any and all such things as may be reasonably required
      by
      the parties or their counsel to consummate or otherwise implement the
      transactions contemplated by this Agreement




**ARTICLE
      IV**





**REPRESENTATIONS
      AND WARRANTIES OF WINDSORTECH**





WindsorTech
      represents and warrants to the Investor(s) (which warranties and representations
      shall survive the Closing regardless of what examinations, inspections, audits
      and other investigations the Purchaser has heretofore made or may hereinafter
      make with respect to such warranties and representations) as follows:





4.1  **Organization
      and Qualification** .
      WindsorTech is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Delaware , and has the requisite
      corporate power and authority to own, lease and operate its properties and
      to
      carry on its business as it is now being conducted and is duly qualified to
      do
      business in any other jurisdiction by virtue of the nature of the businesses
      conducted by it or the ownership or leasing of its properties, except where
      the
      failure to be so qualified will not, when taken together with all other such
      failures, have a Material Adverse Effect on the business, operations,
      properties, assets, financial condition or results of operation of WindsorTech
      and its subsidiaries taken as a whole.






**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**





**4.2**
            **Articles
                of Incorporation and By-Laws**.
                The complete and correct copies of WindsorTech’s Articles of Incorporation
                and By-Laws, as amended or restated to date which have been filed
                with the
                Securities and Exchange Commission as of the Closing Date. The Company
                will be, prior to closing clarifying its By-laws to eliminate the
                possibility of claims that it has or which may relate to staggered
                terms
                or its board of directors and to eliminate language relating to staggering
                terms for its directors. Except for these issues, said Articles of
                Incorporation and By-laws are complete and
                correct.





4.3
            **Capitalization****.**





4.3.1
      The
      authorized and outstanding capital stock of WindsorTech is set forth in
      WindsorTech’s Annual Report on Form 10-KSB, filed on March 29, 2004 with the
      Securities and Exchange Commission and updated on all subsequent SEC Documents.
      All shares of capital stock have been duly authorized and are validly issued,
      and are fully paid and no assessable, and free of preemptive
      rights.





4.3.2
      Except pursuant to this Agreement, and as set forth in WidsorTech ’s Annual
      Report on Form 10-KSB, filed on March 29, 2004 with the SEC, as of the date
      hereof and as of the Closing Date, there are not now outstanding options,
      warrants, rights to subscribe for, calls or commitments of any character
      whatsoever relating to, or securities or rights convertible into or exchangeable
      for, shares of any class of capital stock of WindsorTech , or agreements,
      understandings or arrangements to which WindsorTech is a party, or by which
      WindsorTech is or may be bound, to issue additional shares of its capital stock
      or options, warrants, scrip or rights to subscribe for, calls or commitment
      of
      any character whatsoever relating to, or securities or rights convertible into
      or exchangeable for, any shares of any class of its capital stock. The Company
      agrees to inform the Investors in writing of any additional warrants granted
      prior to the Closing Date.








4.3.3
      The
      Company on the Closing Date (i) will have full right, power, and authority
      to
      sell, assign, transfer, and deliver, by reason of record and beneficial
      ownership, to each Investor, WindsorTech Shares hereunder, free and clear of
      all
      liens, charges, claims, options, pledges, restrictions, and encumbrances
      whatsoever; and (ii) upon delivery of and payment by each Investor of the
      Purchase Price to the Company, such Investor will acquire good and marketable
      title to such Company Stock, free and clear of all liens, charges, claims,
      options, pledges, restrictions, and encumbrances whatsoever.





4.4  **Authority** .
      WindsortTech has all requisite corporate power and authority to execute and
      deliver this Agreement, to perform its obligations hereunder and to consummate
      the transactions








**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**




contemplated
      hereby. The execution and delivery of this Agreement by WindsorTech and the
      consummation of the transactions contemplated hereby have been duly authorized
      by all necessary corporate action and no other corporate proceedings on the
      part
      of WindsorTech is necessary to authorize this Agreement or to consummate the
      transactions contemplated hereby except as disclosed in this Agreement. This
      Agreement has been duly executed and delivered by WindsorTech and constitutes
      the legal, valid and binding obligation of WindsorTech , enforceable against
      WindsorTech in accordance with its terms, except as may be limited by
      bankruptcy, insolvency, reorganization, moratorium, or other similar laws
      affecting the enforcement of creditors' rights generally and general principles
      of equity.





4.5  **No
      Conflict; Required Filings and Consents** .  The
      execution and delivery of this Agreement by WindsorTech does not, and the
      performance by WindsorTech of their respective obligations hereunder will not:
      (i) conflict with or violate the Articles or By-Laws of WindsorTech ; (ii)
      conflict with, breach or violate any federal, state, foreign or local law,
      statute, ordinance, rule, regulation, order, judgment or decree (collectively,
      " **Laws** ")
      in
      effect as of the date of this Agreement and applicable to WindsorTech ; or
      (iii)
      result in any breach of, constitute a default (or an event that with notice
      or
      lapse of time or both would become a default) under, give to any other entity
      any right of termination, amendment, acceleration or cancellation of, require
      payment under, or result in the creation of a lien or encumbrance on any of
      the
      properties or assets of WindsorTech pursuant to, any note, bond, mortgage,
      indenture, contract, agreement, lease, license, permit, franchise or other
      instrument or obligation to which WindsorTech is a party or by WindsorTech
      or
      any of its properties or assets is bound. Excluding from the foregoing are
      such
      violations, conflicts, breaches, defaults, terminations, accelerations,
      creations of liens, or incumbency that would not, in the aggregate, have a
      Material Adverse Effect.





4.6  **Report
      and Financial Statements** .
      WindsorTech ’s Annual Report on Form 10-KSB, filed on March 29, 2004 with the
      Securities and Exchange Commission contains the audited financial statements
      of
      WindsorTech as of December 31, 2003 (the “ **Financial
      Statements** ”).
      Each
      of the balance sheets contained in or incorporated by reference into any such
      Financial Statements (including the related notes and schedules thereto) fairly
      presented the financial position of WindsorTech as of its date, and each of
      the
      statements of income and changes in stockholders’ equity and cash flows or
      equivalent statements in such Financial Statements (including any related notes
      and schedules thereto) fairly presents and will fairly present the results
      of
      operations, changes in stockholders’ equity and changes in cash flows, as the
      case may be, of WindsorTech for the periods to which they relate, in each case
      in accordance with United States generally accepted accounting principles
      (“ **U.S.
      GAAP** ”)
      consistently applied during the periods involved, except in each case as may
      be
      noted therein, subject to normal year-end audit adjustments in the case of
      unaudited statements. The books and records of WindsorTech have been, and are
      being, maintained in all material respects in accordance with U.S. GAAP and
      any
      other applicable legal and accounting requirements and reflect only actual
      transaction.






**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**




4.7  **Compliance
      with Applicable Laws** .
      WindsorTech is not in violation of, or, to the knowledge of WindsorTech is
      under
      investigation with respect to or has been given notice or has been charged
      with
      the violation of any Law of a governmental agency, except for violations which
      individually or in the aggregate do not have a Material Adverse Effect.





4.8  **Brokers** .
      Except
      for S Partners, LLC, no broker, finder or investment banker is entitled to
      any
      brokerage, finder's or other fee or Commission in connection with the
      transactions contemplated by this Agreement based upon arrangements made by
      or
      on behalf of WindsorTech





4.9  **SEC
      Documents** .
      WindsorTech acknowledges that WindsorTech is a publicly held company and has
      made available to the Investors true and complete copies of any requested SEC
      Documents. The Company has registered its Common Stock pursuant to Section
      12 of
      the 1934 Act, and the Common Stock is listed and traded on the OTC Bulletin
      Board Market of the National Association of Securities Dealers, Inc. The Company
      has received no notice, either oral or written, with respect to the continued
      eligibility of the Common Stock for such listing, and the Company has maintained
      all requirements for the continuation of such listing. The Company has not
      provided to the Investors any information that, according to applicable law,
      rule or regulation, should have been disclosed publicly prior to the date hereof
      by the Company, but which has not been so disclosed. As of their respective
      dates, the SEC Documents complied in all material respects with the requirements
      of the 1934 Act, and rules and regulations of the SEC promulgated thereunder
      and
      the SEC Documents did not contain any untrue statement of a material fact or
      omit to state 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 that the Investor has received from the Company
      reports with the Securities and Exchange Commission and with the NASD.




4.10  **Litigation** .
      To the
      knowledge of WindsorTech no litigation, claim, or other proceeding before any
      court or governmental agency is pending or threatened against WindsorTech
      except: On April 20, 2004, David Loppert, a former employee and Director of
      the
      Company initiated suit against the Company seeking a determination as to his
      status as a Director and seeking to review certain Company records. The Company
      believes it acted properly in Mr. Loppert’s removal. A vast majority of the
      Documents sought by Mr. Loppert were in his exclusive possession until
      early2004. Further, the Company has on multiple occasions advised Mr. Loppert
      that when a proper request (i.e. in the form as required by Delaware statutes)
      was received, the Company would make documents available to Mr. Loppert. Despite
      repeated correspondence to this effect, Mr. Loppert failed or refused to do
      so.
      The Company does not know why Mr. Loppert is seeking review of the
      documents.  The
      Company will vigorously defend the claims of Mr. Loppert and does not believe
      the suit will have a material adverse impact on the Company.





4.11  **Exemption
      from Registration.** Subject
      to the accuracy of the Investors' representations in Article V, except as
      required pursuant to the Registration Rights Agreement, the sale of the Units
      will not require registration under the 1933 Act and/or any applicable state
      securities law. When validly converted in accordance with the terms of the
      Warrants, the Shares underlying the Warrants will be duly and validly issued,
      fully paid, and non-assessable. The Company is issuing the Units in accordance
      with and in reliance upon the exemption from securities registration afforded,
      inter alia, by Rule 506 under Regulation D as promulgated by the SEC under
      the
      1933, and/or Section 4(2) of the 1933 Act.









**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**





4.12  **No
      General Solicitation or Advertising in Regard to this
      Transaction** .
      Neither
      the Company nor any of its Affiliates nor, to the knowledge of the Company,
      any
      Person acting on its or their behalf (i) has conducted or will conduct any
      general solicitation (as that term is used in Rule 502(c) of Regulation
      D  as
      promulgated by the SEC under the 1933 Act) or general advertising with respect
      to the sale of the Units, or (ii) made any offers or sales of any security
      or
      solicited any offers to buy any security under any circumstances that would
      require registration of the Units, under the 1933 Act, except as required
      herein.





4.13  **No
      Material Adverse Change** .
      Since
      December 31, 2003 , no Material Adverse Effect has occurred or exists with
      respect to the Company that has not been disclosed in the SEC Documents. No
      material supplier has given notice, oral or written, that it intends to cease
      or
      reduce the volume of its business with the Company from historical levels.
      Since
      December 31, 2003 , no event or circumstance has occurred or exists with respect
      to the Company or its businesses, properties, prospects, operations or financial
      condition, that, under any applicable law, rule or regulation, requires public
      disclosure or announcement prior to the date hereof by the Company but which
      has
      not been so publicly announced or disclosed in writing to the
      Investors.





4.14  **Material
      Non-Public Information** .
      The
      Company has not disclosed to the Investors any material non-public information
      that (i) if disclosed, would reasonably be expected to have a material effect
      on
      the price of the Common Stock or (ii) according to applicable law, rule or
      regulation, should have been disclosed publicly by the Company prior to the
      date
      hereof but which has not been so disclosed.





4.15 **Internal
      Controls And Procedures** .
      The
      Company maintains books and records and internal accounting controls which
      provide reasonable assurance that (i) all transactions to which the Company
      or
      any subsidiary is a party or by which its properties are bound are executed
      with
      management's authorization; (ii) the recorded accounting of the Company's
      consolidated assets is compared with existing assets at regular intervals;
      (iii)
      access to the Company's consolidated assets is permitted only in accordance
      with
      management's authorization; and (iv) all transactions to which the Company
      or
      any subsidiary is a party or by which its properties are bound are recorded
      as
      necessary to permit preparation of the financial statements of the Company
      in
      accordance with U.S. generally accepted accounting principles.





4.16  **Full
      Disclosure** .
      No
      representation or warranty made by WindsorTech in this Agreement and no
      certificate or document furnished or to be furnished to the Purchaser pursuant
      to this Agreement contains or will contain any untrue statement of a material
      fact, or omits or will omit to state a material fact necessary to make the
      statements contained herein or therein not misleading.











**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**




**ARTICLE
      V**




**REPRESENTATIONS
      AND WARRANTIES OF THE INVESTORS**




Each
      Investor, severally and not jointly, as to himself or itself and not as to
      any
      other Investor, represents and warrants to the Company with the Company
      that:





5.1  **Organization
      and Standing of the Investor.** Where
      the Investor is a corporation, such Investor is duly incorporated, validly
      existing and in good standing under the laws of the state in which it was
      formed. The state in which any offer to purchase shares hereunder was made
      or
      accepted by such Investor is the state shown as such Investor’s address. If an
      entity, the Investor was not formed for the purpose of investing solely in
      the
      Units the subject of this Agreement.




5.2  **Authorization
      and Power** .
      The
      Investor has the requisite power and authority to enter into and perform this
      Agreement and to purchase the Units being sold to it hereunder. The execution,
      delivery and performance of this Agreement by the Investor and the consummation
      by the Investor of the transactions contemplated hereby have been duly
      authorized by all necessary corporate action where appropriate. This Agreement
      and the Registration Rights Agreement have been duly executed and delivered
      by
      the Investor and at the Closing shall constitute valid and binding obligations
      of the Investor enforceable against the Investor in accordance with their terms,
      except as such enforceability may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium, liquidation, conservatorship,
      receivership or similar laws relating to, or affecting generally the enforcement
      of, creditors' rights and remedies or by other equitable principles of general
      application.





5.3 **No
      Conflicts** .
      The
      execution, delivery and performance of this Agreement and the consummation
      by
      the Investor of the transactions contemplated hereby or relating hereto do
      not
      and will not (i) result in a violation of such Investor's charter documents
      or
      bylaws where appropriate or (ii) conflict with, or constitute a default (or
      an
      event which with notice or lapse of time or both would become a default) under,
      or give to others any rights of termination, amendment, acceleration or
      cancellation of any agreement, indenture or instrument to which the Investor
      is
      a party, or result in a violation of any law, rule, or regulation, or any order,
      judgment or decree of any court or governmental agency applicable to the
      Investor or its properties (except for such conflicts, defaults and violations
      as would not, individually or in the aggregate, have a Material Adverse Effect
      on such Investor). The Investor is not required to obtain any consent,
      authorization or order of, or make any filing or registration with, any court
      or
      governmental agency in order for it to execute, deliver or perform any of such
      Investor’s obligations under this Agreement or to purchase the Units in
      accordance with the terms hereof, provided that for purposes of the
      representation made in this sentence, the Investor is assuming and relying
      upon
      the accuracy of the relevant representations and agreements of the Company
      herein.






**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**








5.4  **Financial
      Risks** .
      The
      Investor acknowledges that such Investor is able to bear the financial risks
      associated with an investment in the Units and that it has been given full
      access to such records of the Company and the subsidiaries and to the officers
      of the Company and the subsidiaries as it has deemed necessary or appropriate
      to
      conduct its due diligence investigation. The Investor is capable of evaluating
      the risks and merits of an investment in the Units by virtue of its experience
      as an investor and its knowledge, experience, and sophistication in financial
      and business matters and the Investor is capable of bearing the entire loss
      of
      its investment in the Units.





5.5  **Accredited
      Investor** .
      The
      Investor is (i) an “accredited investor” as that term is defined in Rule 501 of
      Regulation D promulgated under the 1933 Act by reason of Rule 501(a)(3) and
      (6),
      (ii) experienced in making investments of the kind described in this Agreement
      and the related documents, (iii) able, by reason of the business and financial
      experience of its officers (if an entity) and professional advisors (who are
      not
      affiliated with or compensated in any way by the Company or any of its
      affiliates or selling agents), to protect its own interests in connection with
      the transactions described in this Agreement, and the related documents, and
      (iv) able to afford the entire loss of its investment in the Units.




5.6 **Brokers** .
      Except
      for S Partners, LLC, who shall be paid by the Company, no broker, finder or
      investment banker is entitled to any brokerage, finder's or other fee or
      Commission in connection with the transactions contemplated by this Agreement
      based upon arrangements made by or on behalf of the Investors.





5.7  **Knowledge
      of Company.** Each
      Investor and such Investor’s advisors, if any, have been, upon request,
      furnished with all materials relating to the business, finances and operations
      of the Company and materials relating to the offer and sale of the Units. Each
      Investor and such Investor’s advisors, if any, have been afforded the
      opportunity to ask questions of the Company and have received complete and
      satisfactory answers to any such inquiries .





5.8  **Risk
      Factors** Each
      Investor understands that such Investor’s investment in the Units involves a
      high degree of risk. Each Investor understands that no United States federal
      or
      state agency or any other government or governmental agency has passed on or
      made any recommendation or endorsement of the Units. Each Investors warrants
      that such Investor is able to bear the complete loss of such Buyer’s investment
      in the Units.






**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**




5.9  **Full
      Disclosure** .
      No
      representation or warranty made by the Investor in this Agreement and no
      certificate or document furnished or to be furnished to WindsorTech pursuant
      to
      this Agreement contains or will contain any untrue statement of a material
      fact,
      or omits or will omit to state a material fact necessary to make the statements
      contained herein or therein not misleading. Except as set forth or referred
      to
      in this Agreement, Investor does not have any




agreement
      or understanding with any person relating to acquiring, holding,




voting
      or
      disposing of any equity securities of the Company.




5.10  **Reimbursement
      of Due Diligence Expenses** **.** Upon
      closing, the Company shall reimburse Investors for expenses incurred in
      conducting due diligence up to an aggregate maximum of $10,000. Such
      reimbursement shall be allocated to Investors that provide proof of payment
      of
      such expenses in a proportional manner. If the transaction is not closed there
      shall be no reimbursement of any due diligence expenses.




**ARTICLE
      VI**





**COVENANTS
      OF THE COMPANY**





6.1. **Registration
      Rights** .
      The
      Company shall cause the Registration Rights Agreement to remain in full force
      and effect and the Company shall comply in all material respects with the terms
      thereof.





6.2. **Reservation
      Of Common Stock** .
      As of
      the date hereof, the Company has reserved and the Company shall continue to
      reserve and keep available at all times, free of preemptive rights, shares
      of
      Common Stock for the purpose of enabling the Company to issue the shares of
      Common Stock underlying the Warrants.





6.3. **Listing
      Of Common Stock** .
      The
      Company hereby agrees to maintain the listing of the Common Stock on a publicly
      trading market. The Company will take all action to continue the listing and
      trading of its Common Stock on a publicly traded market and will comply in
      all
      respects with the Company's reporting, filing and other obligations under the
      bylaws or rules of the a publicly traded market.





6.4. **Exchange
      Act Registration** .
      The
      Company will cause its Common Stock to continue to be registered under Section
      12(b) or (g) of the 1934 Act, will use its best efforts to comply in all
      respects with its reporting and filing obligations under the 1934 Act, and
      will
      not take any action or file any document (whether or not permitted by the 1934
      Act or the rules thereunder) to terminate or suspend such registration or to
      terminate or suspend its reporting and filing obligations under the 1934 until
      the Investors have disposed of all of their Shares or the shares of Common
      Stock
      underlying the Warrants.





6.5. **Corporate
      Existence; Conflicting Agreements** .
      The
      Company will take all steps necessary to preserve and continue the corporate
      existence of the Company. The Company shall not enter into any agreement, the
      terms of which agreement would restrict or impair the right or ability of the
      Company to perform any of its obligations under this Agreement or any of the
      other agreements attached as exhibits hereto.






**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**








**6.6**
            **Preferred
                Stock.******On
                or prior to the Closing Date, the Company will cause to be cancelled
                all
                authorized shares of Preferred Stock of the Company. For a period
                of one
                year from the closing the Company will not issue any preferred
                stock.





6.7
            **Independent
                Directors**.
                The Company will cause the appointment of at least one independent
                director within ninety (90) days. If no such Director is appointed,
                the
                Company shall pay to the Investors, pro rata, as liquidated damages
                and
                not as a penalty, an amount equal to ten (10%) of the Purchase Price
                per
                annum, payable monthly. 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 Investor 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 6.6 constitute a reasonable estimate of the damages
                that may be incurred by the Investor by reason of the failure of
                the
                Company to appoint at least two independent directors in accordance
                with
                the provision hereof.





**6.8**
            **Use
                of Proceeds**.
                The Company will use the proceeds from the sale of the Units (excluding
                amounts paid by the Company for legal and administrative fees in
                connection with the sale of the Units) for acquisitions and/or working
                capital.





**6.9**
            **Right
                of First Refusal**.
                Each Investor shall have the right to participate in any financing
                by the
                company on a pro rata basis at eighty percent (80%) of the offering
                price.




**6.10**
            **Price
                Adjustment****.**If,
                within the 24 months following the Closing Date, the Company closes
                on the
                sale of a note or notes, shares of Common Stock, or shares of a new
                class
                of Preferred Stock at a price per share of Common Stock, or with
                a
                conversion right to acquire Common Stock at a price per share of
                Common
                Stock, that is less than the Purchase Price (as adjusted to the
                capitalization per share as of the Closing Date, following any stock
                splits, stock dividends, or the like) (collectively, the “Subsequent
                Purchase Price”), the Company shall make a post-Closing adjustment in the
                Purchase Price so that the effective price per share paid by the
                Investors
                at Closing is reduced to the Subsequent Purchase Price as applied
                to the
                Investors’ then current holdings. Within five business days following the
                closing of the subsequent sale, the Company shall pay to the Investors
                the
                product of the number of Shares owned by Investors on the date of
                the
                subsequent sale times the difference between the Purchase Price and
                the
                Subsequent Purchase Price. Payment shall be made in cash or issuance
                of
                the notes, Preferred Stock, Common Stock, unit offering or whichever
                financing is causing the triggering of this provision, at the option
                of
                each individual Investor.






**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**





**6.11**
            **Insider
                Selling.**The earliest any “insiders” can start selling their shares shall be one
                year from closing. Except that any “insider” may dispose of shares
                provided the stock price at the time of dispositions at least: $3.40
                per
                share for disposition of up to 100,000 shares per “insider” and thereafter
                said stock price is at least at $4.80 per share for disposition of
                up to
                100,000 shares per “insider”. There shall be no further “lock-up” on any
                insider dispositions if the stock price shall at any time reach $6.00
                per
                share




**ARTICLE
      VII**





**COVENANTS
      OF THE INVESTORS**





7.1 **Compliance
      with Law** .
      The
      Investor's trading activities with respect to shares of the Company's Common
      Stock will be in compliance with all applicable state and federal securities
      laws, rules and regulations and rules and regulations of any public market
      on
      which the Company's Common Stock is listed.





7.2 **Transfer
      Restrictions** **.** The
      Investor’s acknowledge that (1) the Shares, Warrants and shares underlying the
      Warrants have not been registered under the provisions of the 1933 Act, and
      may
      not be transferred unless (A) subsequently registered thereunder or (B) the
      Investor’s shall have delivered to the Company an opinion of counsel, reasonably
      satisfactory in form, scope and substance to the Company, to the effect that
      the
      Shares, Warrants and shares underlying the Warrants to be sold or transferred
      may be sold or transferred pursuant to an exemption from such registration;
      and
      (2) any sale of the Shares, Warrants and shares underlying the Warrants made
      in
      reliance on Rule 144 promulgated under the 1933 Act may be made only in
      accordance with the terms of said Rule and further, if said Rule is not
      applicable, any resale of such Securities under circumstances in which the
      seller, or the person through whom the sale is made, may be deemed to be an
      underwriter, as that term is used in the 1933 Act, may require compliance with
      some other exemption under the 1933 Act or the rules and regulations of the
      SEC
      thereunder.





7.3 **Restrictive
      Legend** **.** The
      Investor’s acknowledge and agree that the Shares, and, until such time as the
      Shares have been registered under the 1933 Act and sold in accordance with
      an
      effective Registration Statement, certificates and other instruments
      representing any of the Shares shall bear a restrictive legend in substantially
      the following form (and a stop-transfer order may be placed against transfer
      of
      any such Securities):





**"THE
      SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
      STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY
      BE
      OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A
      REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
      ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) IN ACCORDANCE WITH THE
      PROVISIONS OF REGULATION S, OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION
      UNDER THE SECURITIES ACT."**






**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**






**7.4** Patriot
      Act .


WindsorTech
        and Investor certify that they have not been A suspected
        terrorist @ as
        defined in Executive Order 13224. The parties seek to comply with all applicable
        laws concerning money laundering and related activities. In furtherance of
        those
        efforts, the parties hereby represent, warrant and agree that: (i) none of
        the
        cash or property that WindsorTech will use to purchase the Shares or has
        been or
        shall be derived from, or related to, any activity that is deemed criminal
        under
        United States law; (ii) no disbursement by WindsorTech to the Investor, to
        the
        extent within WindsorTech = s
        control, shall cause any party to be in violation of the United States Bank
        Secrecy Act, the United States International Money Laundering Control Act
        of
        1986 or the United States International Money Laundering Abatement and
        Anti-Terrorist Financing Act of 2001; (iii) Investor has complied with the
        United States Bank Secrecy Act, the United States International Money Laundering
        Control Act of 1986 and/or the United States International Money Laundering
        Abatement and Anti-Terrorist Financing Act of 2001 and Seller = s
        business is not derived from, or related to, any activity that is deemed
        criminal under United States law. WindsorTech shall promptly notify the Company
        if any of these representations ceases to be true and accurate regarding
        WindsorTech. WindsorTech agrees to provide the Company any additional
        information regarding WindsorTech that the Company deems necessary or convenient
        to ensure compliance with all applicable laws concerning money laundering
        and
        similar activities. The parties understand and agree that if at any time
        it is
        discovered that any of the foregoing representations are incorrect, or if
        otherwise required by applicable law or regulation related to money laundering
        similar activities, the parties may undertake appropriate actions to ensure
        compliance with applicable law or regulation. The Parties understand that
        either
        may release information about the other and, if applicable, any underlying
        beneficial owners, to proper authorities, in their its sole
        discretion, they determine that it is in the best interests in light of relevant
        rules and regulations under the laws set forth in this
        section.









**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**
 
  **ARTICLE
        VIII**




**CONDITIONS
      PRECEDENT TO THE COMPANY’S OBLIGATIONS**





The
      obligation of the Company to consummate the transactions contemplated hereby
      shall be subject to the fulfillment, on or prior to Closing Date, of the
      following conditions:





8.1  **No
      Termination** .
      This
      Agreement shall not have been terminated pursuant to Article X
      hereof.





8.2  **Representations
      True and Correct** .
      The
      representations and warranties of the Investors contained in this Agreement
      shall be true and correct in all material respects on and as of the Closing
      Date
      with the same force and effect as if made on as of the Closing
      Date.





8.3  **Compliance
      with Covenants** .
      The
      Investors shall have performed and complied in all material respects with all
      covenants, agreements, and conditions required by this Agreement to be performed
      or complied by it prior to or at the Closing Date.





8.4  **No
      Adverse Proceedings** .  On
      the
      Closing Date, no action or proceeding shall be pending by any public authority
      or individual or entity before any court or administrative body to restrain,
      enjoin, or otherwise prevent the consummation of this Agreement or the
      transactions contemplated hereby or to recover any damages or obtain other
      relief as a result of the transactions proposed hereby.










**ARTICLE
      IX**




**CONDITIONS
      PRECEDENT TO INVESTOR’S OBLIGATIONS**





The
      obligation of the Investors to consummate the transactions contemplated hereby
      shall be subject to the fulfillment, on or prior to Closing Date unless
      specified otherwise, of the following conditions:





9.1  **No
      Termination** .
      This
      Agreement shall not have been terminated pursuant to Article X
      hereof.






**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**





9.2  **Representations
      True and Correct** .
      To the
      best of WindsorTech’s knowledge, the representations and warranties of
      WindsorTech contained in this Agreement shall be true and correct in all
      material respects on and as of the Closing Date with the same force and effect
      as if made on as of the Closing Date.





9. 1  **Compliance
      with Covenants**  .
      WindsorTech shall have performed and complied in all material respects with
      all
      covenants, agreements, and conditions required by this Agreement to be performed
      or complied by it prior to or at the Closing Date.





9.4  **No
      Adverse Proceedings** .  On
      the
      Closing Date, no action or proceeding shall be pending by any public authority
      or individual or entity before any court or administrative body to restrain,
      enjoin, or otherwise prevent the consummation of this Agreement or the
      transactions contemplated hereby or to recover any damages or obtain other
      relief as a result of the transactions proposed hereby.







**ARTICLE
      X**




**TERMINATION,
      AMENDMENT AND WAIVER**





10. 1  **Termination** .
      This
      Agreement may be terminated at any time prior to the Effective
      Time:





10.1.1  by
      mutual
      written consent of the Investors and the Company;





10.1.2  by
      the
      Company upon a material breach of any representation, warranty, covenant or
      agreement on the part of the Investor set forth in this Agreement, or the
      Investor upon a material breach of any representation, warranty, covenant or
      agreement on the part of WindsorTech set forth in this Agreement, or if any
      representation or warranty of WindsorTech or the Investor, respectively, shall
      have become untrue, in either case such that any of the conditions set forth
      in
      Article VIII or Article IX hereof would not be satisfied (a " **Terminating
      Breach** "),
      and
      such breach shall, if capable of cure, not have been cured within five (5)
      days
      after receipt by the party in breach of a notice from the non-breaching party
      setting forth in detail the nature of such breach;





10.1.3
      by
      either party prior to closing, if the Closing Date is after May 28, 2004.





10. 2  **Effect
      of Termination** .
      In the
      event of the termination of this Agreement pursuant to Paragraph 10.1 hereof,
      there shall be no liability on the party of WindsorTech or the Investors or
      any
      of their respective officers, directors, agents or other representatives and
      all
      rights and obligations of any party hereto shall cease,.






**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**





10.3 **Amendment** .
      This
      Agreement may be amended by the parties hereto any time prior to the Closing
      Date by an instrument in writing signed by the parties hereto.





10. 3  Intentionally
      Omitted




**ARTICLE
      XI**




**GENERAL
      PROVISIONS**




11. 1  **Transaction
      Costs** .
      Except
      as otherwise provided herein, each of the parties shall pay all of his or its
      costs and expenses (including attorney fees and other legal costs and expenses
      and accountants’ fees and other accounting costs and expenses) incurred by that
      party in connection with this Agreement.





11.2  **Indemnification** .
      Each
      Investor, severally and not jointly agrees to defend and hold the Company
      (following the Closing Date) and its officers and directors harmless against
      and
      in respect of any and all claims, demands, losses, costs, expenses, obligations,
      liabilities or damages, including interest, penalties and reasonable attorney’s
      fees, that it shall incur or suffer, which arise out of, result from or relate
      to any breach of this Agreement by such Investor or failure by such Investors
      to
      perform with respect to any of its representations, warranties or covenants
      contained in this Agreement or in any exhibit or other instrument furnished
      or
      to be furnished under this Agreement. The Company agrees to defend and hold
      the
      Investor harmless against and in respect of any and all claims, demands, losses,
      costs, expenses, obligations, liabilities or damages, including interest,
      penalties and reasonable attorney’s fees, that it shall incur or suffer, which
      arise out of, result from or relate to any breach of this Agreement or failure
      by the Company to perform with respect to any of its representations, warranties
      or covenants contained in this Agreement or in any exhibit or other instrument
      furnished or to be furnished under this Agreement.




11.3  **Headings** .
      The
      table of contents and headings contained in this Agreement are for reference
      purposes only and shall not affect in any way the meaning or interpretation
      of
      this Agreement.





11.4  **Entire
      Agreement** .
      This
      Agreement (together with the Schedule, Exhibits, Warrants and documents referred
      to herein) constitute the entire agreement of the parties and supersede all
      prior agreements and undertakings, both written and oral, between the parties,
      or any of them, with respect to the subject matter hereof.




11.5  **Notices** .
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed to have been given (i) on the date they are delivered if delivered in
      person; (ii) on the date initially received if delivered by facsimile
      transmission followed by registered or certified mail confirmation or overnight
      courier service; (iii) on the date delivered by an overnight courier service;
      or
      (iv) on the third business day after it is mailed by registered or certified
      mail, return receipt requested with postage and other fees prepaid as
      follows:






**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**


If
                  to WindsorTech, Inc. :
              WindsorTech,
                  Inc.70
                  Lake DriveHightstown,
                  NJ 08520





With
                  a copy to:Burger,
                  Trailor & Farmer, P.A.1601
                  Forum Place, Suite 404West
                  Palm Beach, Florida 33401Telephone
                  Number: (561) 689-1663Facsimile
                  Number: (561) 689-1707








If to the Investors:
            __________________________________________________________










To
      the
      address listed on Schedule
      A herein
      or to the address provided to the Company by an Investor.








11.6  **Severability** .
      If any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any rule of law or public policy, all other conditions and
      provisions of this Agreement shall nevertheless remain in full force and effect
      so long as the economic or legal substance of the transactions contemplated
      hereby is not affected in any manner materially adverse to any party. Upon
      such
      determination that any such term or other provision is invalid, illegal or
      incapable of being enforced, the parties hereto shall negotiate in good faith
      to
      modify this Agreement so as to effect the original intent of the parties as
      closely as possible in an acceptable manner to the end that the transactions
      contemplated hereby are fulfilled to the extent possible.






**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**





11.7  **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.





11.8  **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.




11.9  **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.





11.10  **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 Florida . 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.





11.11 **Preparation
      and Filing of Securities and Exchange Commission filings.** Each
      Investor shall reasonably assist and cooperate with the Company in the
      preparation of all filings with the SEC after the Closing Date due after the
      Closing Date.





11.12  **Further
      Assurances, Cooperation** .
      Each
      party shall, upon reasonable request by the other party, execute and deliver
      any
      additional documents necessary or desirable to complete the transactions herein
      pursuant to and in the manner contemplated by this Agreement. The parties hereto
      agree to cooperate and use their respective best efforts to consummate the
      transactions contemplated by this Agreement.





11.13  **Survival** The
      representations, warranties, covenants and agreements made herein shall survive
      the Closing of the transaction contemplated hereby.





11.14  **Third
      Parties**  Except
      as disclosed in this Agreement, nothing in this Agreement, whether express
      or
      implied, is intended to confer any rights or remedies under or by reason of
      this
      Agreement on any persons other than the parties hereto and their respective
      administrators, executors, legal representatives, heirs, successors and
      assignees. Nothing in this Agreement is intended to relieve or discharge the
      obligation or liability of any third persons to any party to this Agreement,
      nor
      shall any provision give any third persons any right of subrogation or action
      over or against any party to this Agreement.








**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**





11.15  **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.





11.16  **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.    **STOCK
              PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
              Inc. . AND CERTAIN INVESTORS**





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





**WindsorTech,
      Inc.**





______________________





By:
      ___________________


Title:__________________





_____________________________
              _______________________________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):____________





**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**





**Schedule
      A**








NAME
                AND ADDRESS
            AMOUNT
                OF INVESTMENT
            NUMBER
                OF SHARES OF COMMON STOCK
            NUMBER
                OF WARRANTS





**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**


**Exhibit
      A**





**Form
      of Warrant**


**STOCK
            PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
            Inc. . AND CERTAIN INVESTORS**


**Exhibit
      B**





**Registration
      Rights Agreement**





**STOCK
        PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
        Inc. . AND CERTAIN INVESTORS**
 Page 26 of
      26


**ADDENDUM
      TO STOCK PURCHASE AGREEMENT**





This
      ADDENDUM TO STOCK PURCHASE 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 Schedule
      A herein
      (each agreement with an Investor being deemed a separate and independent
      agreement between the Company and such Investor).




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




**NOW
      THEREFORE** ,
      in
      consideration of the mutual covenants and premises contained herein and for
      other good and valuable consideration, the receipt and adequacy of which is
      hereby conclusively acknowledged, the parties hereto, intending to be legally
      bound agree as follows:





1.  Paragraph 6.11 of the STOCK PURCHASE AGREEMENT dated as of May 18, 2004 shall
      be
      amended to read as follows:




Insider
      Selling: The earliest any “insiders” can start selling their shares shall be
      one


year
      from
      closing. Except that any “insider” may dispose of shares provided the stock
      price at the time of disposition is at least: $3.40 per share for disposition
      of
      up to 100,000 shares per “insider” and thereafter said stock price is at least
      at $4.80 per share for disposition of up to 100,000 shares per “insider”. There
      shall be no further “lock-up” on any insider disposition if the stock price
      shall at any time reach $6.00 per share. The Company and investor acknowledge
      and agree that the Investor is not an “insider” as such term is used
      herein.





2.  Paragraph 7.4 of the Stock Purchase Agreement dated as of May 18, 2004 shall
      be
      amended to read as follows:





Patriot
      Act:  WindsorTech
      and Investor certify that they have not been designated, and are
      not
      owned or controlled, by a “suspected terrorist” as defined in Executive Order
      13224. The parties seek to comply with all applicable laws concerning money
      laundering and related activities. In furtherance of those efforts, Investor
      hereby represents, warrants and agrees that: (i) none of the cash or property
      that Investor will use to purchase the Shares has been or shall be derived
      from,
      or related to, any activity that is deemed criminal under United States law;
      (ii) no disbursement by Investor to WindsorTech, to the extent within Investor’s
      control, shall cause any party to be in violation of the United States Bank
      Secrecy Act, the United States International Money Laundering Control Act of
      1986 or the United States International Money Laundering Abatement and
      Anti-Terrorist Financing Act of 2001; (iii) Investor has complied with the
      United States Bank Secrecy Act, the United States International Money Laundering
      Control Act of 1986 and/or the United States International Money Laundering
      Abatement and Anti-Terrorist Financing Act of 2001 and Investor’s Seller’s
      business is not derived from, or related to, any activity that is deemed
      criminal under United States law. Investor shall promptly notify WindsorTech
      if
      any of these representations ceases to be true and accurate regarding Investor.
      WindsorTech agrees to provide the Investor any additional information regarding
      WindsorTech that the Investor deems necessary or convenient to ensure compliance
      with all applicable laws concerning money laundering and similar activities.
      The
      parties understand and agree that if at any time it is discovered that any
      of
      the foregoing representations are incorrect, or if otherwise required by
      applicable law or regulation related to money laundering similar activities,
      the
      parties may undertake appropriate actions to ensure compliance with applicable
      law or regulation. The Parties understand that either may release information
      about the other and, if applicable, any underlying beneficial owners, to proper
      authorities, if, in their sole discretion, they determine that it is in the
      best
      interests in light of relevant rules and regulations under the laws set forth
      in
      this section.






**STOCK
        PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
        Inc. . AND CERTAIN INVESTORS**
 **PAGE
        1** **OF
        2**





3.
      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 and shall serve as an original.




4.  Unless
      otherwise modified by the terms and conditions of this Addendum to Stock
      Purchase Agreement, the Stock Purchase 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**





________________________________






**STOCK
        PURCHASE AGREEMENT BETWEEN**
 **WindsorTech,
        Inc. . AND CERTAIN INVESTORS**
 **PAGE
        2** **OF
        2**