Exhibit 10.8
                                 LOAN AGREEMENT

      This  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 April 24, 2002.  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  9,000,000  shares  of  the  capital  stock  of the  Company  (the
"Shares"), representing approximately 75% of all outstanding Shares;

      WHEREAS,  the  Company  needs  additional  funds to conduct  its  business
operations; and

      WHEREAS, on the terms and conditions hereafter set forth, the Shareholders
are willing to lend money to the Company.

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

      1.  Subject to the terms and  conditions  hereafter  set  forth,  Sherman,
Cummings, Loppert, Saracino and Sheerr each severally agree to lend, $110,000.00
to the Company (individually, a "Loan" and collectively, the "Loans"). The Loans
will be evidenced by the Company's  Promissory Notes in the form attached hereto
as Exhibits A-1, A-2, A-3, A-4 and A-5 (individually, a "Note" and collectively,
the "Notes").  The obligation to repay the Loans will be secured by the grant of
a  security  interest  in all of the  Company's  assets  pursuant  to a Security
Agreement in the form attached  hereto as Exhibit B (the "Security  Agreement").
The Lenders  have  agreed to allocate  the  collateral  covered by the  Security
Agreement  amongst  themselves in accordance with an Intercreditor  Agreement in
the form attached hereto as Exhibit C (the "Intercreditor Agreement").

      2. Anything herein or in any of the Notes or the Security Agreement to the
contrary notwithstanding,  on and after the date hereof, each Lender irrevocably
and  unconditionally  agrees that at the written request of the Borrower's Board
of Directors,  such Lender will promptly  execute and deliver to the Borrower or
any other  person,  firm or  entity  designated  in such  written  request,  all
agreements,  documents or instruments required to evidence or give effect to the
subordination  of all or such part of  Lender's  rights  hereunder  or under any
related Security Agreement as the Borrower's Board of Directors shall request in
order to  facilitate  or give  effect  to any  other  debt or  equity  financing
proposed to be entered into by the Borrower.

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

<PAGE>

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

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

      6. 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
                                      -------------------------------
                                                 President

WITNESS:

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

WITNESS:

/s/ David A. Loppert               /s/     Edward L. Cummings
-------------------------------    ----------------------------------

WITNESS:

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

WITNESS:

/s/ David A. Loppert               /s/       Carl C. Saracino
-------------------------------    ----------------------------------

WITNESS:

/s/ David A. Loppert               /s/       Michael P. Sheerr
-------------------------------    ----------------------------------


                                      -2-

<PAGE>

                                                                     EXHIBIT A-1

                                 PROMISSORY NOTE


Borrower:  Windsortech, Inc.               Lender:  Mr. Marc Sherman
           70 Lake Drive                            70 Lake Drive
           Hightstown, NJ 08520                     Hightstown, NJ 08520
                                                    609-426-4666



Principal Amount:                  Interest Rate:                Date of Note:
$110,000.00                           12.00%                    April 24, 2002


PROMISE TO PAY. Windsortech, Inc., a Delaware corporation ("Borrower"), promises
to pay to Mr. Marc Sherman  ("Lender"),  or order, in lawful money of the United
States of America,  the  principal  amount of One Hundred Ten  Thousand & 00/100
Dollars ($110,000.00), together with interest at the rate of 12.00% per annum on
the unpaid principal balance from the date set forth above until paid in full.

PAYMENT.  Borrower will pay interest on the outstanding principal amount of this
Note  monthly in arrears  until  this Note has been  repaid in full.  Borrower's
first  payment is due May 1, 2002,  and all  subsequent  payments are due on the
same day of each month after that. Unless previously  repaid, the full amount of
the  outstanding  principal  amount of this Note,  together will all accrued and
unpaid interest thereon will be due and payable on April 23, 2003 (the "Maturity
Date").  Unless otherwise agreed or required by applicable law, payments will be
applied first to any unpaid  collection costs and any late charges,  then to any
unpaid interest, and any remaining amount to principal. The annual interest rate
for this Note is computed on a 365/365 basis:  that is, by applying the ratio of
the annual interest rate over a year of 365 days,  multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal balance
is outstanding.  Borrower will pay Lender at Lender's  address shown above or at
such other  place as Lender may  designate  in writing.  Anything  herein to the
contrary  notwithstanding,  Borrower  shall pay all amounts due hereunder at the
Maturity  Date in lawful  money of the United  States  unless  Lender shall have
elected to instead be paid by  Borrower  (in whole or part) with such  number of
shares of the Borrower's capital stock as shall equal the result of dividing the
amount  not paid in cash by the  market  value  per  share of each  share of the
Borrower's capital stock as determined by an independent, professional valuation
firm on or about the date hereof.

PREPAYMENT.  Borrower may pay in the manner set forth above without  penalty all
or a portion of the amount owed earlier than it is due.  Early partial  payments
will not, unless agreed to by Lender in writing,  relieve Borrower of Borrower's
obligation to pay all amounts due hereunder.  Borrower agrees not to send Lender
payments  marked  "paid in full",  "without  recourse" or similar  language.  If
Borrower  sends  such a payment,  Lender  may  accept it  without  losing any of
Lenders  rights under this Note,  and Borrower will remain  obligated to pay any
further amount owed to Lender. All written  communications  concerning  disputed
amounts or that is tendered  with other  conditions  or  limitations  or as full
satisfaction  of a disputed  amount  must be mailed or  delivered  to: Mr.  Marc
Sherman, 70 Lake Drive, Hightstown, NJ 08520.

LATE  CHARGE.  If a payment  is 10 days or more late,  Borrower  will be charged
5.000% of the  unpaid  portion  of the  regularly  scheduled  payment or $50.00,
whichever is greater.

                                     A-1-1

<PAGE>

INTEREST  AFTER  DEFAULT.  Upon  default,  including  failure  to pay upon final
maturity,  Lender,  at its  option,  may, if  permitted  under  applicable  law,
increase  the  interest  rate on this Note by 5.000  percentage  points.  In any
event,  the  interest  rate  will not  exceed  the  maximum  rate  permitted  by
applicable  law. If judgment is entered in connection  with this Note,  interest
will  continue to accrue on this Note after  judgment at the  existing  interest
rate provided for in this Note.

AGREEMENT  TO  SUBORDINATE.   Lender   irrevocably   acknowledges  that  he  has
irrevocably and unconditionally  agreed in a Loan Agreement between Borrower and
Lender dated the date hereof (the "Loan  Agreement') to subordinate  all or part
of his rights hereunder or under the Security  Agreement referred to in the Loan
Agreement  as  and  to the  extent  contemplated  in or  required  by  the  Loan
Agreement.

DEFAULT.  Each of the following shall  constitute an event of default ("Event of
Default") under this Note:

      Payment  Default.  Borrower  fails to make any payment when due under this
      Note.

      Other  Defaults.  Borrower  fails to comply  with or to perform  any other
      term,  obligation,  covenant or condition contained in this Note or in any
      of the related documents or agreements, including a Security Agreement, or
      to comply with or to perform any term,  obligation,  covenant or condition
      contained in any other  agreement,  instrument or document  between Lender
      and Borrower.

      Dissolution  or Insolvency.  The  dissolution or termination of Borrower's
      existence  as  a  going  business  or  the  insolvency  of  Borrower,  the
      appointment  of a  receiver  for any  part  of  Borrower's  property,  any
      assignment for the benefit of creditors,  any type of creditor workout, or
      the commencement of any proceeding under any bankruptcy or insolvency laws
      by or against Borrower.

      Creditor  or  Forfeiture  Proceedings.   Commencement  of  foreclosure  or
      forfeiture  proceedings,   whether  by  judicial  proceeding,   self-help,
      repossession  or any other  method,  by any creditor of Borrower or by any
      governmental  agency  against  any  collateral  securing  the  loan.  This
      includes a garnishment of any of Borrower's accounts.  However, this Event
      of Default shall not apply if there is a good faith dispute by Borrower as
      to the validity or  reasonableness  of the claim which is the basis of the
      creditor or forfeiture  proceeding  and if Borrower  gives Lender  written
      notice of the creditor or forfeiture  proceeding  and deposits with Lender
      monies or a surety bond for the creditor or forfeiture  proceeding,  in an
      amount determined by Lender, in its sole discretion,  as being an adequate
      reserve or bond for the dispute.

CURE PROVISIONS. If any default, other than a default in payment, is curable, it
may be cured (and no event of default will have  occurred)  if  Borrower,  after
receiving  written notice from Lender demanding cure of such default:  (1) cures
the default within five (5) days; or (2) if the cure requires more than five (5)
days, immediately initiates steps which Lender deems in Lender's sole discretion
to be sufficient to cure the default and thereafter  continues and completes all
reasonable  and  necessary  steps  sufficient  to produce  compliance as soon as
reasonably practical.

                                     A-1-2

<PAGE>


LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required
by applicable law, declare the entire unpaid principal  balance on this Note and
all accrued  unpaid  interest  immediately  due, and then Borrower will pay that
amount.

EXPENSES. If Lender institutes any suit or action to enforce any of the terms of
this Note, Lender shall be entitled to recover such sum as the court may adjudge
reasonable.  Whether or not any court action is involved,  and to the extent not
prohibited by law, all reasonable  expenses Lender incurs that, in Lender's sole
opinion,  are  necessary at any time for the  protection  of its interest or the
enforcement  of its rights shall become a part of the loan payable on demand and
shall  bear  interest  at the Note rate from the date of the  expenditure  until
repaid. Expenses covered by this paragraph include, without limitation,  however
subject to any limits under  applicable  law,  Lender's  expenses for bankruptcy
proceedings  (including  efforts  to  modify  or vacate  any  automatic  stay or
injunction),  and appeals,  to the extent permitted by applicable law.  Borrower
also will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower against
the other.

GOVERNING  LAW.  This  Note will be  governed  by,  construed  and  enforced  in
accordance with the laws of the State of New Jersey.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the jurisdiction of the courts of Mercer County, NJ.

GENERAL  PROVISIONS.  Lender may delay or forgo  enforcing  any of its rights or
remedies  under this Note without losing them.  Borrower,  to the fullest extent
allowed by law, waives  presentment,  demand for payment and notice of dishonor.
Upon any change in the terms of this Note, and unless otherwise expressly stated
in  writing,  no party  who  signs  this Note as maker  shall be  released  from
liability.  All such parties  agree that Lender may renew or extend  (repeatedly
and for any  length of time) this loan or release  any party or  collateral;  or
impair,  fail to  realize  upon or perfect  Lender's  security  interest  in the
collateral;  and take any other action  deemed  necessary by Lender  without the
consent  of or notice to anyone.  All such  parties  also agree that  Lender may
modify this loan without the consent of or notice to anyone other than the party
with  whom the  modification  is made.  If any  portion  of this Note is for any
reason determined to be unenforceable,  it will not affect the enforceability of
any other provisions of this Note.

IN WITNESS WHEREOF,  Borrower has executed and delivered this Promissory Note on
and as of the date set forth above.


[CORPORATE SEAL]                        BORROWER:
ATTEST:                                 WINDSORTECH, INC.


By /s/ David A. Loppert                 By /s/ Marc Sherman
   ------------------------------       ------------------------------
Authorized Officer                      President

                                     A-1-3

<PAGE>
                                                                     EXHIBIT A-2

                                 PROMISSORY NOTE


Borrower:  Windsortech, Inc.                     Lender:  Mr. Edward L. Cummings
           70 Lake Drive                                  70 Lake Drive
           Hightstown, NJ 08520                           Hightstown, NJ 08520
                                                          609-426-4666





 Principal Amount:                 Interest Rate:                 Date of Note:
    $110,000.00                        12.00%                    April 24, 2002

PROMISE TO PAY. Windsortech, Inc., a Delaware corporation ("Borrower"), promises
to pay to Mr. Edward L. Cummings  ("Lender"),  or order,  in lawful money of the
United  States of America,  the  principal  amount of One Hundred Ten Thousand &
00/100 Dollars  ($110,000.00),  together with interest at the rate of 12.00% per
annum on the unpaid  principal  balance from the date set forth above until paid
in full.

PAYMENT.  Borrower will pay interest on the outstanding principal amount of this
Note  monthly in arrears  until  this Note has been  repaid in full.  Borrower's
first  payment is due May 1, 2002,  and all  subsequent  payments are due on the
same day of each month after that. Unless previously  repaid, the full amount of
the  outstanding  principal  amount of this Note,  together will all accrued and
unpaid interest thereon will be due and payable on April 23, 2003 (the "Maturity
Date").  Unless otherwise agreed or required by applicable law, payments will be
applied first to any unpaid  collection costs and any late charges,  then to any
unpaid interest, and any remaining amount to principal. The annual interest rate
for this Note is computed on a 365/365 basis:  that is, by applying the ratio of
the annual interest rate over a year of 365 days,  multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal balance
is outstanding.  Borrower will pay Lender at Lender's  address shown above or at
such other  place as Lender may  designate  in writing.  Anything  herein to the
contrary  notwithstanding,  Borrower  shall pay all amounts due hereunder at the
Maturity  Date in lawful  money of the United  States  unless  Lender shall have
elected to instead be paid by  Borrower  (in whole or part) with such  number of
shares of the Borrower's capital stock as shall equal the result of dividing the
amount  not paid in cash by the  market  value  per  share of each  share of the
Borrower's capital stock as determined by an independent, professional valuation
firm on or about the date hereof.

PREPAYMENT.  Borrower may pay in the manner set forth above without  penalty all
or a portion of the amount owed earlier than it is due.  Early partial  payments
will not, unless agreed to by Lender in writing,  relieve Borrower of Borrower's
obligation to pay all amounts due hereunder.  Borrower agrees not to send Lender
payments  marked  "paid in full",  "without  recourse" or similar  language.  If
Borrower  sends  such a payment,  Lender  may  accept it  without  losing any of
Lenders  rights under this Note,  and Borrower will remain  obligated to pay any
further amount owed to Lender. All written  communications  concerning  disputed
amounts or that is tendered  with other  conditions  or  limitations  or as full
satisfaction  of a disputed amount must be mailed or delivered to: Mr. Edward L.
Cummings, 70 Lake Drive, Hightstown, NJ 08520.

LATE  CHARGE.  If a payment  is 10 days or more late,  Borrower  will be charged
5.000% of the  unpaid  portion  of the  regularly  scheduled  payment or $50.00,
whichever is greater.

                                     A-2-1

<PAGE>

INTEREST  AFTER  DEFAULT.  Upon  default,  including  failure  to pay upon final
maturity,  Lender,  at its  option,  may, if  permitted  under  applicable  law,
increase  the  interest  rate on this Note by 5.000  percentage  points.  In any
event,  the  interest  rate  will not  exceed  the  maximum  rate  permitted  by
applicable  law. If judgment is entered in connection  with this Note,  interest
will  continue to accrue on this Note after  judgment at the  existing  interest
rate provided for in this Note.

AGREEMENT  TO  SUBORDINATE.   Lender   irrevocably   acknowledges  that  he  has
irrevocably and unconditionally  agreed in a Loan Agreement between Borrower and
Lender dated the date hereof (the "Loan  Agreement') to subordinate  all or part
of his rights hereunder or under the Security  Agreement referred to in the Loan
Agreement  as  and  to the  extent  contemplated  in or  required  by  the  Loan
Agreement.

DEFAULT.  Each of the following shall  constitute an event of default ("Event of
Default") under this Note:

      Payment  Default.  Borrower  fails to make any payment when due under this
      Note.

      Other  Defaults.  Borrower  fails to comply  with or to perform  any other
      term,  obligation,  covenant or condition contained in this Note or in any
      of the related documents or agreements, including a Security Agreement, or
      to comply with or to perform any term,  obligation,  covenant or condition
      contained in any other  agreement,  instrument or document  between Lender
      and Borrower.

      Dissolution  or Insolvency.  The  dissolution or termination of Borrower's
      existence  as  a  going  business  or  the  insolvency  of  Borrower,  the
      appointment  of a  receiver  for any  part  of  Borrower's  property,  any
      assignment for the benefit of creditors,  any type of creditor workout, or
      the commencement of any proceeding under any bankruptcy or insolvency laws
      by or against Borrower.

      Creditor  or  Forfeiture  Proceedings.   Commencement  of  foreclosure  or
      forfeiture  proceedings,   whether  by  judicial  proceeding,   self-help,
      repossession  or any other  method,  by any creditor of Borrower or by any
      governmental  agency  against  any  collateral  securing  the  loan.  This
      includes a garnishment of any of Borrower's accounts.  However, this Event
      of Default shall not apply if there is a good faith dispute by Borrower as
      to the validity or  reasonableness  of the claim which is the basis of the
      creditor or forfeiture  proceeding  and if Borrower  gives Lender  written
      notice of the creditor or forfeiture  proceeding  and deposits with Lender
      monies or a surety bond for the creditor or forfeiture  proceeding,  in an
      amount determined by Lender, in its sole discretion,  as being an adequate
      reserve or bond for the dispute.

CURE PROVISIONS. If any default, other than a default in payment, is curable, it
may be cured (and no event of default will have  occurred)  if  Borrower,  after
receiving  written notice from Lender demanding cure of such default:  (1) cures
the default within five (5) days; or (2) if the cure requires more than five (5)
days, immediately initiates steps which Lender deems in Lender's sole discretion
to be sufficient to cure the default and thereafter  continues and completes all
reasonable  and  necessary  steps  sufficient  to produce  compliance as soon as
reasonably practical.

                                     A-2-2

<PAGE>


LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required
by applicable law, declare the entire unpaid principal  balance on this Note and
all accrued  unpaid  interest  immediately  due, and then Borrower will pay that
amount.

EXPENSES. If Lender institutes any suit or action to enforce any of the terms of
this Note, Lender shall be entitled to recover such sum as the court may adjudge
reasonable.  Whether or not any court action is involved,  and to the extent not
prohibited by law, all reasonable  expenses Lender incurs that, in Lender's sole
opinion,  are  necessary at any time for the  protection  of its interest or the
enforcement  of its rights shall become a part of the loan payable on demand and
shall  bear  interest  at the Note rate from the date of the  expenditure  until
repaid. Expenses covered by this paragraph include, without limitation,  however
subject to any limits under  applicable  law,  Lender's  expenses for bankruptcy
proceedings  (including  efforts  to  modify  or vacate  any  automatic  stay or
injunction),  and appeals,  to the extent permitted by applicable law.  Borrower
also will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower against
the other.

GOVERNING  LAW.  This  Note will be  governed  by,  construed  and  enforced  in
accordance with the laws of the Commonwealth of Pennsylvania.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the jurisdiction of the courts of Mercer County, NJ.

GENERAL  PROVISIONS.  Lender may delay or forgo  enforcing  any of its rights or
remedies  under this Note without losing them.  Borrower,  to the fullest extent
allowed by law, waives  presentment,  demand for payment and notice of dishonor.
Upon any change in the terms of this Note, and unless otherwise expressly stated
in  writing,  no party  who  signs  this Note as maker  shall be  released  from
liability.  All such parties  agree that Lender may renew or extend  (repeatedly
and for any  length of time) this loan or release  any party or  collateral;  or
impair,  fail to  realize  upon or perfect  Lender's  security  interest  in the
collateral;  and take any other action  deemed  necessary by Lender  without the
consent  of or notice to anyone.  All such  parties  also agree that  Lender may
modify this loan without the consent of or notice to anyone other than the party
with  whom the  modification  is made.  If any  portion  of this Note is for any
reason determined to be unenforceable,  it will not affect the enforceability of
any other provisions of this Note.

IN WITNESS WHEREOF,  Borrower has executed and delivered this Promissory Note on
and as of the date set forth above.


[CORPORATE SEAL]                        BORROWER:
ATTEST:                                 WINDSORTECH, INC.


By /s/ David A. Loppert                 By /s/ Marc Sherman
  -------------------------------          -------------------------------
Authorized Officer                      President


                                      A-2-3

<PAGE>

                                                                     EXHIBIT A-3

                                 PROMISSORY NOTE


Borrower:   Windsortech, Inc.                Lender:     Mr. David A. Loppert
            70 Lake Drive                                70 Lake Drive
            Hightstown, NJ 08520                         Hightstown, NJ 08520
                                                         609-426-4666

Principal Amount:             Interest Rate:             Date of Note:
   $110,000.00                    12.00%                April 24, 2002


PROMISE TO PAY. Windsortech, Inc., a Delaware corporation ("Borrower"), promises
to pay to Mr.  David A.  Loppert  ("Lender"),  or order,  in lawful money of the
United  States of America,  the  principal  amount of One Hundred Ten Thousand &
00/100 Dollars  ($110,000.00),  together with interest at the rate of 12.00% per
annum on the unpaid  principal  balance from the date set forth above until paid
in full.

PAYMENT.  Borrower will pay interest on the outstanding principal amount of this
Note  monthly in arrears  until  this Note has been  repaid in full.  Borrower's
first  payment is due May 1, 2002,  and all  subsequent  payments are due on the
same day of each month after that. Unless previously  repaid, the full amount of
the  outstanding  principal  amount of this Note,  together will all accrued and
unpaid interest thereon will be due and payable on April 23, 2003 (the "Maturity
Date").  Unless otherwise agreed or required by applicable law, payments will be
applied first to any unpaid  collection costs and any late charges,  then to any
unpaid interest, and any remaining amount to principal. The annual interest rate
for this Note is computed on a 365/365 basis:  that is, by applying the ratio of
the annual interest rate over a year of 365 days,  multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal balance
is outstanding.  Borrower will pay Lender at Lender's  address shown above or at
such other  place as Lender may  designate  in writing.  Anything  herein to the
contrary  notwithstanding,  Borrower  shall pay all amounts due hereunder at the
Maturity  Date in lawful  money of the United  States  unless  Lender shall have
elected to instead be paid by  Borrower  (in whole or part) with such  number of
shares of the Borrower's capital stock as shall equal the result of dividing the
amount  not paid in cash by the  market  value  per  share of each  share of the
Borrower's capital stock as determined by an independent, professional valuation
firm on or about the date hereof.

PREPAYMENT.  Borrower may pay in the manner set forth above without  penalty all
or a portion of the amount owed earlier than it is due.  Early partial  payments
will not, unless agreed to by Lender in writing,  relieve Borrower of Borrower's
obligation to pay all amounts due hereunder.  Borrower agrees not to send Lender
payments  marked  "paid in full",  "without  recourse" or similar  language.  If
Borrower  sends  such a payment,  Lender  may  accept it  without  losing any of
Lenders  rights under this Note,  and Borrower will remain  obligated to pay any
further amount owed to Lender. All written  communications  concerning  disputed
amounts or that is tendered  with other  conditions  or  limitations  or as full
satisfaction  of a disputed  amount must be mailed or delivered to: Mr. David A.
Loppert, 70 Lake Drive, Hightstown, NJ 08520.

LATE  CHARGE.  If a payment  is 10 days or more late,  Borrower  will be charged
5.000% of the  unpaid  portion  of the  regularly  scheduled  payment or $50.00,
whichever is greater.

                                     A-3-1

<PAGE>

INTEREST  AFTER  DEFAULT.  Upon  default,  including  failure  to pay upon final
maturity,  Lender,  at its  option,  may, if  permitted  under  applicable  law,
increase  the  interest  rate on this Note by 5.000  percentage  points.  In any
event,  the  interest  rate  will not  exceed  the  maximum  rate  permitted  by
applicable  law. If judgment is entered in connection  with this Note,  interest
will  continue to accrue on this Note after  judgment at the  existing  interest
rate provided for in this Note.

AGREEMENT  TO  SUBORDINATE.   Lender   irrevocably   acknowledges  that  he  has
irrevocably and unconditionally  agreed in a Loan Agreement between Borrower and
Lender dated the date hereof (the "Loan  Agreement') to subordinate  all or part
of his rights hereunder or under the Security  Agreement referred to in the Loan
Agreement  as  and  to the  extent  contemplated  in or  required  by  the  Loan
Agreement.

DEFAULT.  Each of the following shall  constitute an event of default ("Event of
Default") under this Note:

      Payment  Default.  Borrower  fails to make any payment when due under this
      Note.

      Other  Defaults.  Borrower  fails to comply  with or to perform  any other
      term,  obligation,  covenant or condition contained in this Note or in any
      of the related documents or agreements, including a Security Agreement, or
      to comply with or to perform any term,  obligation,  covenant or condition
      contained in any other  agreement,  instrument or document  between Lender
      and Borrower.

      Dissolution  or Insolvency.  The  dissolution or termination of Borrower's
      existence  as  a  going  business  or  the  insolvency  of  Borrower,  the
      appointment  of a  receiver  for any  part  of  Borrower's  property,  any
      assignment for the benefit of creditors,  any type of creditor workout, or
      the commencement of any proceeding under any bankruptcy or insolvency laws
      by or against Borrower.

      Creditor  or  Forfeiture  Proceedings.   Commencement  of  foreclosure  or
      forfeiture  proceedings,   whether  by  judicial  proceeding,   self-help,
      repossession  or any other  method,  by any creditor of Borrower or by any
      governmental  agency  against  any  collateral  securing  the  loan.  This
      includes a garnishment of any of Borrower's accounts.  However, this Event
      of Default shall not apply if there is a good faith dispute by Borrower as
      to the validity or  reasonableness  of the claim which is the basis of the
      creditor or forfeiture  proceeding  and if Borrower  gives Lender  written
      notice of the creditor or forfeiture  proceeding  and deposits with Lender
      monies or a surety bond for the creditor or forfeiture  proceeding,  in an
      amount determined by Lender, in its sole discretion,  as being an adequate
      reserve or bond for the dispute.

CURE PROVISIONS. If any default, other than a default in payment, is curable, it
may be cured (and no event of default will have  occurred)  if  Borrower,  after
receiving  written notice from Lender demanding cure of such default:  (1) cures
the default within five (5) days; or (2) if the cure requires more than five (5)
days, immediately initiates steps which Lender deems in Lender's sole discretion
to be sufficient to cure the default and thereafter  continues and completes all
reasonable  and  necessary  steps  sufficient  to produce  compliance as soon as
reasonably practical.

                                     A-3-2

<PAGE>

LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required
by applicable law, declare the entire unpaid principal  balance on this Note and
all accrued  unpaid  interest  immediately  due, and then Borrower will pay that
amount.

EXPENSES. If Lender institutes any suit or action to enforce any of the terms of
this Note, Lender shall be entitled to recover such sum as the court may adjudge
reasonable.  Whether or not any court action is involved,  and to the extent not
prohibited by law, all reasonable  expenses Lender incurs that, in Lender's sole
opinion,  are  necessary at any time for the  protection  of its interest or the
enforcement  of its rights shall become a part of the loan payable on demand and
shall  bear  interest  at the Note rate from the date of the  expenditure  until
repaid. Expenses covered by this paragraph include, without limitation,  however
subject to any limits under  applicable  law,  Lender's  expenses for bankruptcy
proceedings  (including  efforts  to  modify  or vacate  any  automatic  stay or
injunction),  and appeals,  to the extent permitted by applicable law.  Borrower
also will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower against
the other.

GOVERNING  LAW.  This  Note will be  governed  by,  construed  and  enforced  in
accordance with the laws of the State of New Jersey.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the jurisdiction of the courts of Mercer County, NJ.

GENERAL  PROVISIONS.  Lender may delay or forgo  enforcing  any of its rights or
remedies  under this Note without losing them.  Borrower,  to the fullest extent
allowed by law, waives  presentment,  demand for payment and notice of dishonor.
Upon any change in the terms of this Note, and unless otherwise expressly stated
in  writing,  no party  who  signs  this Note as maker  shall be  released  from
liability.  All such parties  agree that Lender may renew or extend  (repeatedly
and for any  length of time) this loan or release  any party or  collateral;  or
impair,  fail to  realize  upon or perfect  Lender's  security  interest  in the
collateral;  and take any other action  deemed  necessary by Lender  without the
consent  of or notice to anyone.  All such  parties  also agree that  Lender may
modify this loan without the consent of or notice to anyone other than the party
with  whom the  modification  is made.  If any  portion  of this Note is for any
reason determined to be unenforceable,  it will not affect the enforceability of
any other provisions of this Note.

IN WITNESS WHEREOF,  Borrower has executed and delivered this Promissory Note on
and as of the date set forth above.

[CORPORATE SEAL]                        BORROWER:
ATTEST:                                 WINDSORTECH, INC.


By /s/ David A. Loppert                 By /s/ Marc Sherman
  -------------------------------          -------------------------------
Authorized Officer                      President


                                      A-3-3

<PAGE>

                                                                     EXHIBIT A-4

                                 PROMISSORY NOTE


Borrower: Windsortech, Inc.                  Lender:   Mr. Carl C. Saracino
          70 Lake Drive                                70 Lake Drive
          Hightstown, NJ 08520                         Hightstown, NJ 08520
                                                       609-426-4666


 Principal Amount:                 Interest Rate:             Date of Note:
    $110,000.00                        12.00%                April 24, 2002

PROMISE TO PAY. Windsortech, Inc., a Delaware corporation ("Borrower"), promises
to pay to Mr. Carl C.  Saracino  ("Lender"),  or order,  in lawful  money of the
United  States of America,  the  principal  amount of One Hundred Ten Thousand &
00/100 Dollars  ($110,000.00),  together with interest at the rate of 12.00% per
annum on the unpaid  principal  balance from the date set forth above until paid
in full.

PAYMENT.  Borrower will pay interest on the outstanding principal amount of this
Note  monthly in arrears  until  this Note has been  repaid in full.  Borrower's
first  payment is due May 1, 2002,  and all  subsequent  payments are due on the
same day of each month after that. Unless previously  repaid, the full amount of
the  outstanding  principal  amount of this Note,  together will all accrued and
unpaid interest thereon will be due and payable on April 23, 2003 (the "Maturity
Date").  Unless otherwise agreed or required by applicable law, payments will be
applied first to any unpaid  collection costs and any late charges,  then to any
unpaid interest, and any remaining amount to principal. The annual interest rate
for this Note is computed on a 365/365 basis:  that is, by applying the ratio of
the annual interest rate over a year of 365 days,  multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal balance
is outstanding.  Borrower will pay Lender at Lender's  address shown above or at
such other  place as Lender may  designate  in writing.  Anything  herein to the
contrary  notwithstanding,  Borrower  shall pay all amounts due hereunder at the
Maturity  Date in lawful  money of the United  States  unless  Lender shall have
elected to instead be paid by  Borrower  (in whole or part) with such  number of
shares of the Borrower's capital stock as shall equal the result of dividing the
amount  not paid in cash by the  market  value  per  share of each  share of the
Borrower's capital stock as determined by an independent, professional valuation
firm on or about the date hereof.

PREPAYMENT.  Borrower may pay in the manner set forth above without  penalty all
or a portion of the amount owed earlier than it is due.  Early partial  payments
will not, unless agreed to by Lender in writing,  relieve Borrower of Borrower's
obligation to pay all amounts due hereunder.  Borrower agrees not to send Lender
payments  marked  "paid in full",  "without  recourse" or similar  language.  If
Borrower  sends  such a payment,  Lender  may  accept it  without  losing any of
Lenders  rights under this Note,  and Borrower will remain  obligated to pay any
further amount owed to Lender. All written  communications  concerning  disputed
amounts or that is tendered  with other  conditions  or  limitations  or as full
satisfaction  of a disputed  amount must be mailed or delivered  to: Mr. Carl C.
Saracino, 70 Lake Drive, Hightstown, NJ 08520.

LATE  CHARGE.  If a payment  is 10 days or more late,  Borrower  will be charged
5.000% of the  unpaid  portion  of the  regularly  scheduled  payment or $50.00,
whichever is greater.

                                     A-4-1

<PAGE>

INTEREST  AFTER  DEFAULT.  Upon  default,  including  failure  to pay upon final
maturity,  Lender,  at its  option,  may, if  permitted  under  applicable  law,
increase  the  interest  rate on this Note by 5.000  percentage  points.  In any
event,  the  interest  rate  will not  exceed  the  maximum  rate  permitted  by
applicable  law. If judgment is entered in connection  with this Note,  interest
will  continue to accrue on this Note after  judgment at the  existing  interest
rate provided for in this Note.

AGREEMENT  TO  SUBORDINATE.   Lender   irrevocably   acknowledges  that  he  has
irrevocably and unconditionally  agreed in a Loan Agreement between Borrower and
Lender dated the date hereof (the "Loan  Agreement') to subordinate  all or part
of his rights hereunder or under the Security  Agreement referred to in the Loan
Agreement  as  and  to the  extent  contemplated  in or  required  by  the  Loan
Agreement.

DEFAULT.  Each of the following shall  constitute an event of default ("Event of
Default") under this Note:

      Payment  Default.  Borrower  fails to make any payment when due under this
      Note.

      Other  Defaults.  Borrower  fails to comply  with or to perform  any other
      term,  obligation,  covenant or condition contained in this Note or in any
      of the related documents or agreements, including a Security Agreement, or
      to comply with or to perform any term,  obligation,  covenant or condition
      contained in any other  agreement,  instrument or document  between Lender
      and Borrower.

      Dissolution  or Insolvency.  The  dissolution or termination of Borrower's
      existence  as  a  going  business  or  the  insolvency  of  Borrower,  the
      appointment  of a  receiver  for any  part  of  Borrower's  property,  any
      assignment for the benefit of creditors,  any type of creditor workout, or
      the commencement of any proceeding under any bankruptcy or insolvency laws
      by or against Borrower.

      Creditor  or  Forfeiture  Proceedings.   Commencement  of  foreclosure  or
      forfeiture  proceedings,   whether  by  judicial  proceeding,   self-help,
      repossession  or any other  method,  by any creditor of Borrower or by any
      governmental  agency  against  any  collateral  securing  the  loan.  This
      includes a garnishment of any of Borrower's accounts.  However, this Event
      of Default shall not apply if there is a good faith dispute by Borrower as
      to the validity or  reasonableness  of the claim which is the basis of the
      creditor or forfeiture  proceeding  and if Borrower  gives Lender  written
      notice of the creditor or forfeiture  proceeding  and deposits with Lender
      monies or a surety bond for the creditor or forfeiture  proceeding,  in an
      amount determined by Lender, in its sole discretion,  as being an adequate
      reserve or bond for the dispute.

CURE PROVISIONS. If any default, other than a default in payment, is curable, it
may be cured (and no event of default will have  occurred)  if  Borrower,  after
receiving  written notice from Lender demanding cure of such default:  (1) cures
the default within five (5) days; or (2) if the cure requires more than five (5)
days, immediately initiates steps which Lender deems in Lender's sole discretion
to be sufficient to cure the default and thereafter  continues and completes all
reasonable  and  necessary  steps  sufficient  to produce  compliance as soon as
reasonably practical.

                                     A-4-2

<PAGE>


LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required
by applicable law, declare the entire unpaid principal  balance on this Note and
all accrued  unpaid  interest  immediately  due, and then Borrower will pay that
amount.

EXPENSES. If Lender institutes any suit or action to enforce any of the terms of
this Note, Lender shall be entitled to recover such sum as the court may adjudge
reasonable.  Whether or not any court action is involved,  and to the extent not
prohibited by law, all reasonable  expenses Lender incurs that, in Lender's sole
opinion,  are  necessary at any time for the  protection  of its interest or the
enforcement  of its rights shall become a part of the loan payable on demand and
shall  bear  interest  at the Note rate from the date of the  expenditure  until
repaid. Expenses covered by this paragraph include, without limitation,  however
subject to any limits under  applicable  law,  Lender's  expenses for bankruptcy
proceedings  (including  efforts  to  modify  or vacate  any  automatic  stay or
injunction),  and appeals,  to the extent permitted by applicable law.  Borrower
also will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower against
the other.

GOVERNING  LAW.  This  Note will be  governed  by,  construed  and  enforced  in
accordance with the laws of the State of New Jersey.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the jurisdiction of the courts of Mercer County, NJ.

GENERAL  PROVISIONS.  Lender may delay or forgo  enforcing  any of its rights or
remedies  under this Note without losing them.  Borrower,  to the fullest extent
allowed by law, waives  presentment,  demand for payment and notice of dishonor.
Upon any change in the terms of this Note, and unless otherwise expressly stated
in  writing,  no party  who  signs  this Note as maker  shall be  released  from
liability.  All such parties  agree that Lender may renew or extend  (repeatedly
and for any  length of time) this loan or release  any party or  collateral;  or
impair,  fail to  realize  upon or perfect  Lender's  security  interest  in the
collateral;  and take any other action  deemed  necessary by Lender  without the
consent  of or notice to anyone.  All such  parties  also agree that  Lender may
modify this loan without the consent of or notice to anyone other than the party
with  whom the  modification  is made.  If any  portion  of this Note is for any
reason determined to be unenforceable,  it will not affect the enforceability of
any other provisions of this Note.

IN WITNESS WHEREOF,  Borrower has executed and delivered this Promissory Note on
and as of the date set forth above.


[CORPORATE SEAL]                        BORROWER:
ATTEST:                                 WINDSORTECH, INC.


By /s/ David A. Loppert                 By /s/ Marc Sherman
  -------------------------------          -------------------------------
Authorized Officer                      President

                                      A-4-3

<PAGE>

                                                                     EXHIBIT A-5

                                 PROMISSORY NOTE


Borrower: Windsortech, Inc.                  Lender:   Mr. Michael P. Sheerr
          70 Lake Drive                                70 Lake Drive
          Hightstown, NJ 08520                         Hightstown, NJ 08520
                                                       609-426-4666


 Principal Amount:                  Interest Rate:            Date of Note:
    $110,000.00                         12.00%               April 24, 2002


PROMISE TO PAY. Windsortech, Inc., a Delaware corporation ("Borrower"), promises
to pay to Mr.  Michael P. Sheerr  ("Lender"),  or order,  in lawful money of the
United  States of America,  the  principal  amount of One Hundred Ten Thousand &
00/100 Dollars  ($110,000.00),  together with interest at the rate of 12.00% per
annum on the unpaid  principal  balance from the date set forth above until paid
in full.

PAYMENT.  Borrower will pay interest on the outstanding principal amount of this
Note  monthly in arrears  until  this Note has been  repaid in full.  Borrower's
first  payment is due May 1, 2002,  and all  subsequent  payments are due on the
same day of each month after that. Unless previously  repaid, the full amount of
the  outstanding  principal  amount of this Note,  together will all accrued and
unpaid interest thereon will be due and payable on April 23, 2003 (the "Maturity
Date").  Unless otherwise agreed or required by applicable law, payments will be
applied first to any unpaid  collection costs and any late charges,  then to any
unpaid interest, and any remaining amount to principal. The annual interest rate
for this Note is computed on a 365/365 basis:  that is, by applying the ratio of
the annual interest rate over a year of 365 days,  multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal balance
is outstanding.  Borrower will pay Lender at Lender's  address shown above or at
such other  place as Lender may  designate  in writing.  Anything  herein to the
contrary  notwithstanding,  Borrower  shall pay all amounts due hereunder at the
Maturity  Date in lawful  money of the United  States  unless  Lender shall have
elected to instead be paid by  Borrower  (in whole or part) with such  number of
shares of the Borrower's capital stock as shall equal the result of dividing the
amount  not paid in cash by the  market  value  per  share of each  share of the
Borrower's capital stock as determined by an independent, professional valuation
firm on or about the date hereof.

PREPAYMENT.  Borrower may pay in the manner set forth above without  penalty all
or a portion of the amount owed earlier than it is due.  Early partial  payments
will not, unless agreed to by Lender in writing,  relieve Borrower of Borrower's
obligation to pay all amounts due hereunder.  Borrower agrees not to send Lender
payments  marked  "paid in full",  "without  recourse" or similar  language.  If
Borrower  sends  such a payment,  Lender  may  accept it  without  losing any of
Lenders  rights under this Note,  and Borrower will remain  obligated to pay any
further amount owed to Lender. All written  communications  concerning  disputed
amounts or that is tendered  with other  conditions  or  limitations  or as full
satisfaction of a disputed amount must be mailed or delivered to: Mr. Michael P.
Sheerr, 70 Lake Drive, Hightstown, NJ 08520.

LATE  CHARGE.  If a payment  is 10 days or more late,  Borrower  will be charged
5.000% of the  unpaid  portion  of the  regularly  scheduled  payment or $50.00,
whichever is greater.

                                     A-5-1

<PAGE>


INTEREST  AFTER  DEFAULT.  Upon  default,  including  failure  to pay upon final
maturity,  Lender,  at its  option,  may, if  permitted  under  applicable  law,
increase  the  interest  rate on this Note by 5.000  percentage  points.  In any
event,  the  interest  rate  will not  exceed  the  maximum  rate  permitted  by
applicable  law. If judgment is entered in connection  with this Note,  interest
will  continue to accrue on this Note after  judgment at the  existing  interest
rate provided for in this Note.

AGREEMENT  TO  SUBORDINATE.   Lender   irrevocably   acknowledges  that  he  has
irrevocably and unconditionally  agreed in a Loan Agreement between Borrower and
Lender dated the date hereof (the "Loan  Agreement') to subordinate  all or part
of his rights hereunder or under the Security  Agreement referred to in the Loan
Agreement  as  and  to the  extent  contemplated  in or  required  by  the  Loan
Agreement.

DEFAULT.  Each of the following shall  constitute an event of default ("Event of
Default") under this Note:

      Payment  Default.  Borrower  fails to make any payment when due under this
      Note.

      Other  Defaults.  Borrower  fails to comply  with or to perform  any other
      term,  obligation,  covenant or condition contained in this Note or in any
      of the related documents or agreements, including a Security Agreement, or
      to comply with or to perform any term,  obligation,  covenant or condition
      contained in any other  agreement,  instrument or document  between Lender
      and Borrower.

      Dissolution  or Insolvency.  The  dissolution or termination of Borrower's
      existence  as  a  going  business  or  the  insolvency  of  Borrower,  the
      appointment  of a  receiver  for any  part  of  Borrower's  property,  any
      assignment for the benefit of creditors,  any type of creditor workout, or
      the commencement of any proceeding under any bankruptcy or insolvency laws
      by or against Borrower.

      Creditor  or  Forfeiture  Proceedings.   Commencement  of  foreclosure  or
      forfeiture  proceedings,   whether  by  judicial  proceeding,   self-help,
      repossession  or any other  method,  by any creditor of Borrower or by any
      governmental  agency  against  any  collateral  securing  the  loan.  This
      includes a garnishment of any of Borrower's accounts.  However, this Event
      of Default shall not apply if there is a good faith dispute by Borrower as
      to the validity or  reasonableness  of the claim which is the basis of the
      creditor or forfeiture  proceeding  and if Borrower  gives Lender  written
      notice of the creditor or forfeiture  proceeding  and deposits with Lender
      monies or a surety bond for the creditor or forfeiture  proceeding,  in an
      amount determined by Lender, in its sole discretion,  as being an adequate
      reserve or bond for the dispute.

CURE PROVISIONS. If any default, other than a default in payment, is curable, it
may be cured (and no event of default will have  occurred)  if  Borrower,  after
receiving  written notice from Lender demanding cure of such default:  (1) cures
the default within five (5) days; or (2) if the cure requires more than five (5)
days, immediately initiates steps which Lender deems in Lender's sole discretion
to be sufficient to cure the default and thereafter  continues and completes all
reasonable  and  necessary  steps  sufficient  to produce  compliance as soon as
reasonably practical.

                                     A-5-2

<PAGE>

LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required
by applicable law, declare the entire unpaid principal  balance on this Note and
all accrued  unpaid  interest  immediately  due, and then Borrower will pay that
amount.

EXPENSES. If Lender institutes any suit or action to enforce any of the terms of
this Note, Lender shall be entitled to recover such sum as the court may adjudge
reasonable.  Whether or not any court action is involved,  and to the extent not
prohibited by law, all reasonable  expenses Lender incurs that, in Lender's sole
opinion,  are  necessary at any time for the  protection  of its interest or the
enforcement  of its rights shall become a part of the loan payable on demand and
shall  bear  interest  at the Note rate from the date of the  expenditure  until
repaid. Expenses covered by this paragraph include, without limitation,  however
subject to any limits under  applicable  law,  Lender's  expenses for bankruptcy
proceedings  (including  efforts  to  modify  or vacate  any  automatic  stay or
injunction),  and appeals,  to the extent permitted by applicable law.  Borrower
also will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower against
the other.

GOVERNING  LAW.  This  Note will be  governed  by,  construed  and  enforced  in
accordance with the laws of the State of New Jersey.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the jurisdiction of the courts of Mercer County, NJ.

GENERAL  PROVISIONS.  Lender may delay or forgo  enforcing  any of its rights or
remedies  under this Note without losing them.  Borrower,  to the fullest extent
allowed by law, waives  presentment,  demand for payment and notice of dishonor.
Upon any change in the terms of this Note, and unless otherwise expressly stated
in  writing,  no party  who  signs  this Note as maker  shall be  released  from
liability.  All such parties  agree that Lender may renew or extend  (repeatedly
and for any  length of time) this loan or release  any party or  collateral;  or
impair,  fail to  realize  upon or perfect  Lender's  security  interest  in the
collateral;  and take any other action  deemed  necessary by Lender  without the
consent  of or notice to anyone.  All such  parties  also agree that  Lender may
modify this loan without the consent of or notice to anyone other than the party
with  whom the  modification  is made.  If any  portion  of this Note is for any
reason determined to be unenforceable,  it will not affect the enforceability of
any other provisions of this Note.

IN WITNESS WHEREOF,  Borrower has executed and delivered this Promissory Note on
and as of the date set forth above.


[CORPORATE SEAL]                        BORROWER:
ATTEST:                                 WINDSORTECH, INC.


By /s/ David A. Loppert                 By /s/ Marc Sherman
  -------------------------------          -------------------------------
Authorized Officer                      President


                                     A-5-3

<PAGE>

                                                                       EXHIBIT B

                               SECURITY AGREEMENT

Borrower:         Windsortech, Inc.
                  70 Lake Drive
                  Hightstown, NJ 08520

Secured Parties:  Mr. Marc Sherman
                  Mr. Edward L. Cummings
                  Mr. David A. Loppert
                  Mr. Carl C. Saracino
                  Mr. Michael P. Sheerr
                  70 Lake Drive
                  Hightstown, NJ 08520

Grantor:          Windsortech, Inc.
                  70 Lake Drive
                  Hightstown, NJ 08520

THIS SECURITY  AGREEMENT  dated as of April 24, 2002 is made and executed  among
Windsortech,  Inc., a Delaware  corporation  ("Grantor");  Windsortech,  Inc., a
Delaware corporation  ("Borrower");  and Marc Sherman, Edward L. Cummings, David
A. Loppert, Carl C. Saracino and Michael P. Sheer (collectively, "Lenders").

GRANT OF  SECURITY  INTEREST.  For  valuable  consideration,  Grantor  grants to
Lenders a Security Interest in the Collateral to secure the Indebtedness and the
Obligations  and  agrees  that  Lenders  shall  have the  rights  stated in this
Agreement  with respect to the  Collateral in addition to all other rights which
Lenders may have by law.

COLLATERAL  DESCRIPTION.  The word  "Collateral" as used in this Agreement means
all of Grantor's  following  described property in the possession of Lenders (or
in the  possession of a third party subject to the control of Lenders),  whether
existing now or later and whether tangible or intangible in character, including
without limitation each and all of the following:

      All of  the  Borrower/Grantor's  assets  of  whatever  kind  and  wherever
      located,  including  without  limitation,  its accounts,  contract rights,
      equipment, inventory, and all real, personal and intangible property

In addition,  the word  "Collateral"  includes all of Grantor's  above described
property  (however owned) derived from or relating to the foregoing,  whether or
not in the  possession of Lenders (or in the possession of a third party subject
to the  control of  Lenders),  whether  now or  hereafter  existing  and whether
tangible or intangible in character,  including  without  limitation each of the
following:

      (A) All property to which Lenders acquires title or documents of title.

                                      B-1

<PAGE>

      (B) All property assigned to Lenders.
      (C) All promissory notes, bills of exchange,  stock  certificates,  bonds,
      savings passbooks,  time certificates of deposit,  insurance policies, and
      all other Instruments and evidences of an obligation.
      (D)  All  records  relating  to any  of the  property  described  in  this
      Collateral  section,  whether  in  the  form  of  a  writing,   microfilm,
      microfiche, or electronic media.
      (E) All Income and Proceeds from the Collateral as defined herein.

CROSS-COLLATERALIZATION. In addition to the Indebtedness, this Agreement secures
all obligations,  debts and liabilities,  plus interest thereon,  of Borrower to
Lenders,  or any one or more of them,  as well as all claims by Lenders  against
Borrower,  whether  now  existing  or  hereafter  arising,  whether  related  or
unrelated to the purpose of the Note or the Loan Agreement, whether voluntary or
otherwise,  whether due or not due, direct or indirect,  absolute or contingent,
liquidated or unliquidated  and whether  Borrower may be liable  individually or
jointly with others, whether obligated as guarantor, surety, accommodation party
or  otherwise,  and whether  recovery  upon such amounts may be or hereafter may
become barred by any statute of limitations, and whether the obligation to repay
such amounts may be or hereafter may become otherwise unenforceable.

BORROWER'S WAIVERS AND RESPONSIBILITIES. Except as otherwise required under this
Agreement or by applicable law, (A) Borrower and Grantor agree that Lenders need
not tell  Borrower  or Grantor  about any  action or  inaction  Lenders  take in
connection   with  this   Agreement;   (B)  Borrower  and  Grantor   assume  the
responsibility  for being and keeping  informed  about the  Collateral;  and (C)
Borrower and Grantor  waive any defenses that may arise because of any action or
inaction  of Lenders,  including  without  limitation  any failure of Lenders to
realize  upon the  Collateral  or any delay by  Lenders  in  realizing  upon the
Collateral;  and Borrower agrees to remain liable under the Notes no matter what
action Lenders take or fail to take under this Agreement.

GRANTOR'S  REPRESENTATIONS  AND  WARRANTIES.  Grantor  warrants  that:  (A) this
Agreement is executed at  Borrower's  request and not at the request of Lenders;
(B) Grantor has the full right, power and authority to enter into this Agreement
and to pledge the Collateral to Lenders;  (C) Grantor has  established  adequate
means of  obtaining  from  Borrower  on a  continuing  basis  information  about
Borrower's financial  condition;  and (D) Lenders have made no representation to
Grantor about Borrower or Borrower's creditworthiness.

GRANTOR'S  WAIVERS.  Grantor waives all  requirements of  presentment,  protest,
demand, and notice of dishonor or non-payment to Grantor, Borrower, or any other
party to the Indebtedness or the Collateral. Lenders may do any of the following
with respect to any  obligation  of any Borrower,  without  first  obtaining the
consent of Grantor:  (A) grant any extension of time for any payment,  (B) grant
any renewal, (C) permit any modification of payment terms or other terms, or (D)
exchange or release any Collateral or other security.  No such act or failure to
act shall affect Lenders' rights against Grantor or the Collateral.

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL Grantor represents
and warrants to Lenders that:

                                      B-2

<PAGE>


      Ownership. Grantor is the lawful owner of the Collateral free and clear of
      all security interests,  liens, encumbrances,  registered pledges, adverse
      claims, and any other claims of others except as disclosed to and accepted
      by Lenders in writing prior to execution of this Agreement.

      Right to Pledge.  Grantor has the full right, power and authority to enter
      into this Agreement and to pledge the Collateral.

      Authority; Binding Effect. Grantor has the full right, power and authority
      to enter  into this  Agreement  and to grant a  security  interest  in the
      Collateral to Lenders.  This  Agreement is binding upon Grantor as well as
      Grantor's successors and assigns, and is legally enforceable in accordance
      with its terms.  The foregoing  representations  and  warranties,  and all
      other  representations and warranties  contained in this Agreement are and
      shall be  continuing  in nature and shall  remain in full force and effect
      until such time as this  Agreement is  terminated or cancelled as provided
      herein.

      No Further  Assignment.  Grantor  has not,  and shall not,  sell,  assign,
      transfer,  encumber or otherwise dispose of any of Grantor's rights in the
      Collateral except as provided in this Agreement.

      No Defaults.  There are no defaults  existing  under the  Collateral,  and
      there are no offsets or counterclaims  to the same.  Grantor will strictly
      and  promptly  perform  each  of  the  terms,  conditions,  covenants  and
      agreements,  if any, contained in the Collateral which are to be performed
      by Grantor.

      No  Violation.  The  execution  and  delivery of this  Agreement  will not
      violate any law or agreement  governing  Grantor or to which  Grantor is a
      party.

      LENDERS'S RIGHTS AND OBLIGATIONS  WITH RESPECT TO THE COLLATERAL.  Lenders
may hold the  Collateral  until all  Indebtedness  has been paid and  satisfied.
Lenders shall have the following  rights in addition to all other rights Lenders
may have by law:

      Maintenance  and Protection of  Collateral.  Lenders may, but shall not be
      obligated  to,  take such steps as they deem  necessary  or  desirable  to
      protect,  maintain,  insure, store, or care for the Collateral,  including
      paying of any liens or claims  against  the  Collateral.  This may include
      such things as hiring other people, such as attorneys, appraisers or other
      experts.  Lenders may charge  Grantor  for any cost  incurred in so doing.
      When  applicable  law  provides  more  than one  method of  perfection  of
      Lenders' security interest, Lenders may choose the method(s) to be used.

      Income and Proceeds  from the  Collateral.  Lenders may receive all Income
      and Proceeds and add it to the  Collateral.  Grantor  agrees to deliver to
      Lenders  immediately upon receipt,  in the exact form received and without
      commingling  with  other  property,  all  Income  and  Proceeds  from  the
      Collateral  which may be received by, paid, or delivered to Grantor or for

                                      B-3

<PAGE>

      Grantor's  account,  whether  as an  addition  to,  in  discharge  of,  in
      substitution of, or in exchange for any of the Collateral.

      Application  of Cash.  At  Lenders'  option,  Lenders  may apply any cash,
      whether  included in the  Collateral or received as Income and Proceeds or
      through  liquidation,  sale,  or  retirement,  of the  Collateral,  to the
      satisfaction of the  Indebtedness or such portion thereof as Lenders shall
      choose, whether or not matured.

      Transactions with Others. Lenders may (1) extend time for payment or other
      performance,  (2) grant a renewal or change in terms or conditions, or (3)
      compromise,  compound  or  release  any  obligation,  with any one or more
      Obligors or  endorsers of the  Indebtedness  as Lenders  deems  advisable,
      without obtaining the prior written consent of Grantor, and no such act or
      failure  to act  shall  affect  Lenders'  rights  against  Grantor  or the
      Collateral.

      All Collateral Secures Indebtedness.  All Collateral shall be security for
      the Indebtedness, whether the Collateral is located at one or more offices
      of Lenders.

      Collection of  Collateral.  Lenders at Lenders'  option may, but need not,
      collect the Income  directly from the  Obligors.  Grantor  authorizes  and
      directs the Obligors,  if Lenders decide to collect the Income, to pay and
      deliver to Lenders all Income from the Collateral  and to accept  Lenders'
      receipt for the payments.

      Power of  Attorney.  Grantor  irrevocably  appoints  Lenders as  Grantor's
      attorneys-in-fact,  with  full  power  of  substitution,  (a)  to  demand,
      collect, receive, receipt for, sue and recover all Income and Proceeds and
      other sums of money and other property  which may now or hereafter  become
      due,  owing or payable from the Obligors in  accordance  with the terms of
      the Collateral;  (b) to execute, sign and endorse any and all instruments,
      receipts,   checks,   drafts  and  warrants  issued  in  payment  for  the
      Collateral;  (c) to settle or compromise  any and all claims arising under
      the Collateral, and in the place and stead of Grantor, execute and deliver
      Grantor's  release and acquittance  for Grantor;  (d) to file any claim or
      claims or to take any action or institute or take part in any proceedings,
      either in  Lenders'  own names or in the name of  Grantor,  or  otherwise,
      which in the  discretion of Lenders may seem to be necessary or advisable;
      and (e) to execute in  Grantor's  name and to deliver to the  Obligors  on
      Grantor's  behalf,  at  the  time  and  in  the  manner  specified  by the
      Collateral, any necessary instruments or documents.

      Perfection  of Security  Interest.  Upon  Lenders'  request,  Grantor will
      deliver to Lenders any and all of the documents evidencing or constituting
      the  Collateral.  When  applicable  law  provides  more than one method of
      perfection of Lenders security interest,  Lenders may choose the method(s)
      to be used.  Upon  Lenders'  request,  Grantor  will sign and  deliver any
      writings necessary to perfect Lenders' security  interest.  Grantor hereby
      appoints Lenders as Grantors irrevocable attorneys-in-fact for the purpose
      of  executing  any  documents  necessary  to  perfect or to  continue  the
      security interest granted in this Agreement. This is a continuing Security
      Agreement  and will  continue in effect even though all or any part of the
      Indebtedness  is paid in full or even though for a period of time Borrower
      may not be Indebted to Lenders.

                                      B-4

<PAGE>


LENDERS'  EXPENDITURES.  If any action or  proceeding  is  commenced  that would
materially  affect  Lenders'  interest in the  Collateral or if Grantor fails to
comply with any provision of this Agreement or any Related Documents,  including
but not limited to  Grantor's  failure to  discharge or pay when due any amounts
Grantor is  required to  discharge  or pay under this  Agreement  or any Related
Documents,  Lenders on Grantor's behalf may (but shall not be obligated to) take
any  action  that  Lenders  deems  appropriate,  including  but not  limited  to
discharging or paying all taxes,  liens,  security  interests,  encumbrances and
other  claims,  at any time  levied or placed on the  Collateral  and paying all
costs  for  insuring,  maintaining  and  preserving  the  Collateral.  All  such
expenditures  incurred  or paid by  Lenders  for such  purposes  will  then bear
interest at the rate  charged  under the Note from the date  incurred or paid by
Lenders to the date of repayment  by Grantor.  All such  expenses  will become a
part of the Indebtedness and, at Lenders' option, will (A) be payable on demand;
(B) be added to the  balances  of the  Notes  and be  apportioned  among  and be
payable with any  installment  payments to become due during either (1) the term
of any applicable  insurance  policy; or (2) the remaining term of the Notes; or
(C) be treated as a balloon payment which will be due and payable at the earlier
of the Notes'  maturities.  The  Collateral  also will  secure  payment of these
amounts.  Such right shall be in addition  to all other  rights and  remedies to
which Lenders may be entitled upon Default.

LIMITATIONS  ON OBLIGATIONS  OF LENDERS.  Lenders shall use ordinary  reasonable
care in the  physical  preservation  and custody of the  Collateral  in Lenders'
possession,  but shall have no other obligation to protect the Collateral or its
value.   In  particular,   but  without   limitation,   Lenders  shall  have  no
responsibility  for (A) any  depreciation  in value of the Collateral or for the
collection or protection  of any Income and Proceeds  from the  Collateral,  (B)
preservation  of rights  against  parties to the  Collateral  or  against  third
persons, (C) ascertaining any maturities, calls, conversions, exchanges, offers,
tenders or similar matters  relating to any of the Collateral,  or (D) informing
Grantor about any of the above,  whether or not Lenders has or is deemed to have
knowledge  of such  matters.  Except as provided  above,  Lenders  shall have no
liability for depreciation or deterioration of the Collateral.

DEFAULT.  Each of the following shall  constitute an Event of Default under this
Agreement:

      Payment or  Performance  Default.  Borrower fails to make any payment when
      due under the Indebtedness.

      Other Defaults. Borrower or Grantor fails to comply with or to perform any
      other term, obligation,  covenant or condition contained in this Agreement
      or in any of the  Related  Documents  or to comply  with or to perform any
      term,  obligation,  covenant or condition contained in any other agreement
      between Lenders and Borrower or Grantor.

      False  Statements.  Any  warranty,  representation  or  statement  made or
      furnished to Lenders by Borrower or Grantor or on  Borrower's or Grantor's
      behalf under this Agreement,  the Notes, or the Related Documents is false
      or misleading in any material  respect,  either now or at the time made or
      furnished or becomes false or misleading at any time thereafter.

                                      B-5

<PAGE>


      Defective  Collateralization.   This  Agreement  or  any  of  the  Related
      Documents ceases to be in full force and effect (including  failure of any
      collateral  document) to create a valid and perfected security interest or
      lien) at any time and for any reason.

      Death  or  Insolvency.   The  dissolution  or  termination  of  Borrower's
      existence as a going business,  the insolvency of Borrower or Grantor, the
      appointment  of a  receiver  for  any  part  of  Borrower's  or  Grantor's
      property,  any  assignment  for the  benefit  of  creditors,  any  type of
      creditor  workout,  or  the  commencement  of  any  proceeding  under  any
      bankruptcy or insolvency laws by or against Borrower or Grantor.

      Creditor  or  Forfeiture  Proceedings.   Commencement  of  foreclosure  or
      forfeiture  proceedings,   whether  by  judicial  proceeding,   self-help,
      repossession  or any other method,  by any creditor of Borrower or Grantor
      or  by  any  governmental  agency  against  any  collateral  securing  the
      Indebtedness. This includes a garnishment of any of Borrower's or Grantors
      accounts, including deposit accounts, with Lenders. However, this Event of
      Default  shall not apply if there is a good faith  dispute by  Borrower or
      Grantor as to the  validity  or  reasonableness  of the claim which is the
      basis of the creditor or forfeiture  proceeding and if Borrower or Grantor
      gives Lenders written notice of the creditor or forfeiture  proceeding and
      deposits  with  Lenders  monies  or a  surety  bond  for the  creditor  or
      forfeiture  proceeding,  in an amount determined by Lenders, in their sole
      discretion, as being an adequate reserve or bond for the dispute.

      Cure  Provisions.  If any  default,  other than a default in  payment,  is
      curable,it  may be cured (and no event of default  will have  occurred) if
      Grantor,  after  receiving  written notice from Lenders  demanding cure of
      such  default:  (1) cures the default  within five (5) days; or (2) if the
      cure requires more than five (5) days,  immediately  initiates steps which
      Lenders  deems in Lenders'  sole  discretion  to be sufficient to cure the
      default  and  thereafter   continues  and  completes  all  reasonable  and
      necessary  steps  sufficient  to produce  compliance as soon as reasonably
      practical.

RIGHTS  AND  REMEDIES  ON  DEFAULT.  If an Event of  Default  occurs  under this
Agreement,  at any time thereafter,  Lenders may exercise any one or more of the
following rights and remedies:

      Accelerate   Indebtedness.   Declare  all   Indebtedness,   including  any
      prepayment  penalty which Borrower  would be required to pay,  immediately
      due and payable, without notice of any kind to Borrower or Grantor.

      Collect the  Collateral.  Collect any of the  Collateral  and, at Lenders'
      option and to the extent permitted by applicable law, retain possession of
      the Collateral while suing on the Indebtedness.

      Sell or  distribute  the  Collateral.  Sell the  Collateral,  at  Lenders'
      discretion,  as a unit or in  parcels,  at one or more  public or  private
      sales or distribute the Collateral as otherwise provided in this Agreement
      or the Loan Agreement. Unless the Collateral is perishable or threatens to
      decline speedily in value or is of a type customarily sold on a recognized
      market,  Lenders shall give or mail to Grantor,  or any of them, notice at

                                      B-6

<PAGE>

      least ten (10) days in advance  of the time and place of any public  sale,
      or of the date after which any private  sale may be made.  Notwithstanding
      the  foregoing,  no such or other  notice  shall be  required  if  Lenders
      determine to distribute  the  Collateral to themselves as provided in this
      Agreement or the Loan  Agreement.  Grantor agrees that any  requirement of
      reasonable  notice is satisfied if Lenders  malls notice by ordinary  mail
      addressed  to Grantor,  or any of them,  at the last  address  Grantor has
      given  Lenders  in  writing.  If a  public  sale is held,  there  shall be
      sufficient  compliance with all  requirements of notice to the public by a
      single  publication in any newspaper of general  circulation in the county
      where the Lenders are  located,  setting  forth the time and place of sale
      and a brief  description  of the  property  to be sold.  Lenders  may be a
      purchaser at any public sale.

      Foreclosure.  Maintain a  judicial  suit for  foreclosure  and sale of the
      Collateral.

      Transfer Title.  Effect transfer of title upon sale or distribution of all
      or part of the Collateral.  For this purpose, Grantor irrevocably appoints
      Lenders  as   Grantor's   attorneys-in-fact   to   execute   endorsements,
      assignments  and  instruments  in the name of Grantor and each of them (if
      more than one) as shall be necessary or reasonable.

      Other Rights and Remedies.  Have and exercise any or all of the rights and
      remedies  of a  secured  creditor  under  the  provisions  of the  Uniform
      Commercial Code, at law, in equity, or otherwise.

      Application of Proceeds.  Apply any cash which is part of the  Collateral,
      or which is received  from the  collection or sale of the  Collateral,  to
      reimbursement  of any expenses,  including any costs for  registration  of
      securities,  commissions  incurred in connection with a sale,  permissible
      fees and court costs,  whether or not there is a lawsuit and including any
      fees on appeal,  incurred by Lenders in connection with the collection and
      sale of such Collateral and to the payment of the Indebtedness of Borrower
      to Lenders,  with any excess funds to be paid to Grantor as the  interests
      of Grantor may appear. Borrower agrees, to the extent permitted by law, to
      pay any deficiency after  application of the proceeds of the Collateral to
      the Indebtedness.

      Election of Remedies.  Except as may be prohibited by applicable  law, all
      of Lenders' rights and remedies,  whether evidenced by this Agreement, the
      Related Documents, or by any other writing, shall be cumulative and may be
      exercised  singularly or  concurrently.  Election by Lenders to pursue any
      remedy will not bar any other remedy, and an election to make expenditures
      or to  take  action  to  perform  an  obligation  of  Grantor  under  this
      Agreement,  after Grantor's failure to perform,  shall not affect Lenders'
      right to declare a default and exercise its remedies.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement:

      Amendments.   This  Agreement,   together  with  any  Related   Documents,
      constitutes  the entire  understanding  and agreement of the parties as to
      the matters set forth in this Agreement.  No alteration of or amendment to

                                      B-7

<PAGE>

      this  Agreement  shall be effective  unless given in writing and signed by
      the party or parties  sought to be charged or bound by the  alteration  or
      amendment.

      Expenses.  If Lenders  institute  any suit or action to enforce any of the
      terms of this Agreement,  Lenders shall be entitled to recover such sum as
      the court  may  adjudge  reasonable.  Whether  or not any court  action is
      involved, and to the extent not prohibited by law, all reasonable expenses
      Lenders incurs that in Lenders'  opinion are necessary at any time for the
      protection of its interest or the enforcement of its rights shall become a
      part of the Indebtedness  payable on demand and shall bear interest at the
      Notes'  rates  from the date of the  expenditure  until  repaid.  Expenses
      covered by this paragraph include, without limitation,  however subject to
      any  limits  under  applicable  law,   Lenders'  expenses  for  bankruptcy
      proceedings  (including  efforts to modify or vacate any automatic stay or
      injunction),   appeals,  and  any  anticipated   post-judgment  collection
      services, to the extent permitted by applicable law. Grantor also will pay
      any court costs, in addition to all other sums provided by law.

      Caption  Headings.  Caption headings in this Agreement are for convenience
      purposes only and are not to be used to interpret or define the provisions
      of this Agreement.

      Governing Law. This Agreement will be governed by,  construed and enforced
      in accordance with federal law and the laws of the State of New Jersey.

      Choice of Venue.  If there is a  lawsuit,  Grantor  agrees  upon  Lenders'
      request  to submit to the  jurisdiction  of the  courts of Mercer  County,
      State of New Jersey.

      No Waiver by  Lenders.  Lenders  shall  not be deemed to have  waived  any
      rights  under this  Agreement  unless  such waiver is given in writing and
      signed  by  Lenders.  No  delay or  omission  on the  part of  Lenders  in
      exercising  any right shall operate as a waiver of such right or any other
      right.  A waiver by Lenders of a  provision  of this  Agreement  shall not
      prejudice  or  constitute a waiver of Lenders'  right  otherwise to demand
      strict  compliance  with that  provision  or any other  provision  of this
      Agreement.  No prior waiver by Lenders,  nor any course of dealing between
      Lenders and Grantor,  shall  constitute a waiver of any of Lenders' rights
      or of any of Grantor' obligations as to any future transactions.  Whenever
      the consent of Lenders is required under this  Agreement,  the granting of
      such consent by Lenders in any instance  shall not  constitute  continuing
      consent to subsequent  instances where such consent is required and in all
      cases such  consent may be granted or withheld in the sole  discretion  of
      Lenders.

      Notices.  Unless otherwise provided by applicable law, any notice required
      to be given under this Agreement  shall be given in writing,  and shall be
      effective when actually delivered, when actually received by telefacsimile
      (unless  otherwise  required by law),  when  deposited  with a  nationally
      recognized  overnight courier, or, if mailed, when deposited In the United
      States mail, as first class, certified or registered mail postage prepaid,
      directed to the addresses shown near the beginning of this Agreement.  Any
      party may change its address for notices  under this  Agreement  by giving
      formal written notice to the other parties, specifying that the purpose of

                                      B-8

<PAGE>

      the notice is to change the party's address. For notice purposes,  Grantor
      agrees to keep Lenders informed at all times of Grantor's current address.

      Severability.  If a court of competent jurisdiction finds any provision of
      this  Agreement  to  be  illegal,  invalid  or  unenforceable  as  to  any
      circumstance, that finding shall not make the offending provision illegal,
      invalid or unenforceable as to any other  circumstance.  If feasible,  the
      offending provision shall be considered modified so that it becomes legal,
      valid and enforceable.  If the offending  provision cannot be so modified,
      it shall be  considered  deleted  from this  Agreement.  Unless  otherwise
      required by law, the illegality,  invalidity,  or  unenforceability of any
      provision of this  Agreement  shall not affect the  legality,  validity or
      enforceability of any other provision of this Agreement.

      Successor  Interests.  The terms of this  Agreement  shall be binding upon
      Grantor,   and  upon  Grantor's  successors  and  assigns,  and  shall  be
      enforceable by Lenders and their heirs, successors and assigns.

      Time is of the Essence.  Time is of the essence in the performance of this
      Agreement.

      Waive Jury.  All parties to this  Agreement  hereby waive the right to any
      jury trial in any action, proceeding, or counterclaim brought by any party
      against any other party.

DEFINITIONS.  The following capitalized words and terms shall have the following
meanings  when  used  in  this  Agreement.  Unless  specifically  stated  to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the  plural,  and the plural  shall  include  the  singular,  as the context may
require.  Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code:

      Agreement.  The word "Agreement"  means this Security  Agreement,  as this
      Security Agreement may be amended or modified from time to time,  together
      with all exhibits and schedules  attached to this Security  Agreement from
      time to time.

      Borrower.  The  word  "Borrower"  means  Windsortech,   Inc.,  a  Delaware
      corporation, and its successors and assigns.

      Collateral.  The word "Collateral" means all of Grantor's right, title and
      interest  in and to all the  Collateral  as  described  in the  Collateral
      Description section of this Agreement.

      Default.  The word "Default" means the Default set forth in this Agreement
      in the section titled "Default".

      Event of Default.  The words "Event of Default"  mean any of the Events of
      Default  set  forth  in this  Agreement  in the  Default  section  of this
      Agreement.

      Grantor.   The  word  "Grantor"  means   Windsortech,   Inc.,  a  Delaware
      corporation.

                                      B-9

<PAGE>


      Income and Proceeds.  The words "Income and Proceeds" mean all present and
      future income,  proceeds,  earnings,  increases, and substitutions from or
      for the Collateral of every kind and nature,  including without limitation
      all payments, interest, profits, distributions, benefits, rights, options,
      warrants,   dividends,   stock  dividends,  stock  splits,  stock  rights,
      regulatory dividends,  subscriptions,  monies, claims for money due and to
      become due,  proceeds of any insurance on the Collateral,  shares of stock
      of different par value or no par value issued in  substitution or exchange
      for shares included in the Collateral,  whether  voluntary or involuntary,
      by agreement or by  operation  of law, and all other  property  Grantor is
      entitled  to receive on account of such  Collateral,  including  accounts,
      documents, instruments, chattel paper, and general intangibles.

      Indebtedness.  The word "Indebtedness" means the indebtedness evidenced by
      the Notes (or any Related Documents), including all principal and interest
      together  with all other  indebtedness  and costs and  expenses  for which
      Borrower is  responsible  under this Agreement or under any of the Related
      Documents.  The liens and  security  interests  created  pursuant  to this
      Agreement  covering  the  Indebtedness  which may be created in the future
      shall relate back to the date of this Agreement.  In addition, and without
      limitation, the term "Indebtedness" includes all amounts identified in the
      Cross-Collateralization and Future Advances paragraphs as contained in one
      or more of the Related Documents.

      Lenders. The word "Lenders" means Marc Sherman, Edward L. Cummings,  David
      A.  Loppert,  Carl C.  Saracino  and Michael P.  Sheerr,  and their heirs,
      personal representatives, successors and assigns.

      Loan.  The word  "Loan"  shall  have the  meaning  given to it in the Loan
      Agreement.

      Loan Agreement.  The word "Loan  Agreement" means the Loan Agreement dated
      April 24, 2002 by and among Borrower,  Grantor and Lenders,  to which this
      Agreement is an exhibit.

      Notes.  The word  "Notes"  means the Notes  executed  by  Borrower  in the
      individual principal amounts of $110,000.00 dated April 24, 2002, together
      with all renewals of, extensions of,  modifications  of,  refinancings of,
      consolidations of, and substitutions for the note or credit agreement.

      Obligor.  The word "Obligor" means without  limitation any and all persons
      obligated to pay money or to perform some other act under the Collateral.

      Related Documents.  The words "Related Documents" mean the Loan Agreement,
      the Notes and all promissory notes,  credit  agreements,  loan agreements,
      environmental  agreements,  guaranties,  security  agreements,  mortgages,
      deeds of  trust,  security  deeds,  collateral  mortgages,  and all  other
      instruments,  agreements and documents, whether now or hereafter existing,
      executed in connection with the Indebtedness.

BORROWER  AND  GRANTOR  HAVE  READ AND  UNDERSTOOD  ALL THE  PROVISIONS  OF THIS
SECURITY  AGREEMENT  AND AGREE TO ITS TERMS.  THIS  AGREEMENT IS DATED APRIL 24,
2002.  THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT

                                      B-10

<PAGE>

IS AND SHALL CONSTIITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO
LAW.

                                              GRANTOR:
                                              WINDSORTECH, INC.


                                              By /s/ Marc Sherman
                                                 -------------------------------
                                                       President

                                              BORROWER:
                                              WINDSORTECH, INC.


                                              By /s/ Marc Sherman
                                                 -------------------------------
                                                       President


                                      B-11

<PAGE>

                                                                       EXHIBIT C

                             INTERCREDITOR AGREEMENT

      Intercreditor   Agreement   (this   "Intercreditor   Agreement"   or  this
"Agreement")  dated as of April 24, 2002,  by,  between,  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" or the  "Borrower"),  with an address at 70
Lake Drive,  Hightstown,  NJ 08520.  Sherman,  Cummings,  Loppert,  Saracino and
Sheerr are sometimes  hereinafter referred to, individually,  as a "Shareholder"
or "Lender" and, collectively, as the "Shareholders" or "Lenders".

                                    Recitals

      Whereas,  pursuant  to a  Loan  Agreement  dated  as of the  date  hereof,
Borrower  proposes to borrow from Lenders an  aggregate  of Five  Hundred  Fifty
Thousand Dollars  ($550,000.00)  (the "Loan"),  which Loan is to be evidenced by
five   separate   Promissory   Notes   delivered  by  Borrower  to  the  Lenders
(individually,  a "Note" and collectively,  the "Notes"),  a Security  Agreement
dated as of the date  hereof  (the  "Security  Agreement")  and UCC-1  financing
statements (collectively, the "Loan Documents").

      Whereas,  Borrower's  obligations  under the Loan Documents are secured by
the Collateral referred to in the Security Agreement ("Collateral").

      Whereas,  Lenders have filed UCC-1 financing  statements against assets of
Borrower.

      NOW THEREFORE, in order to induce the Lenders to make the Loan to Borrower
under the Loan  Documents  and for other good and  valuable  consideration,  the
receipt and sufficiency of which is acknowledged, the Lenders and Borrower, each
intending to be legally bound, agree as follows:

      1.  Definition.  "Liabilities"  means all  liabilities,  whether  primary,
secondary,  direct,  contingent,  sole, joint or several, similar or dissimilar,
related, or unrelated, and interest thereon,  heretofore, now, or hereafter owed
by Borrower to Lenders.

      2. Lenders' Rights. With respect to any of the Liabilities, Lenders may at
any time:

      (a) renew or extend the time for payment of all or any part thereof;

      (b) accept additional or replacement Collateral therefor;

      (c) add or replace any party primarily or secondarily  obligated  thereon;
and

      (d) release all or any part of the Collateral.

      3. Intercreditor of Lien Priorities.

                                      C-1

<PAGE>


      Until  all  Liabilities  have  been  paid in full,  any  payments  made by
Borrower in respect of the Loan shall be made in equal  amounts to and among the
Lenders, who agree to apportion all amounts so paid to any of them in accordance
with this sentence so that, without his consent, no Lender receives any payments
from Borrower before or in preference to any other Lender.  Without limiting the
generality of the  foregoing,  Lenders agree that no action will be taken by any
of  them  in  respect  of  the  Loan  or the  Collateral  to  the  detriment  or
disadvantage of any other Lender.

      4. Bankruptcy.

      If Borrower becomes a debtor in a case under the United States  Bankruptcy
Code or any  similar  Federal or State  statute,  or  Borrower  or its  property
becomes subject to any other kind of insolvency,  receivership,  liquidation, or
dissolution proceeding:

      (a) All Lenders shall be treated  equally to the fullest  extent  possible
and

      (b) All distributions of property in such case or proceeding on account of
the  Loan  shall  be  distributed  equally  to  Lenders  until  all  Liabilities
(including, without limitation,  interest accrued on this Liabilities (after the
initiation of any case under the United States Bankruptcy Code or any other such
case or proceeding, whether or not such interest is an allowed claim against the
debtor in such case or proceeding) have been paid in full.

      5. Restrictions on Assignment.

      Lenders have not heretofore sold,  transferred or assigned, and shall not,
without the agreement of the buyer,  transferee  or assignee to this  Agreement,
sell, transfer or assign, in whole or in part, any of the Indebtedness evidenced
by any of the Notes.

      6. Notices.

      All  notices,  requests,  demands  and other  communications  required  or
permitted under this Agreement or by law shall be in writing and shall be deemed
to have been duly given,  made a received only when delivered against receipt or
when deposited in the United States mails,  certified or registered mail, return
receipt requested,  postage prepaid,  addressed as set forth below, and actually
presented at the address of the noticed party.

      If to any of the Lenders:

                  [Name of Lender]
                  70 Lake Drive
                  Hightstown, NJ 08520

                  With a copy to:

                  Mr. David A. Loppert
                  Windsortech, Inc.
                  70 Lake Drive
                  Hightstown, NJ 08520

                                      C-2
<PAGE>

      If to Borrower:

                  Windsortech, Inc.
                  70 Lake Drive
                  Hightstown, NJ 08520
                  Attention: Mr. Marc Sherman

Any  addressee may alter the address to which  communications  are to be sent by
giving  notice of such change of address in  conformity  with the  provisions of
this paragraph for the giving of notice.

      7. Counterparts.

      This Agreement may be executed simultaneously in one or more counterparts,
including by fax,  each of which shall be deemed an  original,  but all of which
together shall constitute one and the same instrument.

      8. Entire Agreement.

      This Agreement  constitutes the entire  understanding  between the parties
hereto  concerning the subject matter of this Agreement.  This Agreement may not
be amended,  except by an instrument in writing duly executed by all the parties
hereto.  All  representations,  warranties,  covenants,  terms,  conditions  and
provisions of this  Agreement  shall be binding upon and inure to the benefit of
the respective representatives,  successors and permitted assigns of the parties
hereto.

      9. Further Actions.

      At any time and from  time to time  after  the date of  execution  of this
Agreement,  each party shall, without further  consideration,  take such actions
and execute and deliver such documents as the other party may reasonably request
to carry out the transactions contemplated by this Agreement.

      10. Governing Law.

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

      IN WITNESS  WHEREOF,  the parties  hereto have set their hand and seal the
day and year first written above.

                                      C-3

<PAGE>

                                            LENDERS:

WITNESS:

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

WITNESS:

/s/ David A. Loppert                        /s/       Edward L. Cummings
------------------------------------        ------------------------------------

WITNESS:

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

WITNESS:

/s/ David A. Loppert                        /s/        Carl C. Saracino
------------------------------------        ------------------------------------

WITNESS:

/s/ David A. Loppert                        /s/        Michael P. Sheerr
------------------------------------        ------------------------------------


                                            BORROWER:

[CORPORATE SEAL]                            WINDSORTECH, INC.
ATTEST:

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


                                      C-4