Exhibit
      4.5








**THIS
      COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING
      THIS
      COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH
      SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
      COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT,
      OR
      (C) IF REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
      IN ADDITION, A SECURITIES PURCHASE AGREEMENT ("PURCHASE AGREEMENT"), DATED
      THE
      DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL
      EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES,
      INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH LIMIT THE EXERCISE RIGHTS OF
      THE
      HOLDER AND SPECIFY MANDATORY REDEMPTION OBLIGATIONS OF THE
      COMPANY.**





---------------------------------------





**WindsorTech,
      Inc.**





**COMMON
      STOCK PURCHASE WARRANT**





Number
      of
      shares: Up to 83,400





Holder:
            Guerrilla
                IRA Partners237
                Park Ave.New
                York, NY 10017





Expiration
      Date: May 18, 2009




Exercise
      Price per Share: $3.60








WindsorTech,
      a company organized and existing under the laws of the State of Delaware (the
      “ **Company** ”),
      hereby certifies that, for value received, Guerrilla
      IRA Partners ,


or
      its
      registered assigns (the “ **Warrant
      Holder** ”),
      is
      entitled, subject to the terms set forth below, to purchase from the Company
      up
      to 41,700 shares
      (the “ **Warrant
      Shares** ”)
      of
      common stock, $0.001 par value (the “ **Common
      Stock** ”),
      of
      the Company (each such share, a “ **Warrant
      Share** ”
and
      all
      such shares, the “ **Warrant
      Shares** ”)
      at
      $3.60 (the “ **Exercise
      Price** ”),
      at
      any time and from time to time from and after the date thereof and through
      and
      including 5:00 p.m. New York City time on May 17, 2009 (the “Expiration Date”),
      and subject to the following terms and conditions:






**COMMON
            STOCK PURCHASE WARRANT**
 **PAGE 1** **OF
            9**





**1.**  **Registration
      of Warrant.** The
      Company shall register this Warrant upon records to be maintained by the Company
      for that purpose (the “ **Warrant
      Register** ”),
      in
      the name of the record Warrant Holder hereof from time to time. The Company
      may
      deem and treat the registered Warrant Holder of this Warrant as the absolute
      owner hereof for the purpose of any exercise hereof or nay distribution to
      the
      Warrant Holder, and for all other purposes, and the Company shall not be
      affected by notice to the contrary.





**2.**  **Investment
      Representation.** The
      Warrant Holder by accepting this Warrant represents that the Warrant Holder
      is
      acquiring this Warrant for its own account or the account of an affiliate for
      investment purposes and not with the view to any offering or distribution and
      that the Warrant Holder will not sell or otherwise dispose of this Warrant
      or
      the underlying Warrant Shares in violation of applicable securities laws. The
      Warrant Holder acknowledges that the certificates representing any Warrant
      Shares will bear a legend indicating that they have not been registered under
      the United States Securities Act of 1933, as amended (the “ **1933
      Act** ”)
      and
      may not be sold by the Warrant Holder except pursuant to an effective
      registration statement or pursuant to an exemption from registration
      requirements of the 1933 Act and in accordance with federal and state securities
      laws. If this Warrant was acquired by the Warrant Holder pursuant to the
      exemption from the registration requirements of the 1933 Act afforded by
      Regulation S thereunder, the Warrant Holder acknowledges and covenants that
      this
      Warrant may not be exercised by or on behalf of a Person during the one year
      distribution compliance period (as defined in Regulation S) following the date
      hereof. **“** **Person** **”** means an
      individual, partnership, firm, limited liability company, trust, joint venture,
      association, corporation, or any other legal entity.





**3.**  **Validity
      of Warrant and Issue of Shares.** The
      Company represents and warrants that this Warrant has been duly authorized
      and
      validly issued and warrants and agrees that all of Common Stock that may be
      issued upon the exercise of the rights represented by this Warrant will, when
      issued upon such exercise, be duly authorized, validly issued, fully paid and
      non-assessable and free from all taxes, liens and charges with respect to the
      issue thereof. The Company further warrants and agrees that during the period
      within which the rights represented by this Warrant may be exercised, the
      Company will at all times have authorized and reserved a sufficient number
      of
      Common Stock to provide for the exercise of the rights represented by this
      Warrant.














**COMMON
            STOCK PURCHASE WARRANT**
 **PAGE 2** **OF
            9**











**4.**
            **Registration
                of Transfers and Exchange of
                Warrants.**





**a.** Subject
      to compliance with the legend set forth on the face of this Warrant, the Company
      shall register the transfer of any portion of this Warrant in the Warrant in
      the
      Warrant Register, upon surrender of this Warrant with the Form of Assignment
      attached hereto duly completed and signed, to the Company at the office
      specified in or pursuant to Section 9. Upon any such registration or transfer,
      a
      new warrant to purchase Common Stock, in substantially the same form of this
      Warrant (any such new warrant, a “ **New
      Warrant** ”),
      evidencing the portion of this Warrant so transferred shall be issued to the
      transferee and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, shall be issued to the transferring Warrant Holder.
      The acceptance of the New Warrant by the transferee thereof shall be deemed
      the
      acceptance of such transferee of all of the rights and obligations of a Warrant
      Holder of a Warrant.





**b** . **** This
      Warrant is exchangeable, upon the surrender hereof by the Warrant Holder to
      the
      office of the Company specified in or pursuant to Section 9 for one or more
      New
      Warrants, evidencing in the aggregate the right to purchase the number of
      Warrant Shares which may then be purchased hereunder. Any such New Warrant
      will
      be dated the date of such exchange.





**5.**
            **Exercise
                of Warrants.**





**a.** Upon
      surrender of this Warrant with the Form of Election to Purchase attached hereto
      duly completed and signed to the Company, at its address set forth in Section
      9,
      and upon payment and delivery of the Exercise Price per Warrant Share multiplied
      by the number of Warrant Shares that the Warrant Holder intends to purchase
      hereunder, in lawful money of the United States of America, in cash or by
      certified or official bank check or checks, to the Company, all as specified
      by
      the Warrant Holder in the Form of Election to Purchase, the Company shall
      promptly (but in no event later than 7 business days after the Date of Exercise
      [as defined herein]) issue or cause to be issued and cause to be delivered
      to or
      upon the written order of the Warrant Holder and in such name or names as the
      Warrant Holder may designate (subject to the restrictions on transfer described
      in the legend set forth on the face of this Warrant), a share certificate of
      Company common stock for the Warrant Shares issuable upon such exercise, with
      such restrictive legend as required by the 1933 Act. Any person so designated
      by
      the Warrant Holder to receive Warrant Shares shall be deemed to have become
      holder of record of such Warrant Shares as of the Date of Exercise of this
      Warrant.





**b.** A “Date
      of Exercise” means the date on which the Company shall have received (i) this
      Warrant (or any New Warrant, as applicable), with the Form of Election to
      Purchase attached hereto (or attached to such New Warrant) appropriately
      completed and duly signed, and (ii) payment of the Exercise Price for the number
      of Warrant Shares so indicated by the Warrant Holder to be
      purchased.






**COMMON
            STOCK PURCHASE WARRANT**
 **PAGE 3** **OF
            9**





**c.** This
      Warrant shall be exercisable at any time and from time to time for such number
      of Warrant Shares as is indicated in the attached Form of Election To Purchase.
      If less than all of the Warrant Shares which may be purchased under this Warrant
      are exercised at any time, the Company shall issue or cause to be issued, at
      its
      expense, a New Warrant utilizing this form of Warrant evidencing the right
      to
      purchase the remaining number of Warrant Shares for which no exercise has been
      evidenced by this Warrant.





**d** .
      (i) **** Notwithstanding
      anything contained herein to the contrary, the holder of this Warrant may,
      at
      its election exercised in its sole discretion, exercise this Warrant in whole
      or
      in part and, in lieu of making the cash payment otherwise contemplated to be
      made to the Company upon such exercise in payment of the Aggregate Exercise
      Price, elect instead to receive upon such exercise the “ **Net
      Number** ”
of
      shares of Common Stock determined according to the following formula (a
“ **Cashless
      Exercise** ”):


Net
      Number = (A x (B - C))/B





(ii)
      For
      purposes of the foregoing formula:




A=
      the
      total number shares with respect to which this Warrant is then being
      exercised.




B=
      the
      last reported sale price (as reported by Bloomberg) of the Common Stock on
      immediately preceding the date of the Exercise Notice.




C=
      the
      Warrant Exercise Price then in effect at the time of such exercise.





(i).  The
      holder of this Warrant agrees not to elect for a period of one (1) year a
      Cashless Exercise. The holder of this Warrant also agrees not to elect a
      Cashless Exercise so long as there is an effective registration statement for
      the shares underlying this Warrant.





**Call
      by the Company** **.** This
      Warrant contains a callable feature until May 17,


2005
      requiring the automatic exercise if during the period commencing one year from
      the date of issuance of each Warrant at any closing public market price of
      the
      Company’s common stock is equal to or in excess of the callable price of $5.40
      for a period of twenty (20) consecutive days and there is an effective
      Registration Statement covering the shares of Common Stock underlying this
      Warrant (“Automatic Exercise”) during such twenty (20) consecutive day period.
      Upon occurrence of the Automatic Exercise, the Company shall provide the Holder
      with notice of such Automatic Conversion (“Automatic Exercise Notice”). Upon
      receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in
      whole
      , this Warrant within ten (10) days; or (ii) notify the Company of its intent
      to
      transfer this Warrant pursuant to Section 4 of this Warrant. In the event that
      the Holder elects to transfer this Warrant pursuant to Section 4 of this
      Warrant, then the subsequent holder of this Warrant must exercise this Warrant
      on or before the thirtieth (30) day after notification of intent to transfer
      this Warrant. In the event that this Warrant is exercised, the Holder must
      deliver to the Company at its office at 70
      Lake
      Drive, Hightstown, NJ 08520, Attention: Ed Cummings; with a copy to
      Burger ,
      Trailor
& Farmer, P.A., 1601 Forum Place, Suite 404, West Palm Beach, Florida 33401
      on or before 3:00 p.m., Eastern Time, on the required date, (i) Form of
      Election to Purchase properly executed and completed by Holder or an authorized
      officer thereof, (ii) a check payable to the order of the Company, in an
      amount equal to the product of the Exercise Price ***multiplied
      by*** the
      number of Warrant Shares specified in the Exercise Notice, ***and*** (iii) this Warrant. If the Holder does not exercise this Warrant within ten
      (10) days from receipt of the Automatic Exercise Notice or, in the event that
      this Warrant has been transferred pursuant to Section 4 of this Warrant, the
      subsequent holder of this Warrant does not exercise this Warrant within thirty
      (30) days after notification of intent to transfer this Warrant, then this
      Warrant will expire.






**COMMON
            STOCK PURCHASE WARRANT**
 **PAGE 4** **OF
            9**




**6.**  **Adjustment
      of Exercise Price and Number of Shares** .
      The
      character of the shares of stock or other securities at the time issuable upon
      exercise of this Warrant and the Exercise Price therefor, are subject to
      adjustment upon the occurrence of the following events:





**a.**  **Adjustment
      for Stock Splits, Stock Dividends, Recapitalizations, Etc.** The
      Exercise Price of this Warrant and the number of shares of Common Stock or
      other
      securities at the time issuable upon exercise of this Warrant shall be
      appropriately adjusted to reflect any stock dividend, stock split, combination
      of shares, reclassification, recapitalization or other similar event affecting
      the number of outstanding shares of stock or securities.





**b.**  **Adjustment
      for Reorganization, Consolidation, Merger, Etc.** In case
      of any consolidation or merger of the Company with or into any other
      corporation, entity or person, or any other corporate reorganization, in which
      the Company shall not be the continuing or surviving entity of such
      consolidation, merger or reorganization (any such transaction being hereinafter
      referred to as a **"** **Reorganization"** ), then, in
      each case, the holder of this Warrant, on exercise hereof at any time after
      the
      consummation or effective date of such Reorganization (the " **Effective
      Date** "),
      shall
      receive, in lieu of the shares of stock or other securities at any time issuable
      upon the exercise of the Warrant issuable on such exercise prior to the
      Effective Date, the stock and other securities and property (including cash)
      to
      which such holder would have been entitled upon the Effective Date if such
      holder had exercised this Warrant immediately prior thereto (all subject to
      further adjustment as provided in this Warrant).





**c.** **Certificate
      as to Adjustments** **.** In case
      of any


adjustment
      or readjustment in the price or kind of securities issuable on the exercise
      of
      this Warrant, the Company will promptly give written notice thereof to the
      holder of this Warrant in the form of a certificate, certified and confirmed
      by
      the Board of Directors of the Company, setting forth such adjustment or
      readjustment and showing in reasonable detail the facts upon which such
      adjustment or readjustment is based.








**COMMON
            STOCK PURCHASE WARRANT**
 **PAGE 5** **OF
            9**





**d.** **Adjustments
      due to certain EBITDA projections .** In the
      event the Company earns less than nineteen cents ($.19) per share EBITDA on
      a
      per share basis which calculation is based upon primary shares outstanding
      on
      December 31, 2004 as reported for the fiscal year ended December 31, 2004,,
      (hereafter the “2004 EBITDA”), the warrant Exercise Price per Share shall be
      reduced proportionately by 0% if the 2004 EBITDA are nineteen cents ($.19)
      per
      share and by up to 99% if the 2004 EBITDA are less than $.001 per share.
      Likewise, the warrant price shall be proportionately increased as the 2004
      EBITDA exceeds nineteen cents ($.19); the limit of said increase shall be two
      (2) times the Exercise Price per Share. For example, if the Company earns
      seventeen point one cents ($.171) per share EBITDA, then the per share warrant
      exercise price shall be reduced by 10%. Likewise, if the Company earns twenty
      point nine cents ($.209) EBITDA per share than the warrant exercise price shall
      be increased by 10%. Any such reduction or increase shall be made at the time
      the December 31, 2004 financial results are reported and shall be made, starting
      from the exercise price of the warrants being exercised at that time, and shall
      be cumulative upon any other changes to the exercise price of the warrant that
      may already have been made.





**7.**  **Fractional
      Shares.** The
      Company shall not be required to issue or cause to be issued fractional Warrant
      Shares on the exercise of this Warrant. The number of full Warrant Shares that
      shall be issuable upon the exercise of this Warrant shall be computed on the
      basis of the aggregate number of Warrants Shares purchasable on exercise of
      this
      Warrant so presented. If any fraction of a Warrant Share would, except for
      the
      provisions of this Section 8, be issuable on the exercise of this Warrant,
      the
      Company shall, at its option, (i) pay an amount in cash equal to the Exercise
      Price multiplied by such fraction or (ii) round the number of Warrant Shares
      issuable, up to the next whole number.





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





If
      to
      the Company :




WindsorTech,
      Inc.


70
      Lake Drive


Hightstown, NJ 08520








**COMMON
            STOCK PURCHASE WARRANT**
 **PAGE 6** **OF
            9**





With
      a
      copy to:





Alan
      M.
      Burger, Esq.


Burger,
      Trailor & Farmer, P.A.


1601
      Forum Place, Suite 404


West
      Palm
      Beach, Florida 33401


Telephone
      Number: (561) 689-1663


Facsimile
      Number: (561) 689-1707




If
      to
      the Warrant Holder :




___________________________




___________________________




___________________________






**9.**
            **Miscellaneous.**





**a.** This
      Warrant shall be binding on and inure to the benefit of the parties hereto
      and
      their respective successors and permitted assigns. This Warrant may be amended
      only in writing and signed by the Company and the Warrant Holder.





**b.** Nothing
      in this Warrant shall be construed to give to any person or corporation other
      than the Company and the Warrant Holder any legal or equitable right, remedy
      or
      cause of action under this Warrant; this Warrant shall be for the sole and
      exclusive benefit of the Company and the Warrant Holder.





**c.** This
      Warrant shall be governed by, construed and enforced in accordance with the
      internal laws of the State of New York without regard to the principles of
      conflicts of law thereof.





**d.** The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions
      hereof.





**e.** In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceablilty of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonably
      substitute therefore, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant.





**f.** The
      Warrant Holder shall not, by virtue hereof, be entitled to any voting or other
      rights of a shareholder of the Company, either at law or equity, and the rights
      of the Warrant Holder are limited to those expressed in this
      Warrant.




**COMMON
          STOCK PURCHASE WARRANT**
 **PAGE
          7** **OF
          9**





IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      the
      authorized officer as of the date first above stated.








WindsorTech,
      Inc.











By:__________________________________




Name:_______________________________





Title:________________________________











**COMMON
          STOCK PURCHASE WARRANT**
 **PAGE
          8** **OF
          9**


**FORM
      OF ELECTION TO PURCHASE**





(To
      be
      executed by the Warrant Holder to exercise the right to purchase shares of
      Common Stock under the foregoing Warrant)







To:
      WindsorTech, Inc.


In
      accordance with the Warrant enclosed with this Form of Election to Purchase,
      the
      undersigned hereby irrevocably elects to purchase ______________ shares of
      Common Stock (“Common Stock”), $0.001 par value, of WindsorTech, Inc. and
      encloses one warrant and $   for each
      Warrant Share being purchased or an aggregate of $________________ in cash
      or
      certified or official bank check or checks, which sum represents the aggregate
      Exercise Price (as defined in the Warrant) together with any applicable taxes
      payable by the undersigned pursuant to the Warrant.







The
      undersigned requests that certificates for the shares of Common Stock issuable
      upon this exercise be issued in the name of:



















(Please
      print name and address)










(Please
      insert Social Security or Tax Identification Number)





If
      the
      number of shares of Common Stock issuable upon this exercise shall not be all
      of
      the shares of Common Stock which the undersigned is entitled to purchase in
      accordance with the enclosed Warrant, the undersigned requests that a New
      Warrant (as defined in the Warrant) evidencing the right to purchase the shares
      of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
      in the name of and delivered to:




















(Please
      print name and address)





Dated:
      _______________    Name
      of
      Warrant Holder:





(Print)_____________________________





(By:)_____________________________




(Name:)_____________________________





(Title:)_____________________________





Signature
      must conform in all respects to name of


Warrant
      Holder as specified on the face of the


Warrant




**COMMON
        STOCK PURCHASE WARRANT**
 **PAGE 9** **OF
        9**








**THIS
      COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING
      THIS
      COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH
      SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
      COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT,
      OR
      (C) IF REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
      IN ADDITION, A SECURITIES PURCHASE AGREEMENT ("PURCHASE AGREEMENT"), DATED
      THE
      DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL
      EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES,
      INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH LIMIT THE EXERCISE RIGHTS OF
      THE
      HOLDER AND SPECIFY MANDATORY REDEMPTION OBLIGATIONS OF THE
      COMPANY.**





---------------------------------------





**WindsorTech,
      Inc.**





**COMMON
      STOCK PURCHASE WARRANT**





Number
      of
      shares: Up to 716,600





Holder:
            Guerrilla
                Partners LP237
                Park Ave.New
                York, NY 10017





Expiration
      Date: May 18, 2009




Exercise
      Price per Share: $3.60








WindsorTech,
      a company organized and existing under the laws of the State of Delaware (the
      “ **Company** ”),
      hereby certifies that, for value received,  Guerrilla
      Partners LP,


or
      its
      registered assigns (the “ **Warrant
      Holder** ”),
      is
      entitled, subject to the terms set forth below, to purchase from the Company
      up
      to 358,300 shares
      (the “ **Warrant
      Shares** ”)
      of
      common stock, $0.001 par value (the “ **Common
      Stock** ”),
      of
      the Company (each such share, a “ **Warrant
      Share** ”
and
      all
      such shares, the “ **Warrant
      Shares** ”)
      at
      $3.60 (the “ **Exercise
      Price** ”),
      at
      any time and from time to time from and after the date thereof and through
      and
      including 5:00 p.m. New York City time on May 17, 2009 (the “Expiration Date”),
      and subject to the following terms and conditions:






**COMMON
            STOCK PURCHASE WARRANT**
 **PAGE 1** **OF
            9**





**1.**  **Registration
      of Warrant.** The
      Company shall register this Warrant upon records to be maintained by the Company
      for that purpose (the “ **Warrant
      Register** ”),
      in
      the name of the record Warrant Holder hereof from time to time. The Company
      may
      deem and treat the registered Warrant Holder of this Warrant as the absolute
      owner hereof for the purpose of any exercise hereof or nay distribution to
      the
      Warrant Holder, and for all other purposes, and the Company shall not be
      affected by notice to the contrary.





**2.**  **Investment
      Representation.** The
      Warrant Holder by accepting this Warrant represents that the Warrant Holder
      is
      acquiring this Warrant for its own account or the account of an affiliate for
      investment purposes and not with the view to any offering or distribution and
      that the Warrant Holder will not sell or otherwise dispose of this Warrant
      or
      the underlying Warrant Shares in violation of applicable securities laws. The
      Warrant Holder acknowledges that the certificates representing any Warrant
      Shares will bear a legend indicating that they have not been registered under
      the United States Securities Act of 1933, as amended (the “ **1933
      Act** ”)
      and
      may not be sold by the Warrant Holder except pursuant to an effective
      registration statement or pursuant to an exemption from registration
      requirements of the 1933 Act and in accordance with federal and state securities
      laws. If this Warrant was acquired by the Warrant Holder pursuant to the
      exemption from the registration requirements of the 1933 Act afforded by
      Regulation S thereunder, the Warrant Holder acknowledges and covenants that
      this
      Warrant may not be exercised by or on behalf of a Person during the one year
      distribution compliance period (as defined in Regulation S) following the date
      hereof. **“** **Person** **”** means an
      individual, partnership, firm, limited liability company, trust, joint venture,
      association, corporation, or any other legal entity.





**3.**  **Validity
      of Warrant and Issue of Shares.** The
      Company represents and warrants that this Warrant has been duly authorized
      and
      validly issued and warrants and agrees that all of Common Stock that may be
      issued upon the exercise of the rights represented by this Warrant will, when
      issued upon such exercise, be duly authorized, validly issued, fully paid and
      non-assessable and free from all taxes, liens and charges with respect to the
      issue thereof. The Company further warrants and agrees that during the period
      within which the rights represented by this Warrant may be exercised, the
      Company will at all times have authorized and reserved a sufficient number
      of
      Common Stock to provide for the exercise of the rights represented by this
      Warrant.











**COMMON
            STOCK PURCHASE WARRANT**
 **PAGE 2** **OF
            9**







**4.**
            **Registration
                of Transfers and Exchange of
                Warrants.**





**a.** Subject
      to compliance with the legend set forth on the face of this Warrant, the Company
      shall register the transfer of any portion of this Warrant in the Warrant in
      the
      Warrant Register, upon surrender of this Warrant with the Form of Assignment
      attached hereto duly completed and signed, to the Company at the office
      specified in or pursuant to Section 9. Upon any such registration or transfer,
      a
      new warrant to purchase Common Stock, in substantially the same form of this
      Warrant (any such new warrant, a “ **New
      Warrant** ”),
      evidencing the portion of this Warrant so transferred shall be issued to the
      transferee and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, shall be issued to the transferring Warrant Holder.
      The acceptance of the New Warrant by the transferee thereof shall be deemed
      the
      acceptance of such transferee of all of the rights and obligations of a Warrant
      Holder of a Warrant.





**b** . **** This
      Warrant is exchangeable, upon the surrender hereof by the Warrant Holder to
      the
      office of the Company specified in or pursuant to Section 9 for one or more
      New
      Warrants, evidencing in the aggregate the right to purchase the number of
      Warrant Shares which may then be purchased hereunder. Any such New Warrant
      will
      be dated the date of such exchange.





**5.**
            **Exercise
                of Warrants.**





**a.** Upon
      surrender of this Warrant with the Form of Election to Purchase attached hereto
      duly completed and signed to the Company, at its address set forth in Section
      9,
      and upon payment and delivery of the Exercise Price per Warrant Share multiplied
      by the number of Warrant Shares that the Warrant Holder intends to purchase
      hereunder, in lawful money of the United States of America, in cash or by
      certified or official bank check or checks, to the Company, all as specified
      by
      the Warrant Holder in the Form of Election to Purchase, the Company shall
      promptly (but in no event later than 7 business days after the Date of Exercise
      [as defined herein]) issue or cause to be issued and cause to be delivered
      to or
      upon the written order of the Warrant Holder and in such name or names as the
      Warrant Holder may designate (subject to the restrictions on transfer described
      in the legend set forth on the face of this Warrant), a share certificate of
      Company common stock for the Warrant Shares issuable upon such exercise, with
      such restrictive legend as required by the 1933 Act. Any person so designated
      by
      the Warrant Holder to receive Warrant Shares shall be deemed to have become
      holder of record of such Warrant Shares as of the Date of Exercise of this
      Warrant.





**b.** A “Date
      of Exercise” means the date on which the Company shall have received (i) this
      Warrant (or any New Warrant, as applicable), with the Form of Election to
      Purchase attached hereto (or attached to such New Warrant) appropriately
      completed and duly signed, and (ii) payment of the Exercise Price for the number
      of Warrant Shares so indicated by the Warrant Holder to be
      purchased.





**COMMON
            STOCK PURCHASE WARRANT**
 **PAGE 3** **OF
            9**




**c.** This
      Warrant shall be exercisable at any time and from time to time for such number
      of Warrant Shares as is indicated in the attached Form of Election To Purchase.
      If less than all of the Warrant Shares which may be purchased under this Warrant
      are exercised at any time, the Company shall issue or cause to be issued, at
      its
      expense, a New Warrant utilizing this form of Warrant evidencing the right
      to
      purchase the remaining number of Warrant Shares for which no exercise has been
      evidenced by this Warrant.





**d** .
      (i) **** Notwithstanding
      anything contained herein to the contrary, the holder of this Warrant may,
      at
      its election exercised in its sole discretion, exercise this Warrant in whole
      or
      in part and, in lieu of making the cash payment otherwise contemplated to be
      made to the Company upon such exercise in payment of the Aggregate Exercise
      Price, elect instead to receive upon such exercise the “ **Net
      Number** ”
of
      shares of Common Stock determined according to the following formula (a
“ **Cashless
      Exercise** ”):


Net
      Number = (A x (B - C))/B





(ii)
      For
      purposes of the foregoing formula:




A=
      the
      total number shares with respect to which this Warrant is then being
      exercised.




B=
      the
      last reported sale price (as reported by Bloomberg) of the Common Stock on
      immediately preceding the date of the Exercise Notice.




C=
      the
      Warrant Exercise Price then in effect at the time of such exercise.





(i).  The
      holder of this Warrant agrees not to elect for a period of one (1) year a
      Cashless Exercise. The holder of this Warrant also agrees not to elect a
      Cashless Exercise so long as there is an effective registration statement for
      the shares underlying this Warrant.





**Call
      by the Company** **.** This
      Warrant contains a callable feature until May 17, 2005
      requiring the automatic exercise if during the period commencing one year from
      the date of issuance of each Warrant at any closing public market price of
      the
      Company’s common stock is equal to or in excess of the callable price of $5.40
      for a period of twenty (20) consecutive days and there is an effective
      Registration Statement covering the shares of Common Stock underlying this
      Warrant (“Automatic Exercise”) during such twenty (20) consecutive day period.
      Upon occurrence of the Automatic Exercise, the Company shall provide the Holder
      with notice of such Automatic Conversion (“Automatic Exercise Notice”). Upon
      receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in
      whole
      , this Warrant within ten (10) days; or (ii) notify the Company of its intent
      to
      transfer this Warrant






**COMMON
            STOCK PURCHASE WARRANT**
 **PAGE 4** **OF
            9**




pursuant
      to Section 4 of this Warrant. In the event that the Holder elects to transfer
      this Warrant pursuant to Section 4 of this Warrant, then the subsequent holder
      of this Warrant must exercise this Warrant on or before the thirtieth (30)
      day
      after notification of intent to transfer this Warrant. In the event that this
      Warrant is exercised, the Holder must deliver to the Company at its office
      at 70
      Lake
      Drive, Hightstown, NJ 08520, Attention: Ed Cummings; with a copy to
      Burger ,
      Trailor
& Farmer, P.A., 1601 Forum Place, Suite 404, West Palm Beach, Florida 33401
      on or before 3:00 p.m., Eastern Time, on the required date, (i) Form of
      Election to Purchase properly executed and completed by Holder or an authorized
      officer thereof, (ii) a check payable to the order of the Company, in an
      amount equal to the product of the Exercise Price ***multiplied
      by*** the
      number of Warrant Shares specified in the Exercise Notice, ***and*** (iii) this Warrant. If the Holder does not exercise this Warrant within ten
      (10) days from receipt of the Automatic Exercise Notice or, in the event that
      this Warrant has been transferred pursuant to Section 4 of this Warrant, the
      subsequent holder of this Warrant does not exercise this Warrant within thirty
      (30) days after notification of intent to transfer this Warrant, then this
      Warrant will expire.




**6.**  **Adjustment
      of Exercise Price and Number of Shares** .
      The
      character of the shares of stock or other securities at the time issuable upon
      exercise of this Warrant and the Exercise Price therefor, are subject to
      adjustment upon the occurrence of the following events:





**a.**  **Adjustment
      for Stock Splits, Stock Dividends, Recapitalizations, Etc.** The
      Exercise Price of this Warrant and the number of shares of Common Stock or
      other
      securities at the time issuable upon exercise of this Warrant shall be
      appropriately adjusted to reflect any stock dividend, stock split, combination
      of shares, reclassification, recapitalization or other similar event affecting
      the number of outstanding shares of stock or securities.





**b.**  **Adjustment
      for Reorganization, Consolidation, Merger, Etc.** In case
      of any consolidation or merger of the Company with or into any other
      corporation, entity or person, or any other corporate reorganization, in which
      the Company shall not be the continuing or surviving entity of such
      consolidation, merger or reorganization (any such transaction being hereinafter
      referred to as a **"** **Reorganization"** ), then, in
      each case, the holder of this Warrant, on exercise hereof at any time after
      the
      consummation or effective date of such Reorganization (the " **Effective
      Date** "),
      shall
      receive, in lieu of the shares of stock or other securities at any time issuable
      upon the exercise of the Warrant issuable on such exercise prior to the
      Effective Date, the stock and other securities and property (including cash)
      to
      which such holder would have been entitled upon the Effective Date if such
      holder had exercised this Warrant immediately prior thereto (all subject to
      further adjustment as provided in this Warrant).





**c.** **Certificate
      as to Adjustments** **.** In case
      of any adjustment
      or readjustment in the price or kind of securities issuable on the exercise
      of
      this Warrant, the Company will promptly give written notice thereof to the
      holder of this Warrant in the form of a certificate, certified and confirmed
      by
      the Board of Directors of the Company, setting forth such adjustment or
      readjustment and showing in reasonable detail the facts upon which such
      adjustment or readjustment is based.








**COMMON
            STOCK PURCHASE WARRANT**
 **PAGE 5** **OF
            9**





**d.** **Adjustments
      due to certain EBITDA projections .** In the
      event the Company earns less than nineteen cents ($.19) per share EBITDA on
      a
      per share basis which calculation is based upon primary shares outstanding
      on
      December 31, 2004 as reported for the fiscal year ended December 31, 2004,,
      (hereafter the “2004 EBITDA”), the warrant Exercise Price per Share shall be
      reduced proportionately by 0% if the 2004 EBITDA are nineteen cents ($.19)
      per
      share and by up to 99% if the 2004 EBITDA are less than $.001 per share.
      Likewise, the warrant price shall be proportionately increased as the 2004
      EBITDA exceeds nineteen cents ($.19); the limit of said increase shall be two
      (2) times the Exercise Price per Share. For example, if the Company earns
      seventeen point one cents ($.171) per share EBITDA, then the per share warrant
      exercise price shall be reduced by 10%. Likewise, if the Company earns twenty
      point nine cents ($.209) EBITDA per share than the warrant exercise price shall
      be increased by 10%. Any such reduction or increase shall be made at the time
      the December 31, 2004 financial results are reported and shall be made, starting
      from the exercise price of the warrants being exercised at that time, and shall
      be cumulative upon any other changes to the exercise price of the warrant that
      may already have been made.





**7.**  **Fractional
      Shares.** The
      Company shall not be required to issue or cause to be issued fractional Warrant
      Shares on the exercise of this Warrant. The number of full Warrant Shares that
      shall be issuable upon the exercise of this Warrant shall be computed on the
      basis of the aggregate number of Warrants Shares purchasable on exercise of
      this
      Warrant so presented. If any fraction of a Warrant Share would, except for
      the
      provisions of this Section 8, be issuable on the exercise of this Warrant,
      the
      Company shall, at its option, (i) pay an amount in cash equal to the Exercise
      Price multiplied by such fraction or (ii) round the number of Warrant Shares
      issuable, up to the next whole number.





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





If
                to the Company:WindsorTech,
                Inc.70
                Lake DriveHightstown,
                NJ 08520With
                a copy to:





**COMMON
          STOCK PURCHASE WARRANT**
 **PAGE 6** **OF
          9**





Alan
      M.
      Burger, Esq.


Burger,
      Trailor & Farmer, P.A.


1601
      Forum Place, Suite 404


West
      Palm
      Beach, Florida 33401


Telephone
      Number: (561) 689-1663


Facsimile
      Number: (561) 689-1707




If
      to
      the Warrant Holder :




_________________________




_________________________




_________________________







**9.**
            **Miscellaneous.**





**a.** This
      Warrant shall be binding on and inure to the benefit of the parties hereto
      and
      their respective successors and permitted assigns. This Warrant may be amended
      only in writing and signed by the Company and the Warrant Holder.





**b.** Nothing
      in this Warrant shall be construed to give to any person or corporation other
      than the Company and the Warrant Holder any legal or equitable right, remedy
      or
      cause of action under this Warrant; this Warrant shall be for the sole and
      exclusive benefit of the Company and the Warrant Holder.





**c.** This
      Warrant shall be governed by, construed and enforced in accordance with the
      internal laws of the State of New York without regard to the principles of
      conflicts of law thereof.





**d.** The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions
      hereof.





**e.** In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceablilty of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonably
      substitute therefore, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant.





**f.** The
      Warrant Holder shall not, by virtue hereof, be entitled to any voting or other
      rights of a shareholder of the Company, either at law or equity, and the rights
      of the Warrant Holder are limited to those expressed in this
      Warrant.


**COMMON
          STOCK PURCHASE WARRANT**
 **PAGE
          7** **OF
          9**





IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      the
      authorized officer as of the date first above stated.








WindsorTech,
      Inc.











By:
      ______________________________




Name:
      ____________________________





Title:
      _____________________________











**COMMON
          STOCK PURCHASE WARRANT**
 **PAGE
          8** **OF
          9**


**FORM
      OF ELECTION TO PURCHASE**





(To
      be
      executed by the Warrant Holder to exercise the right to purchase shares of
      Common Stock under the foregoing Warrant)







To:
      WindsorTech, Inc.


In
      accordance with the Warrant enclosed with this Form of Election to Purchase,
      the
      undersigned hereby irrevocably elects to purchase ______________ shares of
      Common Stock (“Common Stock”), $0.001 par value, of WindsorTech, Inc. and
      encloses one warrant and $_____ for each
      Warrant Share being purchased or an aggregate of $________________ in cash
      or
      certified or official bank check or checks, which sum represents the aggregate
      Exercise Price (as defined in the Warrant) together with any applicable taxes
      payable by the undersigned pursuant to the Warrant.







The
      undersigned requests that certificates for the shares of Common Stock issuable
      upon this exercise be issued in the name of:


















(Please
      print name and address)










(Please
      insert Social Security or Tax Identification Number)





If
      the
      number of shares of Common Stock issuable upon this exercise shall not be all
      of
      the shares of Common Stock which the undersigned is entitled to purchase in
      accordance with the enclosed Warrant, the undersigned requests that a New
      Warrant (as defined in the Warrant) evidencing the right to purchase the shares
      of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
      in the name of and delivered to:

















(Please
      print name and address)





Dated:_____________-    Name
      of
      Warrant Holder:





(Print)_______________________________





(By:)_______________________________





(Name:)_______________________________





(Title:)_______________________________





Signature
      must conform in all respects to name of


Warrant
      Holder as specified on the face of the


Warrant






**COMMON
        STOCK PURCHASE WARRANT**
 **PAGE 9** **OF
        9**















**THIS
      COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING
      THIS
      COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH
      SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
      COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT,
      OR
      (C) IF REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
      IN ADDITION, A SECURITIES PURCHASE AGREEMENT ("PURCHASE AGREEMENT"), DATED
      THE
      DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL
      EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES,
      INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH LIMIT THE EXERCISE RIGHTS OF
      THE
      HOLDER AND SPECIFY MANDATORY REDEMPTION OBLIGATIONS OF THE
      COMPANY.**





---------------------------------------





**WindsorTech,
      Inc.**





**COMMON
      STOCK PURCHASE WARRANT**





Number
      of
      shares: Up to 116,600


Holder:
              Odin
                  Partners LP237
                  Park Ave. Suite 900New
                  York, NY 10017


Expiration
      Date: May 18, 2009




Exercise
      Price per Share: $3.60








WindsorTech,
      a company organized and existing under the laws of the State of Delaware (the
      “ **Company** ”),
      hereby certifies that, for value received,  Odin
      Partners LP ,


or
      its
      registered assigns (the “ **Warrant
      Holder** ”),
      is
      entitled, subject to the terms set forth below, to purchase from the Company
      up
      to 58,300 shares
      (the “ **Warrant
      Shares** ”)
      of
      common stock, $0.001 par value (the “ **Common
      Stock** ”),
      of
      the Company (each such share, a “ **Warrant
      Share** ”
and
      all
      such shares, the “ **Warrant
      Shares** ”)
      at
      $3.60 (the “ **Exercise
      Price** ”),
      at
      any time and from time to time from and after the date thereof and through
      and
      including 5:00 p.m. New York City time on May 17, 2009 (the “Expiration Date”),
      and subject to the following terms and conditions:






**COMMON
            STOCK PURCHASE WARRANT**
 **PAGE 1** **OF
            9**





**1.**  **Registration
      of Warrant.** The
      Company shall register this Warrant upon records to be maintained by the Company
      for that purpose (the “ **Warrant
      Register** ”),
      in
      the name of the record Warrant Holder hereof from time to time. The Company
      may
      deem and treat the registered Warrant Holder of this Warrant as the absolute
      owner hereof for the purpose of any exercise hereof or nay distribution to
      the
      Warrant Holder, and for all other purposes, and the Company shall not be
      affected by notice to the contrary.





**2.**  **Investment
      Representation.** The
      Warrant Holder by accepting this Warrant represents that the Warrant Holder
      is
      acquiring this Warrant for its own account or the account of an affiliate for
      investment purposes and not with the view to any offering or distribution and
      that the Warrant Holder will not sell or otherwise dispose of this Warrant
      or
      the underlying Warrant Shares in violation of applicable securities laws. The
      Warrant Holder acknowledges that the certificates representing any Warrant
      Shares will bear a legend indicating that they have not been registered under
      the United States Securities Act of 1933, as amended (the “ **1933
      Act** ”)
      and
      may not be sold by the Warrant Holder except pursuant to an effective
      registration statement or pursuant to an exemption from registration
      requirements of the 1933 Act and in accordance with federal and state securities
      laws. If this Warrant was acquired by the Warrant Holder pursuant to the
      exemption from the registration requirements of the 1933 Act afforded by
      Regulation S thereunder, the Warrant Holder acknowledges and covenants that
      this
      Warrant may not be exercised by or on behalf of a Person during the one year
      distribution compliance period (as defined in Regulation S) following the date
      hereof. **“** **Person** **”** means an
      individual, partnership, firm, limited liability company, trust, joint venture,
      association, corporation, or any other legal entity.





**3.**  **Validity
      of Warrant and Issue of Shares.** The
      Company represents and warrants that this Warrant has been duly authorized
      and
      validly issued and warrants and agrees that all of Common Stock that may be
      issued upon the exercise of the rights represented by this Warrant will, when
      issued upon such exercise, be duly authorized, validly issued, fully paid and
      non-assessable and free from all taxes, liens and charges with respect to the
      issue thereof. The Company further warrants and agrees that during the period
      within which the rights represented by this Warrant may be exercised, the
      Company will at all times have authorized and reserved a sufficient number
      of
      Common Stock to provide for the exercise of the rights represented by this
      Warrant.














**COMMON
            STOCK PURCHASE WARRANT**
 **PAGE 2** **OF
            9**











**4.**
            **Registration
                of Transfers and Exchange of
                Warrants.**





**a.** Subject
      to compliance with the legend set forth on the face of this Warrant, the Company
      shall register the transfer of any portion of this Warrant in the Warrant in
      the
      Warrant Register, upon surrender of this Warrant with the Form of Assignment
      attached hereto duly completed and signed, to the Company at the office
      specified in or pursuant to Section 9. Upon any such registration or transfer,
      a
      new warrant to purchase Common Stock, in substantially the same form of this
      Warrant (any such new warrant, a “ **New
      Warrant** ”),
      evidencing the portion of this Warrant so transferred shall be issued to the
      transferee and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, shall be issued to the transferring Warrant Holder.
      The acceptance of the New Warrant by the transferee thereof shall be deemed
      the
      acceptance of such transferee of all of the rights and obligations of a Warrant
      Holder of a Warrant.





**b** . **** This
      Warrant is exchangeable, upon the surrender hereof by the Warrant Holder to
      the
      office of the Company specified in or pursuant to Section 9 for one or more
      New
      Warrants, evidencing in the aggregate the right to purchase the number of
      Warrant Shares which may then be purchased hereunder. Any such New Warrant
      will
      be dated the date of such exchange.





**5.**
            **Exercise
                of Warrants.**





**a.** Upon
      surrender of this Warrant with the Form of Election to Purchase attached hereto
      duly completed and signed to the Company, at its address set forth in Section
      9,
      and upon payment and delivery of the Exercise Price per Warrant Share multiplied
      by the number of Warrant Shares that the Warrant Holder intends to purchase
      hereunder, in lawful money of the United States of America, in cash or by
      certified or official bank check or checks, to the Company, all as specified
      by
      the Warrant Holder in the Form of Election to Purchase, the Company shall
      promptly (but in no event later than 7 business days after the Date of Exercise
      [as defined herein]) issue or cause to be issued and cause to be delivered
      to or
      upon the written order of the Warrant Holder and in such name or names as the
      Warrant Holder may designate (subject to the restrictions on transfer described
      in the legend set forth on the face of this Warrant), a share certificate of
      Company common stock for the Warrant Shares issuable upon such exercise, with
      such restrictive legend as required by the 1933 Act. Any person so designated
      by
      the Warrant Holder to receive Warrant Shares shall be deemed to have become
      holder of record of such Warrant Shares as of the Date of Exercise of this
      Warrant.





**b.** A “Date
      of Exercise” means the date on which the Company shall have received (i) this
      Warrant (or any New Warrant, as applicable), with the Form of Election to
      Purchase attached hereto (or attached to such New Warrant) appropriately
      completed and duly signed, and (ii) payment of the Exercise Price for the number
      of Warrant Shares so indicated by the Warrant Holder to be
      purchased.






**COMMON
            STOCK PURCHASE WARRANT**
 **PAGE 3** **OF
            9**





**c.** This
      Warrant shall be exercisable at any time and from time to time for such number
      of Warrant Shares as is indicated in the attached Form of Election To Purchase.
      If less than all of the Warrant Shares which may be purchased under this Warrant
      are exercised at any time, the Company shall issue or cause to be issued, at
      its
      expense, a New Warrant utilizing this form of Warrant evidencing the right
      to
      purchase the remaining number of Warrant Shares for which no exercise has been
      evidenced by this Warrant.





**d** .
      (i) **** Notwithstanding
      anything contained herein to the contrary, the holder of this Warrant may,
      at
      its election exercised in its sole discretion, exercise this Warrant in whole
      or
      in part and, in lieu of making the cash payment otherwise contemplated to be
      made to the Company upon such exercise in payment of the Aggregate Exercise
      Price, elect instead to receive upon such exercise the “ **Net
      Number** ”
of
      shares of Common Stock determined according to the following formula (a
“ **Cashless
      Exercise** ”):


Net
      Number = (A x (B - C))/B





(ii)
      For
      purposes of the foregoing formula:




A=
      the
      total number shares with respect to which this Warrant is then being
      exercised.




B=
      the
      last reported sale price (as reported by Bloomberg) of the Common Stock on
      immediately preceding the date of the Exercise Notice.




C=
      the
      Warrant Exercise Price then in effect at the time of such exercise.





(i).  The
      holder of this Warrant agrees not to elect for a period of one (1) year a
      Cashless Exercise. The holder of this Warrant also agrees not to elect a
      Cashless Exercise so long as there is an effective registration statement for
      the shares underlying this Warrant.





**Call
      by the Company** **.** This
      Warrant contains a callable feature until May 17, 2005
      requiring the automatic exercise if during the period commencing one year from
      the date of issuance of each Warrant at any closing public market price of
      the
      Company’s common stock is equal to or in excess of the callable price of $5.40
      for a period of twenty (20) consecutive days and there is an effective
      Registration Statement covering the shares of Common Stock underlying this
      Warrant (“Automatic Exercise”) during such twenty (20) consecutive day period.
      Upon occurrence of the Automatic Exercise, the Company shall provide the Holder
      with notice of such Automatic Conversion (“Automatic Exercise Notice”). Upon
      receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in
      whole
      , this Warrant within ten (10) days; or (ii) notify the Company of its intent
      to
      transfer this Warrant pursuant to Section 4 of this Warrant. In the event that
      the Holder elects to transfer this Warrant pursuant to Section
      4
      of this Warrant, then the subsequent holder of this Warrant must exercise this Warrant
      on or before the thirtieth (30) day after notification of intent to transfer
      this Warrant.
      In the event that this Warrant is exercised, the Holder must deliver to the Company
      at its office at 70
      Lake
      Drive, Hightstown, NJ 08520, Attention: Ed Cummings;
      with a copy to Burger ,
      Trailor
& Farmer, P.A., 1601 Forum Place, Suite 404, West
      Palm
      Beach, Florida 33401 on or before 3:00 p.m., Eastern Time, on the required date,
      (i) Form of Election to Purchase properly executed and completed by Holder
      or an authorized
      officer thereof, (ii) a check payable to the order of the Company, in an
      amount equal
      to
      the product of the Exercise Price ***multiplied
      by*** the
      number of Warrant Shares specified
      in the Exercise Notice, ***and*** (iii) this Warrant. If the Holder does not exercise this
      Warrant within ten (10) days from receipt of the Automatic Exercise Notice
      or,
      in the event
      that this Warrant has been transferred pursuant to Section 4 of this Warrant,
      the subsequent
      holder of this Warrant does not exercise this Warrant within thirty (30) days after
      notification of intent to transfer this Warrant, then this Warrant will
      expire.






**COMMON
            STOCK PURCHASE WARRANT**
 **PAGE 4** **OF
            9**




**6.**  **Adjustment
      of Exercise Price and Number of Shares** .
      The
      character of the shares of stock or other securities at the time issuable upon
      exercise of this Warrant and the Exercise Price therefor, are subject to
      adjustment upon the occurrence of the following events:





**a.**  **Adjustment
      for Stock Splits, Stock Dividends, Recapitalizations, Etc.** The
      Exercise Price of this Warrant and the number of shares of Common Stock or
      other
      securities at the time issuable upon exercise of this Warrant shall be
      appropriately adjusted to reflect any stock dividend, stock split, combination
      of shares, reclassification, recapitalization or other similar event affecting
      the number of outstanding shares of stock or securities.





**b.**  **Adjustment
      for Reorganization, Consolidation, Merger, Etc.** In case
      of any consolidation or merger of the Company with or into any other
      corporation, entity or person, or any other corporate reorganization, in which
      the Company shall not be the continuing or surviving entity of such
      consolidation, merger or reorganization (any such transaction being hereinafter
      referred to as a **"** **Reorganization"** ), then, in
      each case, the holder of this Warrant, on exercise hereof at any time after
      the
      consummation or effective date of such Reorganization (the " **Effective
      Date** "),
      shall
      receive, in lieu of the shares of stock or other securities at any time issuable
      upon the exercise of the Warrant issuable on such exercise prior to the
      Effective Date, the stock and other securities and property (including cash)
      to
      which such holder would have been entitled upon the Effective Date if such
      holder had exercised this Warrant immediately prior thereto (all subject to
      further adjustment as provided in this Warrant).





**c.** **Certificate
      as to Adjustments** **.** In case
      of any adjustment
      or readjustment in the price or kind of securities issuable on the exercise
      of
      this Warrant, the Company will promptly give written notice thereof to the
      holder of this Warrant in the form of a certificate, certified and confirmed
      by
      the Board of Directors of the Company, setting forth such adjustment or
      readjustment and showing in reasonable detail the facts upon which such
      adjustment or readjustment is based.




****


**COMMON
            STOCK PURCHASE WARRANT**
 **PAGE 5** **OF
            9**





**d.** **Adjustments
      due to certain EBITDA projections .** In the
      event the Company earns less than nineteen cents ($.19) per share EBITDA on
      a
      per share basis which calculation is based upon primary shares outstanding
      on
      December 31, 2004 as reported for the fiscal year ended December 31, 2004,,
      (hereafter the “2004 EBITDA”), the warrant Exercise Price per Share shall be
      reduced proportionately by 0% if the 2004 EBITDA are nineteen cents ($.19)
      per
      share and by up to 99% if the 2004 EBITDA are less than $.001 per share.
      Likewise, the warrant price shall be proportionately increased as the 2004
      EBITDA exceeds nineteen cents ($.19); the limit of said increase shall be two
      (2) times the Exercise Price per Share. For example, if the Company earns
      seventeen point one cents ($.171) per share EBITDA, then the per share warrant
      exercise price shall be reduced by 10%. Likewise, if the Company earns twenty
      point nine cents ($.209) EBITDA per share than the warrant exercise price shall
      be increased by 10%. Any such reduction or increase shall be made at the time
      the December 31, 2004 financial results are reported and shall be made, starting
      from the exercise price of the warrants being exercised at that time, and shall
      be cumulative upon any other changes to the exercise price of the warrant that
      may already have been made.








**7.**  **Fractional
      Shares.** The
      Company shall not be required to issue or cause to be issued fractional Warrant
      Shares on the exercise of this Warrant. The number of full Warrant Shares that
      shall be issuable upon the exercise of this Warrant shall be computed on the
      basis of the aggregate number of Warrants Shares purchasable on exercise of
      this
      Warrant so presented. If any fraction of a Warrant Share would, except for
      the
      provisions of this Section 8, be issuable on the exercise of this Warrant,
      the
      Company shall, at its option, (i) pay an amount in cash equal to the Exercise
      Price multiplied by such fraction or (ii) round the number of Warrant Shares
      issuable, up to the next whole number.





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





If
      to
      the Company :




WindsorTech,
      Inc.


70
      Lake
      Drive


Hightstown,
      NJ 08520









**COMMON
            STOCK PURCHASE WARRANT**
 **PAGE 6** **OF
            9**




With
      a
      copy to:





Alan
      M.
      Burger, Esq.


Burger,
      Trailor & Farmer, P.A.


1601
      Forum Place, Suite 404


West
      Palm
      Beach, Florida 33401


Telephone
      Number: (561) 689-1663


Facsimile
      Number: (561) 689-1707




If
      to
      the Warrant Holder :



















**9.**
            **Miscellaneous.**





**a.** This
      Warrant shall be binding on and inure to the benefit of the parties hereto
      and
      their respective successors and permitted assigns. This Warrant may be amended
      only in writing and signed by the Company and the Warrant Holder.





**b.** Nothing
      in this Warrant shall be construed to give to any person or corporation other
      than the Company and the Warrant Holder any legal or equitable right, remedy
      or
      cause of action under this Warrant; this Warrant shall be for the sole and
      exclusive benefit of the Company and the Warrant Holder.





**c.** This
      Warrant shall be governed by, construed and enforced in accordance with the
      internal laws of the State of New York without regard to the principles of
      conflicts of law thereof.





**d.** The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions
      hereof.





**e.** In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceablilty of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonably
      substitute therefore, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant.





**f.** The
      Warrant Holder shall not, by virtue hereof, be entitled to any voting or other
      rights of a shareholder of the Company, either at law or equity, and the rights
      of the Warrant Holder are limited to those expressed in this
      Warrant.


**COMMON
          STOCK PURCHASE WARRANT**
 **PAGE 7** **OF
          9**





IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      the
      authorized officer as of the date first above stated.








WindsorTech,
      Inc.











By:______________________________




Name:_____________________________





Title:______________________________











**COMMON
          STOCK PURCHASE WARRANT**
 **PAGE
          8** **OF
          9**


**FORM
      OF ELECTION TO PURCHASE**





(To
      be
      executed by the Warrant Holder to exercise the right to purchase shares of
      Common Stock under the foregoing Warrant)







To:
      WindsorTech, Inc.


In
      accordance with the Warrant enclosed with this Form of Election to Purchase,
      the
      undersigned hereby irrevocably elects to purchase ______________ shares of
      Common Stock (“Common Stock”), $0.001 par value, of WindsorTech, Inc. and
      encloses one warrant and $   for each
      Warrant Share being purchased or an aggregate of $________________ in cash
      or
      certified or official bank check or checks, which sum represents the aggregate
      Exercise Price (as defined in the Warrant) together with any applicable taxes
      payable by the undersigned pursuant to the Warrant.







The
      undersigned requests that certificates for the shares of Common Stock issuable
      upon this exercise be issued in the name of:












(Please
      print name and address)










(Please
      insert Social Security or Tax Identification Number)





If
      the
      number of shares of Common Stock issuable upon this exercise shall not be all
      of
      the shares of Common Stock which the undersigned is entitled to purchase in
      accordance with the enclosed Warrant, the undersigned requests that a New
      Warrant (as defined in the Warrant) evidencing the right to purchase the shares
      of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
      in the name of and delivered to:













(Please
      print name and address)





Dated:      Name
      of
      Warrant Holder:





(Print)
      _____________________________





(By:)
      _____________________________








(Name:)
      _____________________________





(Title:)
      _____________________________





Signature
      must conform in all respects to name of


Warrant
      Holder as specified on the face of the


Warrant






**COMMON
        STOCK PURCHASE WARRANT**
 **PAGE 9** **OF
        9**