**Exhibit
      2.3**


**ADDENDUM**


**TO**


**AGREEMENT
      AND PLAN OF MERGER**








THIS
      ADDENDUM (“Addendum”) made this 28 th day of
      February and effective this 14 th day of
      February, 2005 to the Agreement and Plan of Merger dated April 16, 2004 (“Merger
      Agreement”) by and between WindsorTech, Inc., a Delaware corporation (“Parent”),
      QualTech International Acquisition Corporation and QualTech Services Acquisition
      Corporation, Delaware corporations and wholly owned subsidiaries of Parent
      (collectively the “Merger Subs”), and QualTech International Corporation and
      QualTech Services Group, Inc., Minnesota corporations and the sole shareholders
      of Companies, Joel L. Owens and Jolene L. Owens, respectively, residents of
      Minnesota.





WHEREAS, effective as of the effective date hereof, Parent and Merger Subs
      and
      Joel L. Owens have agreed to enter into a modified employment
      agreement;





WHEREAS, the parties have agreed to modify terms associated with conditional
      additional merger consideration under the Merger Agreement wherein Joel L.
      Owens
      does not complete the Employment Period (as defined in the employment agreement
      between Joel L. Owens and Parent and Merger Subs dated February 14, 2005) due
      to
      his voluntary resignation of employment or early termination by the Parent
      or
      Merger Subs “for cause” prior to the last day of the Employment Period;
      and





WHEREAS, **** the
      parties hereto acknowledge full and adequate consideration has been rendered
      in
      connection with the rights and obligations associated with this Addendum.





NOW, THEREFORE, the parties to this Addendum agree as follows:





Section 1.11 of the Merger Agreement, Contingent Additional Merger
      Consideration, shall be amended to include the following terms and conditions
      and additional provisions which shall control:




(1)
              If
                  Joel L. Owens voluntarily resigns his employment or is terminated
“for
                  cause” pursuant to the above-referenced employment agreement after receipt
                  of contingent additional merger consideration and prior to February
                  14,
                  2007, then all cash and/or Parent common stock consideration received
                  pursuant to Section 1.11 of the Merger Agreement must be returned
                  by the
                  entity paying the same within twenty (20) days after the termination
                  date.(2)
              Parent
                  shares, if any, issued pursuant to Section 1.11 shall not required
                  to
                  be subject to an effective registration statement until after
                  February 13, 2007, at which time, the registration and timing requirements
                  of Section 1.7(b) of the Merger Agreement shall
                  apply.
   
  (3)
              The
                  calculation of the number of Parent shares due pursuant to Section
                  1.1 shall be made using the average share price for Parent shares
                  of
                  common stock for the fifteen (15) trading days prior to February 14,
                  2007.(4)
              All
                  other terms and provisions under Section 1.11 of the Merger Agreement
                  shall remain in full force and
                  effect.





IN
      WITNESS WHEREOF, the parties have executed this Addendum effective the day
      and
      year first written above.








WINDSORTECH,
      INC.:                                            
QUALTECH SERVICES


ACQUISITION CORPORATION:





By: 
      __________________________ 
                      
By: __________________________


Name: Marc
      Sherman                                          
       Name: Joel L. Owens


Title:  
CEO                                                          
       Title: President








QUALTECH INTERNATIONAL
                             
QUALTECH INTERNATIONAL


ACQUISITION
      CORPORATION:                            
CORPORATION:








By: 
__________________________                        
By: __________________________


Name: Joel L.
      Owens                                         
       Name: Joel L. Owens


Title:
      President                                                  
       Title: President








QUALTECH SERVICES GROUP,
      INC.                   
QUALTECH SERVICES GROUP,


INC. SOLE SHAREHOLDER:





By: 
__________________________                        
_____________________________


Name: Joel L.
      Owens                                                  
Jolene L. Owens


Title: President








QUALTECH INTERNATIONAL


CORPORATION SOLE SHAREHOLDER:








______________________________


Joel L.
      Owens