Exhibit 10.5
                                                                    ------------

                              EMPLOYMENT AGREEMENT
                              --------------------

         THIS  AGREEMENT  ("Agreement")  made and entered  into this 27th day of
December, 2004 and between WindsorTech, Inc., a Delaware corporation ("Company")
and MARC SHERMAN ("Employee"), but effective as of October 1, 2004.

         1.  Background.  Employee is employed by Company as its  president  and
chief executive  officer.  The parties desire to enter into a formal  employment
agreement governing the terms and conditions of such employment.

                              TERMS AND CONDITIONS
                              --------------------

         2.  Employment.  Company hereby employs  Employee,  and Employee hereby
accepts such employment by Company, on the terms and conditions set forth below.

         3.  Capacity.  Employee  shall serve as Company's  President  and Chief
Executive  Officer and will be expected to perform  duties  appropriate to these
executive positions.

         4. Term. The term of Employment pursuant to this Agreement shall be for
continuously  rolling three (3) year periods unless either party gives the other
party notice that it [the party giving  notice]  wishes to cease the  continuous
rolling term provision feature, with the next contract anniversary (i.e. October
1 of each  year) and  thereby  fix the term for a period of three (3) years from
the next contract  anniversary.  By way of example, on October 1, 2005, the term
of  employment  shall be from October 1, 2005 through  September 30, 2008; if on
August 1, 2006 the Company, shall have notified Employee that the term is fixed;
Employment  shall  terminate  three years after the next  anniversary  date,  or
September 30, 2009.

                  Notwithstanding the foregoing,  the term of this Agreement may
end prior to the  termination  date  determined  under this  paragraph  4, or as
provided in paragraphs 11, 12, 13 or 14.

         5. Service While Employed.  Employee agrees to devote his best efforts,
his full  diligence  and  substantially  all of his business  time to his duties
hereunder and shall not engage,  either directly or indirectly,  in any business
or other activity  which is competitive  with or adverse to the interests or the
business of Company.

         6. Items  Furnished.  Company shall furnish  Employee with such private
office,  secretarial  assistance,  and  such  other  facilities,  equipment  and
services  suitable to his position and adequate to perform his duties hereunder.
Employee shall not be relocated by Company without his consent.

         7. Compensation,  Vacations and Reimbursement.  As partial compensation
for his services to Company,  Company  agrees to pay  Employee an annual  salary
paid in regular monthly or other agreed upon installments, of not less than four
hundred twenty-four thousand dollars


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($424,000.00)  and an annual bonus computed in accordance with Exhibit "A" which
is attached and is a part of this  Agreement  as amended  from time to time.  In
addition,  Employee may be entitled to receive such bonuses (in addition to that
required  under  the  preceding  sentence),  incentive  compensation,  and other
compensation,  if any, as the Board of Directors, shall award Employee from time
to time  whether in cash,  Company  stock,  stock  options,  other  stock  based
compensation,  other form of remuneration,  or any combination of the foregoing.
All such compensation shall be subject to legally required income and employment
tax  withholding.  Employee  shall be  entitled  to his  regular  pay during his
vacations and reimbursement  for all reasonable  business expenses in accordance
with Company's policies for executive officers.

         8.  Pension,   Welfare  and  Related  Benefits.   In  addition  to  the
compensation  described  in  paragraph  7 above,  Employee  shall be entitled to
participate in such bonus,  profit sharing,  deferred  compensation  and pension
plans of Company for which he is eligible and such  welfare and fringe  benefits
plans and programs of the Company for which he is eligible.

         9. Other Benefits.  The Company shall pay an annual sum of up to twenty
thousand dollars  ($20,000.00)  for a club  membership.  Such amount shall be in
addition  to  any  reimbursement  to  which  Employee  is  entitled  under  this
Agreement.

         10.  Supplemental  Compensation.  Except as otherwise  provided in this
Agreement,  upon the termination of Employee's  employment  with Company,  other
than due to his breach of a material provision of this Agreement, or termination
of  Employee's  employment  with  the  Company  as a  result  of acts of  fraud,
dishonesty,  deceit,  willful  and  wanton  conduct,  violation  of law or other
similar acts or conduct,  in which event Employee  shall be due no  compensation
pursuant to this paragraph,  Employee shall be entitled to receive commencing on
the  first  day of the  next  month  following  the date of the  termination  of
employment  from Company 36 equal  monthly  payments,  each in the amount of the
monthly  average of all  compensation  paid by Company to employee in the twelve
(12) months prior to the date of termination.  [By way of example, if employee's
total compensation  within the prior twelve (12) month was five hundred thousand
dollars  ($500,000.00),  then  Employee  shall  receive  forty-one  thousand six
hundred  sixty-six  dollars and 66 cents  ($41,666.66)  per month for thirty-six
(36)  consecutive  months.] If Employee should die before all or any part of the
above described  monthly  payments have been made, all payments or all remaining
payments shall be made to his designated  beneficiary,  if any, otherwise to his
estate.  The aggregate amount payable under this paragraph shall be reduced (but
not below zero) by the  amount,  if any,  payable  under  paragraph  14 and such
reduced  amount  shall  also  be  payable  in  36  equal  monthly  installments.
Notwithstanding the foregoing, if Employee terminates his employment pursuant to
the second sentence of paragraph 12, he shall be due no compensation  under this
Paragraph.



         11. Disability.

         (a)      In the event Employee  shall become  disabled and be unable to
                  perform  his  services  in  accordance  with the terms of this
                  Agreement, he shall be entitled to

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<PAGE>


                  full salary,  all  additional  salary and benefits  during the
                  first twelve (12) month period of his disability.

         (b)      In the  event  disability  shall  extend  for a period  beyond
                  twelve  (12)  consecutive  months or twelve (12) months in any
                  twenty-four (24) consecutive month period, Employee then shall
                  be  entitled  to  receive  only  such  compensation  as may be
                  provided by way of  disability  income  insurance  procured by
                  Employer on Employee, if any, the premiums for which were paid
                  by Employer.

         (c)      For the  purpose of this  paragraph,  the term  "full  salary"
                  shall mean  one-twelfth  (1/12) of the twelve  (12)  months in
                  total  compensation paid to Employee  immediately prior to the
                  onset of his disability.

         (d)      In the event  Employer  pays  premiums  on  disability  income
                  insurance  for which  Employee is the  insured,  either as the
                  owner of such  insurance  or on  behalf  of  Employee,  and by
                  virtue of being disabled, Employee shall be considered to have
                  been  paid by  Employer  towards  (all  payments  made by said
                  insurance  will be  credited  toward  any  sums  due  from the
                  Company to Employee) fulfilling its obligations to Employee as
                  such obligations are described in this Paragraph.

         (e)      Insurance  benefits  received  by  Employee  with  respect  to
                  policies which he owns individually and on which he personally
                  has paid  premiums  shall in no way  affect  the terms of this
                  Agreement.

         (f)      After a disability or a series of  disabilities  has continued
                  for a period of twelve (12)  consecutive  months or for twelve
                  (12) months in any twenty-four (24) consecutive  month period,
                  Employee's employment shall terminate, whereupon he shall have
                  no further rights to compensation  under this agreement except
                  the right to be  considered  an employee  of the Company  with
                  respect to health  insurance  for Employee and his family (for
                  so long as  Employee's  Disability  shall  exist)  hereto  and
                  except the right to receive disability insurance proceeds with
                  respect to insurance policies for which he is the insured, the
                  premiums for which were paid by Employer.

         (g)      The term  "disability" as used in this Paragraph is defined as
                  the  inability  of  Employee  to  substantially   perform  the
                  employment  obligations  as herein  set forth due to mental or
                  physical illness or accident.

         12.  Termination  Upon  Retirement  or Notice.  From and after the time
Employee attains age 65, he may retire at any time by notifying Company at least
120 days prior to his intended  retirement date or be retired by Company upon at
least two years notice.  In addition,  Employee may terminate his  employment at
any time after December 31, 2005, upon six (6) months prior notice.  If a notice
of  termination  has been  given  under this  paragraph,  and the  Agreement  is
terminated under another  provision if this Agreement,  such as by death ("Other
Termination  Provision")  prior  to the


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<PAGE>


date of such  termination  under this  paragraph,  then the  Agreement  shall be
deemed to have been terminated pursuant to the Other Termination Provision.

         13. Default.  In the event that either party fails to perform  material
provision  of this  Agreement  and  such  failure  continues  for 15 days  after
notification from the non-breaching party, the non-breaching party may terminate
this  Agreement by notice to the  breaching  party.  Such  termination  shall be
without  prejudice to any rights or remedies which the  non-breaching  party may
have.

         14.  Change in Control.  Notwithstanding  any other  provision  of this
Agreement,  should a "change of control" occur, Employee, at his sole option and
discretion, may terminate his employment under this Agreement at any time within
one year after such change of control upon 15 days notice.  In the event of such
termination,  Company  shall pay to  Employee a  severance  payment  ("Severance
Payment")  equal to:  (a) three  times  the then  current  bonus due or pro rata
portion  thereof  and (b) three  times the base  amount as  defined  in  Section
280G(b)(3) of the Code minus $1.00.  Notwithstanding  the foregoing,  (a) if the
Severance  Payment  and any other  amounts  payable by Company to  Employee  are
parachute payments under Code Section 280G (collectively,  "Parachute Payments")
and, (b), if reducing the Severance Payment would eliminate the tax provided for
in Code Section 4999 ("Section 4999 Tax") which would otherwise be applicable to
the Parachute Payments, and (c) if, because of such elimination,  the net amount
of the  Parachute  Payments  (total  payments  minus  Section 4999 Tax) would be
greater than such net amount without reduction, then the Severance Payment shall
be reduced by the smallest  amount  required to eliminate the  imposition of the
Section 4999 Tax. The foregoing  determination  shall be made by Company's Board
of Directors and this determination  shall be binding upon Company and Employee.
The amount determined under the foregoing  provisions of this paragraph shall be
payable  no later  than one month  after the  effective  date of the  Employee's
termination of employment. A change in control means: (a) the acquisition by any
person or entity, other than Company or a "related entity," of (i) more than 20%
without the approval of the Board of the outstanding  shares of Company's voting
stock on a diluted and/or converted basis through a tender offer, exchange offer
or  otherwise  or (ii)  more  than  50% with the  approval  of the  Board of the
outstanding shares of Company's voting stock on a diluted and/or converted basis
through  a tender  offer,  exchange  offer or  otherwise;  (b) the sale or other
disposition of all or substantially all of Company's assets unless  shareholders
of  Company  prior to such sale or  disposition  own at least 50% of the  voting
stock on a diluted and/or  converted  basis of the purchaser,  and the purchaser
assumes   Company's   obligations   under  this  Agreement;   (c)  a  merger  or
consolidation involving Company which results in Company not being the surviving
parent  corporation or after which shareholders of the Company own less than 50%
of the voting stock on a diluted and/or converted basis of the surviving entity;
or (d) any time during any two-year period in which  individuals who constituted
3/5 of the Members , the Board at the start of such  period  (except in the case
of a transaction  described in a(i) or (c)), shall no longer constitute at least
3/5th of the Board of Directors of the Company;  provided however, that Employee
shall not have voted for removal of said  member(s)  of the Board of  Directors,
except in the event of removal  "for cause".  Further,  it shall not be deemed a
change in control as a result of a change of  directors  via annual  election(s)
unless said change in the Board of Directors  was  effectuated  as a result of a
shareholder  vote at an annual  meeting of the  Company  and  Employee  voted to
retain the removed


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<PAGE>


directors.  A "related  entity" is the  parent,  a  subsidiary  or any  employee
benefit plan  (including a trust  forming a part of such a plan)  maintained  by
Company, its parent or a subsidiary.

         15.  Non-Competition.  For a three  (3)  year  period  from  and  after
termination of Employee's  employment for any reason other than death,  Employee
shall not engage, directly or indirectly,  either on his own behalf or on behalf
of any  other  person,  firm,  corporation  or  other  entity,  in any  business
competitive  with  the  business  of  Company,  at the  time of  termination  of
Employee's  employment,  or own more than 5% of any such  firm,  corporation  or
other entity.  In addition,  Employee must furnish Company with such information
as Company  shall from time to time request in order to determine  that Employee
is in  compliance  with the  requirements  of the  preceding  provisions of this
paragraph.  The  payments to be made under  paragraph  10 are  conditioned  upon
Employee's  complying with the provisions of this  paragraph.  In the event that
such provisions are not complied with, then, in addition to all other rights and
remedies  which  Company  may have ( and which  Employee  agrees  shall  include
equitable  relief),  Company may suspend such payments for any period of time in
which  Employee  is not in  compliance  with the  preceding  provisions  of this
paragraph.   Employee  agrees  that  the  restrictions  of  this  paragraph  are
reasonable and required to protect the legitimate business interests of Company.

         16.  Nondisclosure;  Return of Records.  Employee  will not,  except as
authorized  by  Company,  publish  or  disclose  to  others,  or use for his own
benefit, or authorize anyone else to publish or disclose or use, or copy or make
notes of any secret,  proprietary,  or confidential  information or knowledge of
data or trade secrets of or relating to the business activities of Company which
may come to Employee's  knowledge  during his employment with the Company.  Upon
termination of Employee's  employment  for any reason,  Employee will deliver to
Company,  without retaining any copies, notes or excerpts,  all records,  notes,
data,  memoranda,  and all other  documents  or  materials  made or  compiled by
Employee,  or made available to him by Company during his employment,  which are
in Employee's  possession  and/or  control and which are the property of Company
and/or which relate to  Employee's  employment  or the  business  activities  of
Company.

         17. Confidential  Business Information - Defined.  Employee recognizes,
acknowledges,  and agrees that the courses of  treatment,  supplies,  documents,
lists, files, records,  data, and any other information  developed,  acquired or
used by the Company in its  business,  including all  information  developed and
acquired by Employee  in the course of his  relationship  with the Company as it
may exist from time to time, are considered confidential.

         18.  Confidential  Business  Information - Admissions.  Employee admits
that such Confidential  Business Information is a valuable,  special, and unique
asset of the Company's business that gives the Company advantage over its actual
and potential competitors, and Employee further admits and agrees that:

                  a. Company has implemented  such practices and measures as are
reasonably  necessary  to preserve  and to protect the  confidentiality  of such
Confidential Business Information;

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<PAGE>


                  b.  Employee,  by  reason of the  trust  relationship  arising
between him and the Company,  owes the Company a fiduciary  duty to preserve and
protect such Confidential Business Information from all unauthorized  disclosure
or unauthorized use;

                  c. Such Confidential  Business Information  constitutes "trade
secrets";

                  d.  Unauthorized   disclosure  or  unauthorized  use  of  such
Confidential Business Information would irreparably injure the Company.

         19.  Confidential  Business  Information  - Prohibited  Acts.  Employee
understands and agrees that all such Confidential  Business Information is to be
preserved and protected,  is not to be disclosed or made available,  directly or
indirectly,  to third persons for purposes unrelated to the business  objectives
of the  Company  without  prior  written  authorization  and is not to be  used,
directly or indirectly,  for any purpose unrelated to the business objectives of
the Company.

         20.  Confidential   Business  Information  -  Continuing   Obligations.
Employee  understands and agrees that his obligations under this Confidentiality
Agreement,  specifically  including the  obligations to preserve and protect and
not to  disclose  (or make  available  to  third  persons)  or use for  purposes
unrelated  to the business  objectives  of the Company,  without  prior  written
authorization  of the  Company,  continue  indefinitely  and do not,  under  any
circumstances   or  for  any  reason,   cease  upon  termination  of  Employee's
relationship with the Company;  and that such Confidential  Business Information
shall remain the sole property of the Company.

         21. Confidential Business Information - Proprietary Interest.  Employee
understands and agrees that all such  Confidential  Business  Information is and
shall remain, at all times, the sole property of the Company; that he obtains no
proprietary  interest in any  Confidential  Business  Information  developed  or
acquired in the course of his relationship  with the Company;  and that it shall
be no defense to enforcement of this Confidentiality  Agreement that Employee or
any  third-party  acting on his behalf or direction,  developed or acquired,  in
whole  or in part,  the  Confidential  Business  Information  disclosed  or used
without authorization.

         22. Confidential  Business Information - Remedies.  If an action should
have  to  be  brought  by  the  Company  to  enforce  the   provisions  of  this
Confidentiality Agreement,  Employee recognizes,  acknowledges,  and agrees that
the Company shall be entitled to all remedies at law and/or equity,  all without
the need of bond. All such remedies shall be cumulative and not exclusive.

         23.  Company.  For  purposes  of  this  Agreement,  the  Company  means
WindsorTech, Inc. and all parent subsidiaries and affiliates.

         24. Binding  Effect.  This Agreement shall be binding upon and inure to
the benefit of Company and any  successors or assigns of Company,  and Employee,
his  heirs,  personal   representatives  and  assigns,  except  that  Employee's
obligations to perform services and rights to receive payment therefore shall be
non-assignable and nontransferable.


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<PAGE>


         25. Entire  Agreement:  Modification.  This Agreement  constitutes  the
entire  agreement  between the parties  with  respect to the subject  matter and
supersedes  all  prior  or  contemporaneous  agreements  not set  forth  in this
agreement.  This  Agreement  may not be modified  other than by an  agreement in
writing signed by each of the parties.

         26.  Waiver.  Any failure by either  party to enforce any  provision of
this  Agreement  shall not  operate as a waiver of such  provision  or any other
provision.  Any waiver by either  party of any breach of any  provision  of this
Agreement shall not operate as a waiver of any other breach of such provision or
any other provision of this agreement.

         27. Severability.  The invalidity or unenforceability of any particular
provision  of this  Agreement  shall not  effect  the other  provisions  of this
Agreement,  and this  Agreement  shall be  construed  in all respects as if such
invalid or unenforceable provision were omitted.

         28. Paragraph  Headings.  Paragraph headings  throughout this Agreement
are solely for the  convenience  of the parties and shall not be  construed as a
part of any section or as modifying the contents of any section.

         29.  Governing Law. This  Agreement  shall be governed and construed in
accordance with the laws of the State of Florida.

         30.  Notices.  All notices  under this  Agreement  shall be  personally
delivered,  sent certified mail,  postage  prepaid,  to Company at its corporate
office and to Employee at his principal residence, or sent by telecopy.

         31. Modification.  In the event that any provision of this Agreement is
invalid or  unenforceable,  it shall be  modified  to the extent  required to be
valid and enforceable and only to such extent. If it cannot be so modified, then
it shall be deemed to have been deleted from this  Agreement  but such  deletion
shall not affect the remaining terms and provisions of this Agreement.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.

Company                                Employee:

WindsorTech, Inc.                      Marc Sherman

--------------------------------       ---------------------------------
By:
Title:


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<PAGE>



                                   EXHIBIT "A"
                                WINDSORTECH, INC.
                                   Bonus Plan

                                  For Year 2004

<TABLE>
<CAPTION>
<S>                                                             <C>             <C>
--------------------------------------------------------------- --------------- ------------------
2004 Corporate Goals:                                              Category        % of Bonus
--------------------------------------------------------------- --------------- ------------------
1. Raise a minimum of $2.0 million, either through debt
   or capital or a combination thereof.                               A                25%

--------------------------------------------------------------- --------------- ------------------
2. Complete an acquisition of one or more companies
   with cumulative EBITDA of $1,000,000                               B                25%

--------------------------------------------------------------- --------------- ------------------
3. Achieve  2004  revenue  growth  of  WTI  (NJ)  of 30%
   compared to 2003.                                                  C                10%

--------------------------------------------------------------- --------------- ------------------
4. Achieve Business Plan EBT of $1,111,824                            D                40%

--------------------------------------------------------------- --------------- ------------------
</TABLE>

                            Compensation Objectives:

1.       To 09/30/04 (end of current  contract) Base Salaries and bonus bases as
         follows:
<TABLE>
<CAPTION>
<S>                                           <C>                     <C>
         ------------------------------------ ----------------------- -------------------------
                        Name                         Salary*                Bonus Base**
         ------------------------------------ ----------------------- -------------------------
               Marc Sherman, Chairman                $300,000                 $150,000
         ------------------------------------ ----------------------- -------------------------

2.       Bonus plan kicks in after achieving at least 85% of the above goals, and is payable as follows:

         ------------------------------------ ------------------------ ------------------------------------
                                               Amount of Bonus Base
                 % of Goal Achieved                  Payable                  Cumulative Bonus Paid
         ------------------------------------ ------------------------ ------------------------------------
                        85.0%                           10%                            10%
         ------------------------------------ ------------------------ ------------------------------------
                    85.1 - 90.0%                        10%                            20%
         ------------------------------------ ------------------------ ------------------------------------
                    90.1 - 95.0%                        10%                            30%
         ------------------------------------ ------------------------ ------------------------------------
                    95.1 - 100.0%                       10%                            40%
         ------------------------------------ ------------------------ ------------------------------------
                   100.1 - 105.0%                       25%                            65%
         ------------------------------------ ------------------------ ------------------------------------
                   105.1 - 110.0%                       25%                            90%
         ------------------------------------ ------------------------ ------------------------------------
                   110.1 - 115.0%                       30%                           120%
         ------------------------------------ ------------------------ ------------------------------------
                   115.1 - 120.0%                       35%                           155%
         ------------------------------------ ------------------------ ------------------------------------
</TABLE>

The Bonus due is calculated as follows: Multiply the "% of Goal Achieved" by the
percentage in the  "Cumulative  Bonus Paid"  column.  This  computation  is done
independently for each corporate goal then added up to calculate the total bonus
to be paid.


*        10/-1/04 - 12/31/04 Base Salary is per new contract.

**       10/01/04 - 12/31/04 Bonus Base is $400,000.00

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