Exhibit 10.20                                        1
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                               INDEMNITY AGREEMENT

         Agreement, dated as of September 18, 2002, between Manchester
Technologies,  Inc., a New York Corporation (the "Company"), and Elan Yaish (the
"Indemnitee").

         Whereas, the Indemnitee is presently serving as Chief Financial Officer
(the "CFO") of the Company and in such capacity renders valuable services to the
Company, and

     Whereas, the Company desires to have Indemnitee to continue to serve as the
CFO of the Company, and

     Whereas,  the  Certificate  of  Incorporation  of the Company  requires the
Company to indemnify and advance  expenses to its directors and officers whom it
may indemnify  pursuant to Article 7 of the New York State Business  Corporation
Law to the full extent permitted by said Article 7, and Indemnitee is willing to
continue  to  serve  as the  CFO of the  Company  in part  in  reliance  on such
provision of the Certificate of Incorporation; and

         Whereas, the vagaries of "public policy" and interpretations of
statutes, certificates of incorporation and by-laws make uncertain the
indemnification protection so provided; and

     Whereas, the Board of Directors has concluded that such uncertainty and the
continuation  of present trends in litigation  against  corporate  directors and
officers will inevitably  result in less effective  direction and supervision of
the Company's  business affairs,  and the Board deems such consequences to be so
detrimental to the best interests of the Company's  shareholders  that it is not
only  reasonable  and prudent but  necessary  for the Company  contractually  to
obligate  itself to indemnify in a reasonable and adequate  manner its directors
and officers and establish  procedures and presumptions  with respect thereto to
make the process of indemnification more certain; and


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     Whereas,  the New  York  Business  Corporation  Law (the  "BCL")  expressly
recognizes that the  indemnification  provisions of the BCL are not exclusive of
any other rights to which a person seeking indemnification may be entitled under
the  Certificate  of  Incorporation  or By-Laws of the Company,  a resolution of
shareholders  or  directors,  an agreement or otherwise,  and this  Agreement is
being  entered  into  pursuant  to and in  furtherance  of  the  Certificate  of
Incorporation  and By-Laws of the  Corporation,  as  permitted by the BCL and as
authorized by the Certificate of Incorporation and the Board of Directors of the
Corporation; and

     Whereas, as additional consideration to the Indemnitee to continue to serve
as the CFO of the  Company and in order to induce  Indemnitee  to continue to do
so, and to provide  Indemnitee  with  specific  contractual  assurance  that the
indemnification  and  related  protections   afforded  by  such  Certificate  of
Incorporation and certain protection otherwise available under New York Law will
be available to  Indemnitee  on an on-going  basis  (regardless  of, among other
things, any Amendment to such Certificate of Incorporation).

     Now, Therefore, the Company and the Indemnitee herein agree as follows:

1.   Certain definitions:

     (a)  Claim:  any  threatened,   pending  or  completed   action,   suit  or
          proceedings,  or inquiry or  investigation,  whether  conducted by the
          Company or any other party,  that  Indemnitee  in good faith  believes
          might lead to the institution of any such action,  suit or proceeding,
          whether civil, criminal,  administrative,  investigative or otherwise,
          or any appeal therefrom.


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     (b)  Expenses:  include  reasonable  attorneys'  fees and all other  costs,
          expenses  and   obligations   paid  or  incurred  in  connection  with
          investigating,  preparing  for,  defending  or  participating  in  the
          defense  of   (including   on  appeal)  any  Claim   relating  to  any
          Indemnifiable  Event, but shall not include the amount of judgments or
          fines against Indemnitee.

     (c)  Indemnifiable  Event: any event or occurrence related to the fact that
          Indemnitee is or was a director or an officer of the Company, or is or
          was  serving at the request of the Company as a director or an officer
          of another corporation,  partnership, limited liability company, joint
          venture,  trust or other enterprise,  or by reason of anything done or
          not done by Indemnitee in such capacity.

     (d)  Indemnified  Amounts:  All amounts payable by the Company  pursuant to
          Article 3 and Article 4 hereof.

     (e)  Reviewing Party: any appropriate person or body consisting of a member
          or members of the Company's  Board of Directors or any other person or
          body  appointed by the Board,  other than  individuals  subject to the
          claim,  or as  otherwise  provided  under  Article  7 of the  BCL.

2.   Indemnitee  will  continue  to serve,  at the will of the  Company or under
     separate contract, if such exists, the Company as an officer faithfully and
     to the best of his ability so long as he is duly  elected and  qualified in
     accordance with the provisions of the By-laws thereof or until such time as
     he tenders his resignation in writing.


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3.   In the event  Indemnitee  was, is or becomes a party to or witness or other
     participant  in, or is threatened to be made a party to or witness or other
     participant  in a  Claim  by  reason  of (or  arising  in  part  out of) an
     Indemnifiable  Event, the Company shall indemnify Indemnitee to the fullest
     extent permitted by law, as soon as practicable,  but in any event no later
     than thirty (30) days after  written  demand is  presented  to the Company,
     against any and all Expenses,  judgments, fines, penalties and amounts paid
     in  settlement,  other  than  those  paid  to the  Company  (including  all
     interest,  assessments and other charges paid or payable in connection with
     or in respect of such Expenses, judgments, fines, penalties or amounts paid
     in  settlement),  of such Claim.  If so requested in writing by Indemnitee,
     the Company,  to the fullest extent permitted by law, shall advance (within
     thirty [30] days after  receipt of such  request)  any and all  Expenses to
     Indemnitee, provided such request is accompanied by an undertaking by or on
     behalf of  Indemnitee  to repay such  Expenses  if it shall  ultimately  be
     determined  that he is not  entitled  to be  indemnified  by the Company as
     provided  in this  Agreement  or if, and to the  extent,  such  Expenses so
     advanced by the Company exceed the  indemnification  to which Indemnitee is
     entitled, to repay such excess. In connection with any determination by the
     Reviewing  Party or  otherwise as to whether  Indemnitee  is entitled to be
     indemnified  hereunder  the  burden  of proof  shall be on the  Company  to
     establish  that  Indemnitee is not so entitled.  If within thirty (30) days
     after a demand  for  indemnity  has been filed  with the  Company  (or upon
     receipt of written notice that such demand has been  rejected,  if earlier)
     there has been no  determination of entitlement to  indemnification  by the
     Reviewing  Party,  or if  pursuant to Article 7 of the BCL,  the  Reviewing
     Party  determines that Indemnitee  would not be permitted to be indemnified
     in whole or in part under  applicable  law,  or if pursuant to Article 7 of
     the BCL, the Reviewing Party  determines that Indemnitee shall repay all or
     a portion of the Expenses  advanced by the Company,  Indemnitee  shall have
     the  right  to  commence  litigation  compelling  or  challenging  any such
     determination by the Reviewing Party or any aspect thereof,  in which event
     Indemnitee  shall not be required  to  reimburse  the Company any  advanced
     Expenses until a final judicial  determination is made with respect thereto
     as to which all rights of appeal therefrom have been exhausted or lapsed.


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4.   The  Company,  to the fullest  extent  permitted  by law,  shall  indemnify
     Indemnitee  against any and all  Expenses  and, if  requested in writing by
     Indemnitee,  shall (within  thirty [30] days after receipt of such request)
     advance such Expenses to him (provided  such request is  accompanied  by an
     undertaking  by or on behalf of  Indemnitee  to repay such  Expenses  if it
     shall ultimately be determined that he is not entitled to be indemnified by
     the Company as provided in this  Agreement),  which are  incurred by him in
     connection with any Claim asserted against or action brought by him for (i)
     indemnification  or advance  payment of Expenses by the Company  under this
     Agreement  or  any  other   agreement  or  the  Company's   Certificate  of
     Incorporation  or By-Laws now or  hereafter in effect  relating  Claims for
     Indemnifiable  Events,  and/or (ii) recovery under any available directors'
     and  officers'  liability  insurance  policies  maintained  by the Company,
     PROVIDED, HOWEVER, that no indemnification shall be made under this Article
     4 if  Indemnitee  ultimately  is  determined  not to be  entitled  to  such
     indemnification, advance Expense payment or insurance recovery, as the case
     may be, as provided in this  Agreement.

5.   If  Indemnitee  is  entitled  under  any  provision  of this  Agreement  to
     indemnification  by the Company for some or a portion of a Claim,  but not,
     however,   for  all  of  the  total  amount  thereof,   the  Company  shall
     nevertheless   indemnify  Indemnitee  for  the  portion  thereof  to  which
     Indemnitee is entitled.  Moreover,  notwithstanding  any other provision of
     this  Agreement,  to the extent that  Indemnitee has been successful on the
     merits or otherwise in defense of any Claim relating in whole or in part to
     an  Indemnifiable  Event or in  defense  of any  issue or  matter  therein,
     including  dismissal  without  prejudice,  Indemnitee  shall be indemnified
     against all Expenses incurred in connection therewith.


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6.   For purposes of this Agreement, the termination of any claim, action, suit,
     proceeding, inquiry or investigation by judgment, order settlement (whether
     with  or  without  Court  approval),  conviction,  or  upon a plea  of nolo
     contendere  (literally  "No  Contest")  or its  equivalent,  shall not,  of
     itself,  create a presumption  that  Indemnitee did not meet any particular
     standard  of  conduct  or have any  particular  belief  or that a Court has
     determined that indemnification is not permitted by applicable law.

7.   (a) Promptly after receipt by Indemnitee of notice of the  commencement  of
     any action, suit, proceeding, inquiry or investigation, Indemnitee will, if
     a Claim in respect  thereof is to be made  against the  Company  under this
     Agreement,  notify the Company of the commencement thereof. With respect to
     any such action,  suit,  proceeding,  inquiry or  investigation as to which
     Indemnitee requests indemnification:

          (i)  The Company  will be entitled to  participate  therein at its own
               expense; and


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          (ii) Except as  otherwise  provided  below,  to the extent that it may
               wish,  the  Company  jointly  with any other  indemnifying  party
               similarly  notified  will  be  entitled  to  assume  the  defense
               thereof,  with counsel  reasonably  satisfactory  to  Indemnitee.
               After notice from the Company to Indemnitee of its election so to
               assume the defense  thereof,  the  Company  will not be liable to
               Indemnitee  under this  Agreement for any legal or other expenses
               subsequently  incurred  by  Indemnitee  in  connection  with  the
               defense thereof other than  reasonable  legal fees and reasonable
               costs of  investigation  incurred prior to such  assumption or as
               otherwise  provided  below.  Indemnitee  shall  have the right to
               employ his own counsel in such action, suit, proceeding,  inquiry
               or  investigation,  but the fees  and  expenses  of such  counsel
               incurred  after notice from the Company of its  assumption of the
               defense  thereof  shall be at the expense of  Indemnitee  and not
               subject to indemnification hereunder unless (x) the employment of
               counsel by Indemnitee has been authorized by the Company;  (y) in
               the reasonable  opinion of counsel to Indemnitee  there is or may
               be a conflict of interest  between the Company and  Indemnitee in
               the  conduct of the  defense of such  action;  or (z) the Company
               shall not in fact have employed  counsel to assume the defense of
               such  action,  in each of which  cases  the  reasonable  fees and
               expenses of counsel shall be at the expense of the Company.

(b)  Neither the Company nor the  Indemnitee  shall settle any Claim without the
     prior  written  consent  of the  other  (which  shall  not be  unreasonably
     withheld).

8.   The rights of the  Indemnitee  hereunder  shall be in addition to any other
     rights  he may have  against  the  Company,  whether  under  the  Company's
     Certificate  of  Incorporation,  Article 7 of the BCL or otherwise.  To the
     extent  that a change  in  Article  7 of the BCL  (whether  by  statute  or
     judicial decision), permits greater indemnification by agreement than would
     be afforded  currently under the Company's  Certificate of Incorporation or
     this  Agreement,  the parties hereto agree that  Indemnitee  shall enjoy by
     this Agreement the greater benefits so afforded by such change.


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9.   To the extent the  Company at any time  maintains  an  insurance  policy or
     policies providing directors' and officers' liability insurance, Indemnitee
     shall be covered by such  policy or  policies,  in  accordance  with its or
     their  terms,  to the  maximum  extent of the  coverage  available  for any
     Company  director or  officer.  If  Indemnitee  receives  payment  from any
     insurance carrier or from the plaintiff in any Claim against  Indemnitee in
     respect of Indemnified  Amounts after payments on account of all or part of
     such  Indemnified  Amounts have been made by the Company  pursuant  hereto,
     Indemnitee shall promptly  reimburse to the Company the amount,  if any, by
     which the sum of such payment by such  insurance  carrier or such plaintiff
     and payments by the Company or pursuant to arrangements made by the Company
     to Indemnitee exceeds such Indemnified  Amounts;  provided,  however,  that
     such portions,  if any, of such insurance  proceeds that are required to be
     reimbursed  to the  insurance  carrier  under  the  terms of its  insurance
     policy, such as deductible or co-insurance payments, shall not be deemed to
     be  payments  to  Indemnitee  hereunder.   In  addition,  upon  payment  of
     Indemnified  Amounts  hereunder,  the Company  shall be  subrogated  to the
     rights of Indemnitee (to the extent of such payments) against any insurance
     carrier  (to  the  extent  permitted  under  such  insurance  policies)  or
     plaintiff  in respect of such  Indemnified  Amounts  and  Indemnitee  shall
     execute and deliver any and all  instruments  and documents and perform any
     and all other acts or deeds which the Company deems  necessary or advisable
     to secure such rights.  Such right of subrogation  shall be terminated upon
     receipt  by the  Company  of the  amount  to be  reimbursed  by  Indemnitee
     pursuant to the second sentence of this paragraph.

10.  In making any written request for Expenses,  Indemnitee shall submit to the
     Company a schedule  setting  forth in  reasonable  detail the dollar amount
     expended or incurred and expected to be expended.  Each such listing  shall
     be  supported  by the  bill,  agreement,  or other  documentation  relating
     thereto, each of which shall be appended to the schedule as an exhibit.

11. No payments pursuant to this Agreement shall be made by the Company:

          (a) To indemnify  or advance  Expenses to  Indemnitee  with respect to
     Claims  initiated or brought  voluntarily  by Indemnitee  and not by way of
     defense,  except with  respect to Claims  brought to establish or enforce a
     right to  indemnification  under this  Agreement  or any  statute or law or
     otherwise  as  required  under New York law,  but such  indemnification  or
     advancement of Expenses may be provided by the Company in specific cases if
     a majority of the Board of  Directors  finds it to be  appropriate;

          (b) To  indemnify  Indemnitee  for  any  Expenses,  judgments,  fines,
     penalties or ERISA excise taxes for which  Indemnitee is indemnified by the
     Company otherwise than pursuant to this Agreement;


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          (c) To indemnify  Indemnitee under this Agreement for any amounts paid
     in settlement of any Claim effected without the Company's  written consent;
     however,  the Company  will not  unreasonably  withhold  its consent to any
     proposed settlement;

          (d) To  indemnify  Indemnitee  for  any  Expenses,  judgments,  fines,
     penalties  or ERISA  excise  taxes for which  payment is  actually  made to
     Indemnitee  under a valid  and  collectible  insurance  policy,  except  in
     respect of any excess beyond the amount of payment under such insurance;

          (e) To indemnify  Indemnitee  for any  Expenses,  judgments,  fines or
     penalties sustained in any Claim for an accounting of profits made from the
     purchase or sale by Indemnitee of securities of the Company pursuant to the
     provisions of Section  16(b) of the  Securities  Exchange Act of 1934,  the
     rules and  regulations  promulgated  thereunder and  amendments  thereto or
     similar provisions of any federal, state or local statutory law;

          (f) To indemnify  Indemnitee against any Expenses,  judgments,  fines,
     penalties or ERISA excise taxes based upon or  attributable  to  Indemnitee
     having  been  finally  adjudged  to have  gained  any  personal  profit  or
     advantage to which he was not legally entitled;

          (g) To  indemnify  Indemnitee  for  any  Expenses,  judgments,  fines,
     penalties or ERISA excise taxes resulting from  Indemnitee's  conduct which
     is finally adjudged to have been willful misconduct,  knowingly fraudulent.
     deliberately  dishonest or in violation of Indemnitee's  duty of loyalty to
     the Company; or

          (h) If a court of competent  jurisdiction shall finally determine that
     any indemnification hereunder is unlawful.


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12.  No supplement, modification, amendment, termination or cancellation of this
     Agreement  shall be binding  unless  executed  in  writing  by the  parties
     hereto.  No  waiver of any of the  provisions  of this  Agreement  shall be
     deemed or shall constitute a waiver of any other provisions hereof (whether
     or not similar), nor shall such waiver constitute a continuing waiver.

13.  This  Agreement (i) shall be binding upon the successors and assigns of the
     Company,  including any direct or indirect  successor by purchase,  merger,
     consolidation  or  otherwise  to all or  substantially  all of the business
     and/or assets of the Company,  and (ii) shall be binding upon, inure to the
     benefit of and be  enforceable  by any  successors  and  assigns,  spouses,
     heirs, and personal and legal representatives of Indemnitee. This Agreement
     shall continue after  Indemnitee  ceases to serve as the CFO of the Company
     or  of  any  other  enterprise  at  the  Company's   request,   as  to  all
     Indemnifiable Events occurring prior to such cessation.

14.  The provisions of this  Agreement  shall be severable in the event that any
     of the provisions  hereof (including any provision within a single section,
     paragraph or sentence) are held by a Court of competent  jurisdiction to be
     invalid,  void or otherwise  unenforceable,  and the  remaining  provisions
     shall remain enforceable to the fullest extent permitted by law.

15.  The Company hereby (i) irrevocably  submits to the  jurisdiction of any New
     York State or Federal Court sitting in Nassau or Suffolk County,  New York,
     in any action or proceeding  arising out of or relating to this  Agreement,
     (ii) waives any defense based on doctrines of venue or forum non conveniens
     or similar rules or doctrines, and (iii) irrevocably agrees that all claims
     in respect of such action or proceeding may be heard and determined in such
     New York State or Federal Court.


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16.  All notices, or other communications  required or permitted hereunder shall
     be in  writing  and  shall  be  pursuant  to fax  transmission  or  sent by
     Certified Mail, Return Receipt Requested,  with postage prepaid,  and shall
     be deemed given when so faxed,  or if mailed,  five (5) days after the date
     of mailing,  as follows, or to such other address as the parties shall have
     given  notice  pursuant  hereto:

 (a) If to  the  Company,  to:          Manchester Technologies,  Inc.
                                        160 Oser  Avenue  Hauppauge,  NY 11788
                                        Att:  Barry R. Steinberg, President
                                        Fax Number: (631) 435-2340

     with a copy to:                    Kressel, Rothlein, Walsh & Roth, LLC
                                        684 Broadway
                                        Massapequa, NY  11758
                                        Att:     Joel Rothlein, Esq.
                                        Fax Number: (516) 798-5498

 (b) If to Indemnitee, to:              Elan Yaish





17.  This  Agreement  shall  be  governed  by  and  construed  and  enforced  in
     accordance  with the laws of the State of New York  applicable to contracts
     made  and to be  performed  in such  State  without  giving  effect  to the
     principles of conflicts of laws.

18.  This  Agreement  may be executed in  multiple  counterparts,  each of which
     shall be an original, but all of which shall constitute one instrument.

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

In the Presence of:                     Manchester Technologies, Inc.


__________________________              By:

                                            Barry R. Steinberg, President



 _________________________                  Elan Yaish, Indemnitee


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