Exhibit 10.4                                       -1-


                             AGREEMENT OF EMPLOYMENT

     AGREEMENT  made this  first day of April,  2003 by and  between  Manchester
Technologies,  Inc., a domestic  Corporation  maintaining its principal place of
business at 160 Oser Avenue,  Hauppauge,  New York, 11788  [hereinafter known as
the "Employer"], Robert Sbarra, residing at 70 Shelley Drive, Bethpage, New York
11714  [hereinafter  known as the  "Employee"].  Whereas,  the  Employer and the
Employee   are  mutually   desirous  of   establishing   the   Employer/Employee
relationship  and are desirous of more  particularly  defining  their rights and
obligations each to the other.

     Now,  Therefore,  in  consideration  of the mutual covenants and conditions
contained herein, and of the sum of Ten and 00/100 [$10.00] Dollars,  to each in
hand paid by the other, it is agreed as follows:

1.       Employment.

     The  Employer  hereby  hires the  Employee  to  perform  such  services  as
hereinafter  set forth in Paragraph  "2.",  and the Employee  does hereby accept
such  employment and agrees to perform the duties required of him to the best of
his ability.

2.       Duties.

     The  duties  of the  Employee  for the  Employer,  pursuant  to the  within
Agreement, shall consist of the following: Vice President - Sales and Marketing.

     [a] In addition to the foregoing  duties,  the Employee shall do such other
work as may be required of him from time to time by the Employer,  on, under and
subject to the  instructions,  directions  and  control of the  Employer.  It is
specifically understood and agreed that no additional compensation shall be paid
to the  Employee  in the event of such change or  amendment  of the duties to be
performed by the Employee.

3. Place of Employment.
     At the commencement of this Contract, the Employee shall perform his duties
at such place or places as may be directed by the Employer,  and as required for
the  fulfillment  of his  duties  hereunder;  Provided,  However,  the  Employee
acknowledges  that his duties may require that he engage in a reasonable  amount
of travel to the locations of customers, suppliers, trade shows and the like.

4.       Term.

     The Employer hereby engages the Employee to perform the duties as set forth
in the  within  Agreement  for a  period  of three  [3]  years  and four  months
commencing on April 1, 2003,  the "Effective  Date" and  terminating on July 31,
2006, the "Scheduled Expiration Date".

5.       Best Efforts and sole Employment.

     That  during the term of this  Agreement,  the  Employee  shall  devote his
entire time and energy,  and give his best  endeavors  to the  discharge  of his
duties  hereunder,  and he shall  not,  during the term  hereof,  enter into the
services of, or be employed in any capacity,  or for any purpose whatsoever,  by
any person, partnership, firm or corporation,  other than the Employer, and that
he will  not,  during  the said  period of time,  be  engaged  in any  business,
enterprises or undertaking, other than his employment hereunder.

     [a] The Employee specifically acknowledges that he will receive no overtime
or other additional compensation,  at such time or times during the term hereof,
as his duties  hereunder may require  additional  work time beyond the so-called
normal work day or days.

6.       Compensation.

     A.  As  compensation  for his  services  as  aforesaid,  and as  salary  in
connection  with the  duties to be  performed  by him,  the  Employer  shall pay
Employee bi-weekly based upon an annual salary of $225,000.00.

     B. As additional  compensation  for the performance of his duties hereunder
from the Commencement Date through July 31, 2003, Employee shall receive a bonus
of $10,000.00.

     C. As additional  compensation  for the performance of his duties hereunder
from August 1, 2003 through July 31, 2004,  the Employee shall receive a "Bonus"
subject to terms and conditions as hereinafter set forth:

          1.  Employee  shall be paid  $7,500.00 per  $1,000,000.00  of "Pre Tax
     Earnings" ("PTE") realized by the Employer on an "Unconsolidated Basis". In
     the event PTE  exceeds  10  million  Employee  shall be paid an  additional
     $2,500.00 per $1,000,000.00 of PTE.

     Example 1 - PTE is $900,000.00. No Bonus is earned.

     Example 2 - PTE is 2.5  Million.  The Bonus under  this  provision  is 2 x
          $7,500.00 or $15,000.00.

     Example 3 - PTE is 11.5  million.  The Bonus under this  provision  if 11 x
     $10,000.00 or $110,000.00.

     For purposes of this  Paragraph  "Sixth B", the terms  "Revenue and Pre-Tax
Earnings" shall have the respective  meanings set forth below:

     (a) Revenue shall mean the Company's  gross revenues  derived from sales of
products and services on an unconsolidated basis.
    (b) Pre-Tax  Earnings  shall mean the Company's net income from the sale of
products  and  services  on an  unconsolidated  basis  prior to  adjustment  for
federal,  state and local income taxes.  Pre Tax Earnings shall include invoiced
sales excluding  therefrom the total of those accounts  receivable that are open
and  uncollected in excess of one hundred  twenty [120] days,  and/or are deemed
not  collectable  by either the Chief  Financial  Officer of the Employer or its
General Counsel.

     (c) An  "unconsolidated  basis"  shall  account for all income and expenses
other than income expenses  attributed to operations of Employer's  wholly owned
subsidiary Electrograph Systems, Inc.

     2. Employee  shall receive a bonus of $10,000.00 in the event gross revenue
from sales of Cisco "products" exceeds $30,000,000.00.

          Example 4 - The Company's gross sales from resale of Cisco products is
     $28,000,000.00. No bonus is earned.

          Example 5 - The Company's gross sales from resale of Cisco products is
     $34,000,000.00. A bonus of $10,000.00 is earned.

          Example 6 - The Company's gross sales from resale of Cisco products is
     $65,000,000.00. A bonus of $10,000.00 is earned.

     3. An additional  bonus shall be based upon the sales revenue  derived from
sales of  "Storage".  For purpose  hereof  sales from  "Storage"  shall  include
revenue  derived from sales  categorized as sales of storage in accordance  with
the  Company's  current  sales  program with Hewlett  Packard.  In the event the
revenue from sales of storage exceed  $10,000,000.00 a bonus of $10,000.00 shall
be earned.

     4. An Additional  Bonus based on revenue  derived from sales of "services",
including  services  outsourced or provided by third parties,  provided  however
that at least 50% of the target amounts of revenue from services must be derived
from  the  sales of  "Manchester  Services".  For  purposes  hereof  "Manchester
Services" shall mean services rendered by engineers and technicians  employed by
Employer.

          In the event sales of services  do not exceed  $8,750,000.00  no bonus
     shall be earned.

          In the event sales of services exceed $8,750,000.00, but do not exceed
     $9,750,000.00,  a bonus of $10,000.00 will be earned.

          In the event sales of services exceed $9,750,000.00, but do not exceed
     $10,750,000.00, a bonus of $20,000,00 shall be earned.

          In the  event  sales of  services  exceed  $10,750,000.00,  a bonus of
     $30,000.00 shall be earned.

     5. A "minimum bonus" of $25,000.00  shall be guaranteed for the fiscal year
commencing  August 1, 2003 and ending July 31, 2004.  In the event the aggregate
sum of all other bonuses provided for herein does not meet or exceed  $25,000.00
then the minimum  bonus of  $25,000.00  shall be earned  which bonus shall be in
place of and not in addition to, all other bonuses.

     6. For  purposes  of  determining  whether a bonus is earned in  accordance
herewith,   each  bonus  shall  be  determined  upon  completed  performance  of
Employee's  duties from August 1, 2003  through  July 31,  2004,  based upon the
income, revenue and/or sales during the fiscal year. Accordingly,  the target of
revenue,  sales or PTE as the case may be shall be computed  from August 1, 2003
through  July  31,  2004.  Determinations  of  revenue,  sales  or PTE as may be
required  hereunder shall be made by the Comptroller or Chief Financial  Officer
of the Company on an unconsolidated  basis,  within 45 days of the conclusion of
the fiscal year ending July 31, 2004 and the payment of bonuses  earned shall be
paid within seven (7) days thereof.

     D. As additional  compensation  for the performance of his duties hereunder
from  August 1, 2004  through  July 31,  2005 such  additional  compensation  or
bonuses as may be authorized and approved by the Employer's Board of Directors.

     E. As additional  compensation  for the performance of his duties hereunder
from  August 1, 2005  through  July 31,  2006 such  additional  compensation  or
bonuses as may be authorized and approved by the Employer's Board of Directors.

     F. As additional  compensation for the performance of his duties hereunder,
the Employee shall be paid a "Car Allowance" of $650.00 per month.

     G. The Employer shall pay the Employee,  all expenses  actually incurred by
him for the entertainment of customers,  traveling  expenses and other necessary
expenses of the business. The Employee shall furnish to the Employer an itemized
list of all  expenses so incurred  by him during that month,  setting  forth the
dates, the purpose for which incurred,  and the amounts  thereof,  together with
such receipts  showing such payments as the Employee has reasonably been able to
obtain.

     H. As additional  compensation for the performance of his duties hereunder,
the  Employee  shall  participate  in the medical and health  program  presently
maintained by Manchester and the Employer, to the same extent as other Employees
of the Employer.

     I. As additional  compensation for the performance of his duties hereunder,
the Employee  shall be entitled to 21 days of Paid Annual Leave as a participant
in the "Paid Annual Leave"  program  presently  maintained by the Employer which
shall be inclusive of any vacation days.


<PAGE>


     J. The  Employee  shall be  entitled  to  participate  in the "401K  Profit
Sharing Plan" presently maintained by Manchester,  or a plan equivalent thereto,
which participation shall be subject to the rules,  regulations and requirements
of ERISA and the Manchester 401K Profit Sharing Plan itself.

     K. All "Base Salary",  "Bonuses",  or other compensation of benefits of any
nature, in cash or in kind, paid to the Employee hereunder,  shall be subject to
normal and usual  withholding  taxes and other deductions  imposed by any one or
more local, state, and federal governments.

     L. Upon completion of each year of employment Employer shall pay $15,000.00
per annum in deferred compensation,  vesting three years after payment,  subject
to the terms and conditions of a separate "Deferred  Compensation  Agreement" to
be agreed upon.

7.       Termination of Agreement.

     This Agreement may be canceled by either party hereto, upon prior notice in
writing,  certified mail,  return receipt  requested,  given to the other party,
without any reason whatsoever, and without giving any reason therefor.

     The Employee's term of employment  shall commence on the Effective Date and
shall continue until the earliest to occur of:

     a) The  Scheduled  Expiration  Date,  as per  Paragraph  "Fourth"  (Term of
Agreement).

     b) The death of the Employee.

     c) The Employee voluntarily terminates his employment with Employer without
Good Reason, as hereinafter defined in Paragraph "Eighth g)".

     d) The total or partial disability of the Employee that renders him unable,
after reasonable accommodation, to perform substantially the same duties that he
performed for the Employer prior to incurring such disability for a period of no
less than  ninety  (90) days  which  need not be  consecutive,  in any period of
fifty-two (52) consecutive weeks.

     e) Discharge of the Employee by the Board for "Cause"  which shall mean one
(1) or more of the following:


<PAGE>


          (i)  The  commission  in  the  course  of  the  Employee's  employment
     hereunder  of  any  fraudulent  act.  "Fraudulent  Act"  to be  defined  as
     embezzlement,  theft or other  misappropriation  of  Company  assets of any
     significant nature;

          (ii) The Employee's  conviction of a felony,  whether or not committed
     in the course of his employment by the Employer;

          (iii) The  Employee's  willful  refusal  to carry out  reasonable  and
     lawful  instructions  by  the  C.E.O.  or the  Board  of  Directors  of the
     Employer;  Provided,  However,  that the  Employee  may only be  discharged
     pursuant to the within  provision  after he shall first have been given ten
     (10) days written  notice setting forth the grounds for such discharge and,
     within such ten (10) day period,  shall not have ceased or otherwise  cured
     (to the reasonable satisfaction of the C.E.O. or the Board, as the case may
     be), the activity or activities or omissions  constituting  the grounds for
     such discharge;

          (iv) The third occurrence of a similar act or actions by the Employee,
     that  caused  the  provisions  of (iii)  above  and (vi)  below to be twice
     implemented;

          (v) The  Employee's  willful  disclosure of any trade secrets or other
     material   confidential   corporate  information  of  the  Employer  and/or
     Manchester to persons not authorized to know same,  unless such  disclosure
     is required by any law or Court Order; and

          (vi) The  material  breach of any material  representation,  warranty,
     restriction,  or other  agreement of the  Employee  contained in the within
     Agreement,  and/or  any other  agreement  between  Employee  and  Employer.
     Provided, However, that the Employee may only be discharged pursuant to the
     within provision after he shall first have been given ten (10) days written
     notice setting forth the grounds for such  discharge  and,  within such ten
     (10) day period,  shall not have ceased or otherwise  cured the activity or
     activities or omissions constituting the grounds for such discharge.


<PAGE>


     f) Discharge of the Employee by the Board without Cause. Provided, However,
that Employee may not be  discharged  without Cause during the ten (10) day cure
period provided for in paragraph 8(g) herein.

     g) The Employee  terminates his employment with Employer for "Good Reason."
As used herein,  "Good Reason" shall mean the breach by Employer of any material
representation, warranty, restriction, duty, term, or agreement contained in the
within Agreement and/or in any other agreement between or among the Employee (on
the one hand) and  Employer  (on the other hand).  Provided,  However,  that the
Employee may only  voluntarily  terminate his  employment  for Good Reason after
giving  Employer ten (10) days written notice setting forth the grounds for such
termination and, within such ten (10) day period, Employer shall not have ceased
or otherwise  cured the activity or  activities  or omissions  constituting  the
grounds for such termination;

 8. Effects of Termination

     A. In the event of the termination of the Employee's  employment due to the
discharge of the Employee by the Board without "Cause"  (Paragraph "7 f"), or by
the Employee for Good Reason (Paragraph 7 g) the Employee or  representatives of
the Employee as the case may be, shall be entitled solely to the following:

          (i) In the event such termination  should occur before March 31, 2005,
     the Employee shall receive and be entitled to the following:

     a) "Base  Salary"  for a period  of  twelve  (12)  months  from the date of
termination (the "Severance Period"),  as per Paragraph "6 A."herein,  plus such
other compensation, if any, to which the Employee is entitled, calculated to the
date of termination (except as otherwise stated herein);


<PAGE>


     b) Participation in the Employer's  medical and hospital plan (Paragraph "6
E" herein) during the Severance  Period;  Provided,  However,  if the Employee's
participation  in any  such  plan  is  prohibited  due  to  rules  limiting  the
availability  of such  benefits to  employees,  then the Company  shall  provide
equivalent benefits to the Employee;

     (ii) In the event such  termination  should occur  subsequent  to March 31,
2005,  and prior to July 31, 2006, the Employee shall receive and be entitled to
the following:

          a) "Base  Salary"  for a  period  of six (6)  months  from the date of
     termination,  as per Paragraph "Sixth  A."herein,  or such lessor number of
     months'  salary (or fraction  thereof) as may remain prior to the Scheduled
     Expiration  Date  (the  "Reduced  Severance   Period"),   plus  such  other
     compensation,  if any, to which the Employee is entitled, calculated to the
     date of termination (except as otherwise stated herein);

          b)  Participation   in  the  Employer's   medical  and  hospital  plan
     (Paragraph "6 E" herein)  during the Reduced  Severance  Period;  Provided,
     However, if the Employee's participation in any such plan is prohibited due
     to rules limiting the availability of such benefits to employees,  then the
     Company shall provide equivalent benefits to the Employee;

     B. In the event of the termination of the Employee's  employment due to the
Employee  voluntarily  terminating his employment without Good Reason, the death
of the Employee, or the discharge of the Employee for "Cause" (Paragraph "7 (b),
(c), and (e)"), the Employee shall be entitled to the following:

          (i) The payment of "Base  Salary"  through and including the effective
     date of  termination,  plus such other  compensation,  if any, to which the
     Employee  is  entitled,  pursuant  to  and  subject  to the  conditions  of
     Paragraph  "6  A of  the  within  Agreement,  calculated  to  the  date  of
     termination (except as otherwise stated herein);

          (ii)  Any  Bonus  Awards  previously  earned  but not yet  paid to the
     Employee.


<PAGE>


     C. In the event of the termination of the Employee's  employment due to the
total or partial  disability of the Employee  (Paragraph  "7 d)"),  the Employee
shall be entitled to the following:

     (i) The payment of "Base Salary" less any statutory disability payments for
thirty (30) days from the date of termination, as per Paragraph "Sixth A"herein,
plus such  other  compensation,  if any,  to which  the  Employee  is  entitled,
pursuant to and subject to the  conditions of Paragraph "6 A , calculated to the
date of termination (except as otherwise stated herein);

     (ii)  Participation in the Employer's  medical and hospital plan (Paragraph
"6 E." herein)  for a period of thirty  (30) days from the date of  termination,
Provided,  However,  if  the  Employee's  participation  in  any  such  plan  is
prohibited due to rules limiting the availability of such benefits to employees,
then the Company shall provide equivalent benefits to the Employee;

     (iii) The Bonus Awards  described in Paragraph "6 B" previously  earned but
not yet paid to the Employee .

9.       Employee Restrictions.

     The  Employee  makes the  following  agreements  as part and  parcel of the
consideration  required  of the  Employee  pursuant  to the terms of the  within
Agreement,  and in exchange for the consideration to be received by the Employee
pursuant to the terms of the within Agreement.

     For definition  purposes,  EMPLOYER,  as used in the within Paragraph,  all
parts,  shall be  deemed  to  refer  to  Manchester.,  Employer,  and all  other
subsidiary Corporations of Manchester.

     [a] The  Employee  agrees that he will not at any time,  either  during the
term of this Agreement or thereafter,  divulge to any person, firm,  partnership
or corporation,  any  information  received by the Employee during the course of
his  employment,  with regard to the personal,  financial or any other  business
affairs of the Employer,  and all such  information  of any nature shall be kept
confidential, and shall not in any manner be revealed whatsoever.


<PAGE>


     [b] The  Employee  further  agrees  that he will not  divulge,  publish  or
otherwise  in any manner  reveal,  either  directly  or  indirectly,  or through
another,  to any person,  firm or corporation,  partnership or business  entity,
either  during  the term of his  employment  or  thereafter,  any  knowledge  or
information  whatsoever or any facts concerning any formulas,  business methods,
inventions, devices, accounting systems, financial software packages or systems,
or other items of similar  nature,  used by the Employer during the term of this
Agreement,  which  have been  disclosed  to the  Employee  by the  reason of his
employment,  and the Employee  shall retain all such  knowledge and  information
which he shall acquire during his said employment  respecting said items and the
business  of the  Employer in trust and in a  fiduciary  capacity,  for the sole
benefit of the Employer.

     [c] The Employee  further agrees that he will not, during his employment or
after  the end  thereof,  irrespective  of the  time,  manner  or  cause  of the
termination  of his said  employment,  directly or  indirectly,  disclose to any
person,  firm,  partnership,  corporation  or other business  entity,  the name,
address or business  requirements of any customer of the Employer,  whether same
is a present  customer of the Employer or a future customer  acquired during the
term of the within  Agreement,  and further,  the Employee  will not divulge any
other  information  that he has,  or will have  acquired  during  his  period of
employment.

     [i] All persons,  firms,  corporations and partnerships,  or other business
entities,  and each and  every  one  thereof,  for  whom the  Employer  performs
services,  or engages in any transactions of whatsoever nature, in the course of
the Employer's business,  are and shall be deemed the customers of the Employer,
during the  employment of the Employee as well as after the  termination  of the
employment  of the Employee,  notwithstanding  that some or all of said business
entities  may have been  induced to give their  patronage  and  business  to the
Employer by the solicitation of the Employee.  The Employee herein  specifically
acknowledges  that  the  "Customers"  of the  Employer  are  proprietary  to the
Employer and are deemed the sole property of the Employer.


<PAGE>


     [d]  The  Employee   further  agrees  that  upon  the  termination  of  his
employment,  irrespectful of the time, manner or cause of such termination,  the
Employee  will  surrender to the  Employer  all lists,  books and records of any
nature,  or in connection  with the Employer's  customers and business,  and all
other property belonging to the Employer.

     [e] The Employee  covenants  and agrees with the  Employer  that during his
employment with the Employer,  and at all times after the date of termination of
such   employment,   the  Employee  will  not  solicit  any  of  the  Employer's
then-current  employees to terminate their  employment with the Employer,  or to
become employed by any firm,  company,  or other business  enterprise with which
the Employee may then be connected in any manner or nature.

     [f] The  Employee  further  agrees  that he will not  divulge,  publish  or
otherwise  in any manner  reveal,  either  directly  or  indirectly,  or through
another,  to any person,  firm or corporation,  partnership or business  entity,
either  during  the term of his  employment  or  thereafter,  any  knowledge  or
information  whatsoever or any facts concerning any formulas,  business methods,
inventions,  devices,  accounting system, software packages or systems, or other
items of similar  nature,  used by any third  party and  disclosed  to  Employee
during the term of this  Agreement  which have been disclosed to the Employee in
confidence   by  any  third  party  with  whom  Employer  has  an  agreement  or
understanding  to maintain such  information in confidence or by any third party
pursuant to any  agreement  between  Employer and the third  party,  pursuant to
which the Company and its agents and employees are required not to disclose such
information,  and the Employee shall retain all such  knowledge and  information
which he shall acquire during his said employment  respecting said items and the
business of the third party in trust and in a fiduciary  capacity,  for the sole
benefit of the third party and Employer.

     [g] The Employee  restrictions set forth in the prior  sub-divisions of the
within Paragraph,  shall not apply as to matters pertaining to the Employer that
are  either  public  knowledge,  or have  been  disclosed  to the  public by the
Employer.


<PAGE>


10.      Restrictive Covenants.

     The  Employee  makes the  following  agreements  as part and  parcel of the
consideration  required  of the  Employee  pursuant  to the terms of the  within
Agreement,  and in exchange for the consideration to be received by the Employee
pursuant to the terms of the within Agreement.

     For definition  purposes,  EMPLOYER,  as used in the within Paragraph,  all
parts,  shall be  deemed to refer to  Manchester.  the  Employer,  and all other
subsidiary Corporations of Manchester.

     [a] The Employee specifically acknowledges that the services to be rendered
by him  pursuant to this  Agreement,  are special,  unique and of  extraordinary
character. The Employee therefore agrees that for a period of two [2] years from
the  date  of  termination  of the  employment  of the  Employee  including  the
expiration of the within  Agreement,  the Employee will not, within the area and
territory  as  hereinafter  designated,  directly or  indirectly,  own,  manage,
operate,  join,  control,  consult  for,  be  employed  or  participate  in  the
management,  operation or control of, or be connected in any manner  whatsoever,
with any business of the type and  character  of the business  engaged in by the
Employer at the time of such termination.

                         Territory and Area Restriction

         A 100 mile radius from any office or other business facility maintained
         by Manchester, or any other subsidiary Corporation of Manchester at the
         time of the termination of employment.

11.      Non-Assignment.

     The  Employee  herein  agrees  that he will not assign,  transfer,  convey,
pledge or encumber in any manner,  the within  Contract or his right,  title and
interest therein,  or his power to execute the same or any renewals thereof,  or
any monies or other  consideration due, or to become due hereunder,  without the
specific consent in writing of the Employer; it being understood and agreed that
the  within  Agreement  is  intended  to secure  the  personal  services  of the
Employee.


<PAGE>


12.      Injunction.

     The Employee agrees that a violation on his part of any covenant, condition
or provision of the within Agreement,  will cause such damage to the Employer as
will be  irreparable  and the  exact  amount  of  which  will be  impossible  to
ascertain  and for  that  reason  further  agrees  that  the  Employer  shall be
entitled,  as a matter  of right,  to an  injunction  in any Court of  competent
jurisdiction,  restraining  any  further  violation  of the said  covenants  and
conditions and provisions of the within Agreement by the Employee. This right to
injunctive  relief  shall be  cumulative,  and in  addition  to  whatever  other
remedies the Employer may have, including actions for damages.

13.      Non-Binding effect of Contract.

     The  Employee  shall not,  at any time,  enter into any  contract  with any
person,  firm,  corporation,  or business entity, that shall purport to bind the
Employer  to  any  obligation  which  in  the  aggregate   exceeds  the  sum  of
$250,000.00,  without the  express  written  authority  from the  Employer,  and
Employee shall indemnify and hold Employer  harmless from any violation  hereof.
Nothing  herein  shall  be  construed  to  limit  the  Employer's  right  to  be
indemnified for any unauthorized act.

14.      Arbitration.

     Should any disagreement, dispute, claim or controversy arise as between the
parties hereto, or between any party and the legal representatives of a deceased
party, or between any part and any escrow agent hereunder,  with respect to this
Agreement  or any of the  provisions  thereof,  or as to the  interpretation  or
effect thereof,  or as to a breach claimed to have been committed,  or as to any
other matter, cause or thing whatsoever,  relating to this Agreement, and should
the same  fail to be  amicably  adjusted  by  mutual  agreement  by the  parties
concerned therein,  then the matter shall be submitted to and determined by, and
before the American  Arbitration  Association in Columbia  County,  State of New
York, in accordance with its prescribed rules,  regulations and procedures,  and
its decision, findings or award in the matter shall be final and conclusive upon
all parties  concerned  and may be entered as a judgment  of the Supreme  Court,
Suffolk County, State of New York, or any other Court of Competent jurisdiction.
The legal fees and expenses of the prevailing party in such  arbitration,  shall
be paid by the non-prevailing party.

15.      Notices.

     For purposes of this Agreement,  notices and other communications  provided
for in this  Agreement  shall be in writing,  shall be delivered  personally and
sent by  United  States  mail,  certified,  return  receipt  requested,  postage
pre-paid, addressed as follows:


                  To the Employee:          Mr. Robert Sbarra
                                                     70 Shelley Drive
                                                     Bethpage, New York 11714

                  To the Employer:          Manchester Equipment Co., Inc.
                                                     160 Oser Avenue
                                                     Hauppauge, NY 11788

or to such other address,  or the attention of such other person, as a recipient
party has previously  furnished to the other parties,  in writing, in accordance
with this  Paragraph.  Such notices or other  communications  shall be effective
upon  delivery,  or, if  earlier,  three (3) days  after  they have been  mailed
pursuant to the Certified Mailing as herein above provided.

16.      Governing Law-Consent to Personal Jurisdiction.


     This  Agreement  shall be  construed  and  governed in all  respects by the
applicable laws of the State of New York. The Employee hereby expressly consents
to the  personal  jurisdiction  of the State and Federal  Courts  located in the
State  of New York for any  lawsuit  filed  there  against  him by the  Employer
arising from or relating to this Agreement; Provided, However, that such consent
is conditioned upon the Employee receiving service of process in accordance with
the rules of the Court in which such lawsuit is filed.

 17. Venue-Choice of Law.

         Should any disagreement, dispute, claim or controversy arise as between
the parties hereto, or between any party and the legal representatives of a
deceased party, with respect to this Agreement or any of the provisions thereof,
or as to the interpretation or effect thereof, or as to a breach claimed to have
been committed, or as to any other matter, cause or thing whatsoever, relating
to this Agreement, and should the same fail to be amicably adjusted by mutual
agreement by the parties concerned therein, then each party agrees that the
matter in dispute shall be determined by an action brought in the Supreme Court
of the State of New York, situated in Columbia County, State of New York, in
accordance with its prescribed rules, regulations and procedures, and each party
agrees to be bound by a determination thereof. The legal fees and expenses of
the prevailing party in such action, shall be paid by the non-prevailing party.

18.      Advice of Counsel.

     The Employee  acknowledges  that he has consulted with Counsel and is fully
aware of his rights and obligations pursuant to this Agreement.

19.      Waiver.

     Failure or delay on the part of either  party  hereto to enforce any right,
power,  or  privilege  hereunder  shall  not be deemed  to  constitute  a waiver
thereof. A waiver by either party or a breach of any promise hereof by the other
party  shall  not  operate  as or be  construed  to  constitute  a waiver of any
subsequent breach by such other party.

20.      Representations of Capacity

     A.  Subject to the  ratification  and  approval of its Board of  Directors,
Employer  represents and warrants that its capacity to enter into this agreement
and that neither the Company's  Certificate of  Incorporation,  By-Laws,  or any
prior  agreement  between the Company and any other party  prevents or restricts
the Employer from entering into or performing this agreement.

     B. Employee represents and warrants that Employee has the capacity to enter
into this agreement and that Employee has not entered into an agreement with any
other party which  prevents or restricts  the  Employee  from  entering  into or
performing this agreement 21. Severability.

     Whenever possible,  each provision of this Agreement will be interpreted in
such a manner as to be effective  and valid under  applicable  law. In the event
any provision of this Agreement is held to be invalid, illegal, or unenforceable
in any  respect  under  any  applicable  law or rule in any  jurisdiction,  such
invalidity,  illegality or unenforceability  will not affect any other provision
or any other  jurisdiction,  and this Agreement will be reformed,  construed and
enforced as if such invalid,  illegal, or unenforceable provision had never been
contained herein.

22.      Entire Agreement.

     The foregoing  contains the entire Agreement of the parties hereto,  and no
modification  thereof  shall be binding  upon the parties  unless the same is in
writing, duly executed by the respective parties hereto.

 23. Survival.

     This Agreement shall bind, inure and benefit the parties hereto,  and their
respective legal  representatives,  executives,  administrators,  successors and
assigns.

24. This Agreement shall only be effective upon the ratification and approval by
the Employer's Board of Directors.

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

In the Presence of:                            Manchester Technologies, Inc.




                                              By: ________________________
                                                     Barry R. Steinberg, CEO




                                                  ________________________
                                                     Robert Sbarra

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