Exhibit 99.2

WINDSORTECH, INC.

ACTION BY UNANIMOUS CONSENT OF DIRECTORS

The undersigned, being all the Directors of WindsorTech, Inc., a Delaware Corporation, by unanimous consent in accordance with the General Corporation Law of the State of Delaware and the Amended and Restated By-Laws of the Corporation, hereby consent to the resolutions set forth herein as if the same had been duly adopted at a meeting of the Directors.

WHEREAS, the Corporation has determined that Geoffrey A. Smith should be appointed as director of the Corporation in order to fill a vacancy created by expansion of the Board of Directors

NOW THEREFORE BE IT

RESOLVED that Geoffrey A. Smith is hereby appointed as a director of the Corporation for a term that shall extend until the next Annual Meeting of the Corporation’s shareholders.

IN WITNESS WHEREFORE, the undersigned directors of the Corporation have executed this consent as of the12^th day of September 2005.

/S/ Marc Sherman	/S/ Edward L. Cummings
Marc Sherman	Edward L. Cummings
/S/ Seth A. Grossman	/S/ R. Keith Elliott
Seth A. Grossman	R. Keith Elliott
/S/ Robert W. VanHellemont	/S/ John F. Cunningham
Robert W. VanHellemont	John F. Cunningham