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EXHIBIT 10.1




AGREEMENT




     THIS AGREEMENT (this “Agreement”) is effective the 9th day of January, 2006 (the
“Effective Date”) by and between enherent Corp., a Delaware corporation, with its principal place
of business at 192 Lexington Avenue, New York, NY 10016, with all of its direct and indirect
subsidiaries, (the “Company”) and Thomas Minerva, an individual residing at 249 Neversink Court,
Holmdel, New Jersey 07733 (the “Vice Chairman”).



     RECITALS:



     A. The Company is a global information technology services company.



     B. The Vice Chairman is experienced in the information technology services industry.



     C. The Company believes the Vice Chairman will contribute to the profitability of the Company
and desires to utilize the Vice Chairman’s experience.



     D. The Vice Chairman is willing to make his services available to the Company on the terms and
conditions hereinafter set forth.



     AGREEMENT:



     Therefore, in consideration of the premises, mutual covenants and agreements of the parties
contained herein, and other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the Company and the Vice Chairman hereby agree as follows:



     1) Term. The term (the “Term”) of this Agreement shall begin on the Effective Date
and, except as otherwise provided in Sections 6 and 7, shall end on December 31, 2007. The Term of
this Agreement shall not be further extended without the mutual written consent of the parties.



     2) Services. The Vice Chairman shall report to and provide services hereunder under
the supervision of the Chief Executive Officer (“CEO”). The Vice Chairman will provide assistance
to the Company related to the development of corporate strategy, including but not limited to
market positioning and merger and acquisition opportunities. In addition, the Vice Chairman shall
perform such duties as may be reasonably assigned to him by the CEO.



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     3) Fees.



          a) Fee. During the Term, the Vice Chairman shall be paid a monthly fee of Five
Thousand Dollars ($5,000), payable on the first of each month with the first payment being due and
payable on January 9, 2006.




          b) Certain Additional Consideration. In addition to the above payments, the Vice
Chairman will receive options to purchase 300,000 shares of common stock which shall be governed by
the terms of a Non-Qualified Stock Option Agreement in the form of Exhibit A attached
hereto.




     4) Independent Contractor Status.  The Vice Chairman’s relationship to the Company is
that of independent contractor and the Vice Chairman shall not be deemed to be the employee or an
executive officer of the Company. The Vice Chairman shall develop his own time schedule and is
responsible for furnishing at his expense any equipment or material necessary to perform the Vice
Chairman function. Nothing in this Agreement shall be interpreted or construed as creating or
establishing a joint venture, partnership, agency relationship, or formal business organization of
any kind. The Vice Chairman understands that he is not entitled to workers’ compensation benefits
or unemployment insurance benefits hereunder and he shall not receive such benefits unless the Vice
Chairman or some person or entity other than the Company provides such benefits. The Vice Chairman
agrees to pay and file all reports with respect to local, state, federal, and foreign taxes,
including withholding and FICA taxes, on any moneys earned pursuant to this Agreement.



     5) Confidentiality. Vice Chairman agrees that the following constitutes confidential
information or trade secrets and agrees not to disclose same to anyone during the term of this
Agreement or thereafter:



          a) Non-public information acquired during the performance of this Agreement;




          b) The finances, business affairs, and circumstances of clients of Company or Company; and




          c) All information and data relating to the services hereunder and Company’s operation.




     This Paragraph shall survive termination of this Agreement.



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     6) Restrictions.



          a) Non-solicitation. During the Term and for a one (1) year period after the
termination of the Term for any reason, the Vice Chairman shall not directly or indirectly, for
himself or for any other person, firm, corporation, partnership, association or other entity, other
than in connection with the performance of the Vice Chairman’s duties under this Agreement, (i)
solicit for employment or attempt to employ or enter into any contractual arrangement with any
employee, consultant or independent contractor or former employee, consultant or independent
contractor of the Company, unless such employee, consultant or independent contractor, has not been
employed or engaged by the Company for a period in excess of six (6) months or (ii) call on or
solicit any of the operating units of the clients doing business with the Company as of the
termination of the Term or potential clients with which the Company is conducting negotiations at
the termination of the Term for any reason on behalf of any person or entity in connection with any
business competitive with the business of the Company.




          b) Acknowledgment by the Vice Chairman. The Vice Chairman acknowledges and confirms
that (i) the restrictive covenants contained in this Section 6 are reasonably necessary to protect
the legitimate business interests of the Company and (ii) the restrictions contained in this
Section 6 (including without limitation the length of the term of the provisions of this Section 6
are not over broad, over long, or unfair and are not the result of overreaching, duress or coercion
of any kind). The Vice Chairman further acknowledges and confirms that his full, uninhibited and
faithful observance of each of the covenants contained in this Section 6 will not cause him any
undue hardship, financial or otherwise, and that enforcement of each of the covenants contained
herein will not impair his ability to obtain employment commensurate with his abilities and on
terms fully acceptable to him or otherwise to obtain income required for the comfortable support of
him and his family and the satisfaction of the needs of his creditors. The Vice Chairman
acknowledges and confirms that his special knowledge of the business of the Company is such as
would cause the Company serious injury or loss if he were to use such ability and knowledge to the
benefit of a competitor of the Company in violation of the terms of this Section 6. The Vice
Chairman further acknowledges that the restrictions contained in this Section 6 are intended to be,
and shall be, for the benefit of and shall be enforceable by, the Company’s successors and assigns.




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          c) Reformation by Court. In the event that a court of competent jurisdiction shall
determine that any provision of this Section 6 is invalid or more restrictive than permitted under
the governing law of such jurisdiction, then only as to enforcement of this Section 6 within the
jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for
the maximum restriction permitted under such governing law.




          d) Extension of Time. If the Vice Chairman shall be in violation of any provision of
this Section 6 then each time limitation set forth in this Section 6 shall be extended for a period
of time equal to the period of time during which such violation or violations occur. If the
Company seeks injunctive relief from such violation in any court, then the covenants set forth in
this Section 6 shall be extended for a period of time equal to the pendency of such proceeding
including all appeals by the Vice Chairman.




          e) Survival. The provisions of this Section 6 shall survive the termination of this
Agreement, as applicable.




     7) Termination. The Company and the Vice Chairman shall each have the right to
terminate the Term and the Vice Chairman’s engagement hereunder for any reason upon providing the
other party with thirty (30) days written notice. The Company’s sole obligation will be to pay the
Vice Chairman his monthly fee through date of termination.



     8) Waivers. It is understood that either party may waive the strict performance of
any covenant or agreement made herein; however, any waiver made by a party hereto must be duly made
in writing in order to be considered a waiver, and the waiver of one covenant or agreement shall
not be considered a waiver of any other covenant or agreement unless specifically in writing as
aforementioned.



     9) Savings Provisions. The invalidity, in whole or in part, of any covenant or
restriction, or any section, subsection, sentence, clause, phrase or word, or other provisions of
this Agreement, as the same may be amended from time to time shall not affect the validity of the
remaining portions thereof.



     10) Governing Law. This Agreement shall be construed in accordance with and governed
by the laws of the State of New York without giving effect to its choice of law provision.



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     11) Notices. If either party desires to give notice to the other in connection with
any of the terms and provisions of this Agreement, said notice must be in writing and shall be
deemed given when (a) delivered by hand (with written confirmation of receipt); (b) sent by
facsimile (with written confirmation of receipt), provided that a copy is mailed by registered
mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally
recognized overnight delivery service (receipt requested), in each case addressed to the party for
whom it is intended at the address specified above.



     12) Default. Except as otherwise provided in the last sentence of section 14, in the
event either party defaults in the performance of its obligations under this Agreement, the
non-defaulting party may, after giving 30 days’ notice to the defaulting party to provide a
reasonable opportunity to cure such default, proceed to protect its rights by suit in equity,
action or law, or, where specifically provided for herein, by arbitration, to enforce performance
under this Agreement or to recover damages for breach thereof, including all costs and attorneys’
fees, whether settled out of court, arbitrated, or tried (at both trial and appellate levels).



     13) No Third Party Beneficiary. Nothing expressed or implied in this Agreement is
intended, or shall be construed, to confer upon or give any person other than the Company, the
parties hereto and their respective heirs, personal representatives, legal representatives,
successors and assigns, any rights or remedies under or by reason of this Agreement.



     14) Waiver of Jury Trial. All parties knowingly waive their rights to request a trial
by jury in any litigation in any court of law, tribunal or legal proceeding involving the parties
hereto or any disputes arising out of or related to this Agreement. Any controversy or claim
arising out of this Agreement, its enforcement or interpretation, or alleged breach, default or
misrepresentation in connection with any of its provisions, shall be submitted to binding
arbitration before JAMS-Endispute in accordance with its rules and procedures for commercial
arbitration of disputes with arbitrators knowledgeable in the computer consulting/information
technology industry. The non-prevailing party shall pay the cost of the arbitration, provided,
however, each party shall bear the expenses of its own attorneys. Notwithstanding the foregoing
and the provisions of Section 12, the Company may proceed immediately to litigation to enforce its
rights under Sections 5 and 6 hereof.



     15) Successors. This Agreement shall inure to the benefit of and be binding upon the
Vice Chairman and the Vice Chairman’s heirs, representatives or estate. This



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Agreement shall not be assignable by the Vice Chairman.




     16) Indemnity by Vice Chairman. Vice Chairman shall indemnify the Company from all
loss, cost, damage and expense, including, without limitation, legal fees and expenses, the Company
may suffer as the result of or arising out of Vice Chairman’s relationship with any current or
future employer.



     IN WITNESS WHEREOF, the Company, by its appropriate officer, signed this Agreement and the
Vice Chairman has signed this Agreement, as of the day and year first above written.





	 	 	 	 	 
	AGREED TO BY: 



Vice Chairman 

 	 
	By:  	/s/ Thomas Minerva
 	 
	 	Thomas Minerva	 
	 
	Date:	 	January
9, 2006 	 	 







	 	 	 	 	 
	AGREED TO BY:



enherent Corp.

 	 
	By:  	/s/ Pamela Fredette	 
	 	President & CEO 	 
	 
	Date:	 	January
9, 2006 	 	 












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