**Ex.99.2**

** **

**enherent Corp.**

 

**CHARTER**

**OF THE**

**NOMINATING COMMITTEE**

**OF THE**

**BOARD OF DIRECTORS**

 

The Board of Directors of enherent Corp. (the“Company”) hereby establishes the Nominating Committee (the “Committee”) withauthority, responsibility, and specific powers as described below.

 

Organization

 

This charter governs the operation of theNominating Committee.  The Committeeshall provide a mediumwithin enherent Corp. for consideration of matters relating to the election ofmembers to the enherent Board of Directors.

 

The Committee will function as a special advisorycommittee on matters related to the election of Board members.

 

# Membership

 

The Committee shall be appointed by the enherent Boardof Directors and shall consist of three (3) members of the enherent Board ofDirectors, each of whom are independent of management and the Company.  Members of the committee shall be consideredindependent if they have no relationship that may interfere with the exerciseof their independence from management and the Company.  The Committee members shall elect the Chairof this Committee who shall conduct the meetings as well as represent theCommittee to the enherent Board of Directors.

 

# MeetingProcedures

 

The Committee may meet in person or via teleconferenceas often as the members deem appropriate and necessary.  The Chair shall make announcement of eachCommittee meeting to the Committee members, and shall provide notice ofCommittee meetings prior to each meeting by mailing, electronic mailing orfacsimile an appropriate announcement to Committee members. The presence oftwo-thirds members of the Committee either in person or by teleconference willconstitute a quorum for meetings of the Committee. A majority vote of theCommittee shall constitute an official action of the Committee.

 

The Committee will function as a special advisory committee on mattersrelated to the election of Board members, as directed by the enherent BoardChairman. enherent Board of Directors will document the issues, and whenappropriate, make recommendations and pose alternatives to the Committee.  The Committee will evaluate the alternativesand if a decision can be reached, make the appropriate recommendation to theenherent Board of Directors.  TheCommittee Chair shall provide a reasonable opportunity to persons requesting toappear before the Committee to provide comment, facts or their views on issuesunder consideration by the Committee. Whenever possible, such persons shouldprovide such statements to the Committee in writing prior to the time of themeeting.

 

## Minutes

The Committeeshall keep regular minutes of each meeting and send a copy of the minutes tomembers of the Committee and to the members of the Board of Directors who arenot members of the Committee.

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# CharterAmendment

 

Any member of the Committee may submit proposed amendments to thisCharter to the Board of Directors. The Board of Directors shall circulate anyproposed Charter amendment(s) to members of the Committee immediately uponreceipt.  By a majority vote, the Boardmay approve the amendments to this Charter.

 

### Committee Duties

 

The Nominating Committee prepares a list of candidates to fill theexpiring terms of Directors on the enherent Board of Directors.  Said list of candidates shall be submittedto the Board of Directors on or before December 1 preceding the next AnnualMeeting.  All the nominees are submittedfor election at the Annual Meeting of stockholders. In selecting candidates forthe enherent Board of Directors, the Nominating Committee keeps in mind thefunctions of this body, as well as any Nominating Agreements entered into byenherent Corp.

 

The Nominating Committee prepares a list of candidates to fill anyvacancies on the Board resulting from the departure of a Board Member for anyreason.  Said list of candidates shallbe submitted to the Board of Directors as soon as practicable after thevacancy.  The nominee(s) will besubmitted for election at the next Annual Meeting of stockholders providedthere has been sufficient time to submit the nominee(s) to the Board ofDirectors for inclusion in the Proxy Statement for the Annual Meeting.  If there has not been sufficient time forinclusion in the Proxy Statement, said nominee(s) shall be submitted at thefollowing Annual Meeting or at a Special Meeting of the Shareholders, whicheveris determined by the Board of Directors to be in the best interests of theCompany.

 

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