**Exhibit 10.4**

** **

**STOCKPURCHASE AGREEMENT**

 

This Stock PurchaseAgreement (the “***Agreement***”),dated as of April 1, 2004, is entered into by and between enherent Corp., aDelaware corporation (“***Purchaser***”), and Primesoft, LLC, a Delaware corporation(“***Seller***”).

 

# **RECITALS**

 

Seller is the owner atthe date hereof of 2,750,000 shares of the issued and outstanding Series APreferred Stock, par value $0.001 per share (“***Preferred Stock***”) of Purchaser, and a Warrantto obtain 1,875,000 shares of Purchaser’s Common Stock for the price of $1.00per share.

 

Seller desires to selland Purchaser desires to purchase the 2,750,000 shares of the issued andoutstanding shares of Series A Preferred Stock currently owned by Seller (the “***Acquired Shares***”),and the Warrant (the “***Warrant***”), upon the terms set forth in this Agreement.

 

**AGREEMENT**

 

Based upon the foregoingand the mutual promises contained herein, the parties agree as follows:

 

**1. ****                                PURCHASEAND SALE OF COMMON STOCK**

 

1.1                                 Purchase.Upon the terms and subject to the conditions of this Agreement, on the ClosingDate: (i) Seller shall sell, assign, convey, transfer and deliver to Purchaseror its designee, free and clear of any pledge, security interest, lien, charge,option, encumbrance or other restriction of any kind or nature whatsoever (“***Lien***”) the AcquiredShares, and (ii) Purchaser shall pay to Seller the aggregate cash considerationof Two Hundred and Fifty Thousand Dollars ($250,000.00) payable upon executionof this Agreement, and provide Seller with a Promissory Note for $150,000payable $50,000 on April 15, 2005, $50,000 on April 15, 2006 and $50,000 onApril 15, 2007, said Promissory Note to bear interest at the rate of 4% perannum.

 

1.2                                 Closing.Upon satisfaction or waiver of the conditions precedent set forth in Section 3,and unless this Agreement shall have been terminated and the transactionsherein contemplated shall have been abandoned pursuant to the provisions ofSection 4, a closing with respect to the transactions provided for in thisAgreement (the “***Closing***”)shall take place within three (3) business days of the date that all of theconditions precedent set forth in Section 3 are satisfied, or such other timeor date as is agreed to in writing by Seller and the Purchaser (the time anddate of such Closing is referred to herein as the “***Closing Date***”). The parties will use theirbest efforts to have the Closing on March 23, 2004. All proceedings to takeplace at the Closing shall take place simultaneously, and no delivery shall beconsidered to have been made until all such proceedings have been completed.

 

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**2. ****                                REPRESENTATIONSAND WARRANTIES**

 

2.1                                 Representationsand Warranties of Seller. Seller hereby represents and warrants toPurchaser as follows:

 

(a)                                  Organizationand Power. Seller is a corporation duly incorporated, validly existing andin good standing under the laws of the state of Delaware and has the requisitecorporate power and authority to sell, assign, convey, transfer and deliver theAcquired Shares and Warrant and to enter into this Agreement and perform itsobligations hereunder.

 

(b)                                 Authorization,Execution and Delivery, Etc. The execution, delivery and performance bySeller of this Agreement and all other agreements contemplated hereby ornecessary in connection herewith and the consummation by Seller of thetransactions contemplated hereby and thereby have been duly authorized by allnecessary actions. This Agreement has been duly executed and delivered bySeller and is a legal, valid and binding obligation of Seller, enforceableagainst Seller in accordance with its terms. Seller: (i) has good and validtitle to the Acquired Shares and Warrant, free and clear of all Liens; and (ii)upon delivery of and payment for the Acquired Shares and Warrant in accordancewith Section 1.1 hereof, good and valid title to the Acquired Shares andWarrant will pass to the Purchaser free and clear of all Liens.

 

(c)                                  ThirdParty Consents. There is no legal impediment to Seller’s consummation ofthe transactions contemplated by this Agreement, and no filing or registrationwith, or authorization, consent or approval of any domestic or foreign publicbody or authority is necessary for the consummation by Seller of thetransactions contemplated by this Agreement.

 

2.2                                 Representationsand Warranties of Purchaser. Purchaser hereby represents and warrants toSeller as follows:

 

(a)                                  Organizationand Power. Purchaser is a corporation duly formed, validly existing and ingood standing under the laws of the State of Delaware and has the requisitecorporate power and authority to own, hold and purchase the Acquired Shares andWarrant and to enter into this Agreement and perform its obligations hereunder.

 

(b)                                 AuthorizationExecution and Delivery, Etc.. The execution, delivery and performance byPurchaser of this Agreement and all other agreements contemplated hereby ornecessary in connection herewith and the consummation by Purchaser of thetransactions contemplated hereby and thereby have been duly authorized by allnecessary actions. This Agreement has been duly executed and delivered byPurchaser and is a legal, valid and binding obligation of Purchaser,enforceable against Purchaser in accordance with its terms.

 

(c)                                  ThirdParty Consents. There is no legal impediment to Purchaser’s consummation ofthe transactions contemplated by this Agreement, and no filing or registrationwith, or authorization, consent or approval of any domestic or foreign publicbody or authority is necessary for the consummation by Seller of thetransactions contemplated by this Agreement.

 

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**3.****                                      CONDITIONSPRECEDENT**

 

3.1                                 Conditionsto Obligations of Each Party. The obligations of each party hereunder aresubject to the satisfaction on or prior to the Closing Date of the followingconditions, unless waived in writing by Purchaser and Seller:

 

(a)                                  NoInjunction. No court or other governmental body or public authority shallhave issued an order which shall then be in effect restraining, enjoining orprohibiting the transactions contemplated by this Agreement.

 

**4.****                                      TERMINATION**

 

4.1                                 Terminationby Collective Agreement. This Agreement may be terminated at any time priorto the Closing by the joint written agreement of Seller and Purchaser.

 

4.2                                 Terminationby Either Party. This Agreement may be terminated by written notice byeither party to the other at any time prior to the Closing:

 

(a)                                  ifa representation or warranty contained in Section 3.1 shall become untrue andthe breaching party shall have been afforded reasonable opportunity to curesuch breach; or

 

(b)                                 ifthe transactions contemplated by this Agreement have not been consummated byApril 15, 2004 (unless a later date is established by the mutual writtenconsent of such parties before such date).

 

4.3                                 Effectof Failure by a Party to Consummate Transaction Due to Breach. Providedthat Purchaser, in the event Seller is the breaching party, or Seller, in theevent the Purchaser is the breaching party, is not then in breach of any of itsown obligations under this Agreement and the Promissory Note, upon (i)termination of this Agreement due to a breach as described in Section 4.2 (a)or (ii) the failure of a party to perform its obligations hereunder after allof the conditions precedent set forth in Section 3 are satisfied, thenon-breaching party shall be entitled to reimbursement of all fees and expensesincurred by the non-breaching party and to pursue against the breaching partyany and all rights and/or remedies, at law or in equity, to which suchnon-breaching party may be entitled.

 

**5.****                                      MISCELLANEOUS**

 

5.1                                 FurtherAssurances. Seller hereby covenants and agrees to and with Purchaser toexecute and deliver such additional instruments of sale, assignment,conveyance, transfer or delivery and to take such additional reasonable actionas Purchaser may reasonably request to more effectively transfer to and vest inPurchaser, and to put Purchaser in possession of, or give Purchaser the benefitor enjoyment of, any and all of the Acquired Shares and Warrant, free and clearof any and all Liens.

 

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5.2                                 Finder’sand Broker’s Fees. Seller and Purchaser each represent and warrant to theother that there are no claims (or any basis therefor) for brokeragecommissions, finder’s fees or like payments in connection with this Agreementor the transactions contemplated hereby resulting from any action taken byeither of the Purchaser or Seller.

 

**IN WITNESS WHEREOF**, the parties heretohereby execute this Agreement as of the date first written above.

 

**Purchaser**:

 
| /S/ |   |
|-----|--------|

 

 

## DouglasA. Catalano/Chairman, CEO and President

[Name/Title]

 

**Seller**:

 
| /S/ |   |
|-----|--------|

 

 

Mahita Caddell/Director

[Name/Title]

 

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