##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 0-23315
 enherent Corp.
  Delaware
    
    No. 13-3914972(State or Other Jurisdiction of Incorporation)
    
    (I.R.S. Employer Identification No.)
 
 
 
  þ o
  o o þ
  o þ
  Class
    
    Shares outstanding as of
November  7, 2006Common stock, par value $.001
    
    50,361,451




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##### 



enherent Corp. and Subsidiaries
 INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements.Condensed Consolidated Balance Sheets as of September 30, 2006
and December 31, 2005
    
    
    1Condensed Consolidated Statements of Operations
for the three and nine months ended September 30, 2006 and 2005
    
    
    2Condensed Consolidated Statements of Cash Flows
for the nine months ended September 30, 2006 and 2005
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations.
    
    
    8Item 3. Quantitative and Qualitative Disclosures about Market Risk.
    
    
    16Item 4. Controls and Procedures.
    
    
    16PART II. OTHER INFORMATIONItem 1. Legal Proceedings.
    
    
    17Item 6. Exhibits.
    
    
    17Signatures
    
    
    S-1Exhibit Index
    
    
    E-1Master Consulting Agreement302 Certification of Chief Executive Officer302 Certification of Chief Financial Officer906 Certification of Chief Executive Officer906 Certification of Chief Financial Officer
  i




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PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 ENHERENT CORP. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 September 30,
    
    
    December 31,2006
    
    
    2005(Unaudited)
    
    
    (Audited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    536,358
    
    
    $
    320,574Accounts receivable, net
    
    
    4,549,538
    
    
    
    4,996,626Prepaid and refundable taxes
    
    
    19,726
    
    
    
    18,427Prepaid expenses and other current assets
    
    
    272,196
    
    
    
    254,756Total current assets
    
    
    5,377,818
    
    
    
    5,590,383Furniture, equipment and improvements, net
    
    
    200,561
    
    
    
    255,375Goodwill and other intangibles, net
    
    
    4,684,278
    
    
    
    4,759,278Deferred financing costs, net
    
    
    95,347
    
    
    
    123,952Other assets
    
    
    36,509
    
    
    
    24,689TOTAL
    
    $
    10,394,513
    
    
    $
    10,753,677LIABILITIESCurrent liabilities:Revolving credit facility
    
    $
    3,612,354
    
    
    $
    3,465,519Current portion of long-term debt
    
    
    545,490
    
    
    
    312,521Accounts payable and accrued expenses
    
    
    2,652,080
    
    
    
    3,302,094Deferred revenue
    
    
    190,155
    
    
    
    143,898Accrued compensation and benefits
    
    
    1,096,490
    
    
    
    605,187Total current liabilities
    
    
    8,096,569
    
    
    
    7,829,219Long-term liabilities:Long-term debt, net of current portion above
    
    
    3,480,722
    
    
    
    3,817,883Noncurrent rent payable
    
    
    1,152
    
    
    
    18,261Total long-term liabilities
    
    
    3,481,874
    
    
    
    3,836,144Total liabilities
    
    
    11,578,443
    
    
    
    11,665,363CAPITAL DEFICIENCYPreferred stock,$.001 par value; authorized - 10,000,000 shares, issued  none
    
    
    
    
    
    
    Common stock, $.001 par value, authorized - 101,000,000 shares, issued and
outstanding  50,361,451 shares in 2006 and 50,341,451 shares in 2005
    
    
    50,361
    
    
    
    50,341Additional paid-in capital
    
    
    27,232,888
    
    
    
    27,091,409Unearned compensation on restricted stock
    
    
    
    
    
    
    (24,295
    )Accumulated deficit
    
    
    (28,467,179
    )
    
    
    (28,029,141
    )Total capital deficiency
    
    
    (1,183,930
    )
    
    
    (911,686
    )TOTAL
    
    $
    10,394,513
    
    
    $
    10,753,677
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ENHERENT CORP. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Revenues:Service revenue
    
    $
    6,948,547
    
    
    $
    6,896,120
    
    
    $
    20,711,102
    
    
    $
    16,823,591Equipment and software revenue
    
    
    465,896
    
    
    
    730,890
    
    
    
    1,300,919
    
    
    
    2,087,799Total revenues
    
    
    7,414,443
    
    
    
    7,627,010
    
    
    
    22,012,021
    
    
    
    18,911,390Cost of revenues:Cost of services
    
    
    5,326,920
    
    
    
    5,199,800
    
    
    
    15,946,476
    
    
    
    12,733,535Cost of equipment and software
    
    
    327,526
    
    
    
    430,653
    
    
    
    939,424
    
    
    
    1,433,370Cost of revenues
    
    
    5,654,446
    
    
    
    5,630,453
    
    
    
    16,885,900
    
    
    
    14,166,905Gross profit
    
    
    1,759,997
    
    
    
    1,996,557
    
    
    
    5,126,121
    
    
    
    4,744,485Operating expenses:Selling, general and administrative
    
    
    1,446,369
    
    
    
    1,651,848
    
    
    
    4,762,469
    
    
    
    4,248,770Non-recurring merger related expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    573,227Depreciation and amortization expense
    
    
    68,572
    
    
    
    86,857
    
    
    
    231,507
    
    
    
    243,744Total operating expenses
    
    
    1,514,941
    
    
    
    1,738,705
    
    
    
    4,993,976
    
    
    
    5,065,741Operating income (loss)
    
    
    245,056
    
    
    
    257,852
    
    
    
    132,145
    
    
    
    (321,256
    )Interest expense
    
    
    (187,993
    )
    
    
    (176,832
    )
    
    
    (559,183
    )
    
    
    (458,896
    )Income (loss) before income taxes
    
    
    57,063
    
    
    
    81,020
    
    
    
    (427,038
    )
    
    
    (780,152
    )Provision for income taxes
    
    
    (4,223
    )
    
    
    (425
    )
    
    
    (11,000
    )
    
    
    (9,984
    )NET INCOME (LOSS)
    
    $
    52,840
    
    
    $
    80,595
    
    
    $
    (438,038
    )
    
    $
    (790,136
    )Basic net income (loss) per share
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    (0.01
    )
    
    $
    (0.02
    )Number of shares used in computing basic
net income (loss) per share
    
    
    50,361,451
    
    
    
    50,082,356
    
    
    
    50,361,081
    
    
    
    40,787,480Diluted net income (loss) per share
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    (0.01
    )
    
    $
    (0.02
    )Number of shares used in computing
diluted net income (loss) per share
    
    
    50,943,032
    
    
    
    51,258,947
    
    
    
    50,361,081
    
    
    
    40,787,480
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ENHERENT CORP. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Nine Months EndedSeptember 30,2006
    
    
    2005NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    
    
    
    
    Cash flows from operating activities:Net loss
    
    $
    (438,038
    )
    
    $
    (790,136
    )Adjustments to reconcile net loss to net
cash provided by (used for) operating activities:Bad debt expense
    
    
    30,000
    
    
    
    50,150Depreciation and amortization
    
    
    231,507
    
    
    
    243,744Deferred compensation
    
    
    24,295
    
    
    
    10,413Deferred rent
    
    
    (17,109
    )
    
    
    (10,005
    )Deferred revenue
    
    
    46,257
    
    
    
    88,076Stock based compensation
    
    
    141,000
    
    
    
    Changes in assets and liabilities:Accounts receivable
    
    
    417,088
    
    
    
    8,759Prepaid expenses and other current assets
    
    
    (17,440
    )
    
    
    69,279Prepaid and refundable taxes
    
    
    (1,299
    )
    
    
    (62,732
    )Other assets
    
    
    (11,820
    )
    
    
    25,311Accounts payable, accrued expense and
accrued compensation and benefits
    
    
    (158,711
    )
    
    
    (334,694
    )Net cash provided by (used for) operating
activities
    
    
    245,730
    
    
    
    (701,835
    )Cash flows from investing activities:Cash balance of merged entity
    
    
    
    
    
    
    892,309Purchase of furniture, fixtures, equipment and improvements
    
    
    (41,036
    )
    
    
    (69,781
    )Payments of direct merger costs
    
    
    
    
    
    
    (345,760
    )Net cash (used for) provided by investing activities
    
    
    (41,036
    )
    
    
    476,768Cash flows from financing activities:Payments of deferred financing costs
    
    
    
    
    
    
    (152,556
    )Proceeds received from exercised stock options
    
    
    500
    
    
    
    Net proceeds under revolving loan
    
    
    146,835
    
    
    
    1,048,424Principal repayments on term loan
    
    
    
    
    
    
    (225,000
    )Principal payments on capital lease obligations
    
    
    (36,752
    )
    
    
    (39,948
    )Repayment of other notes payable
    
    
    (99,493
    )
    
    
    (117,613
    )Net cash provided by financing activities
    
    
    11,090
    
    
    
    513,307NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    215,784
    
    
    
    288,240Cash and cash equivalents  January 1,
    
    
    320,574
    
    
    
    28,647CASH AND CASH EQUIVALENTS  September 30,
    
    $
    536,358
    
    
    $
    316,887Supplemental disclosure of cash flow information:Cash paid during the period for:Interest
    
    $
    446,154
    
    
    $
    402,242Income taxes
    
    $
    12,075
    
    
    $
    15,057Noncash investing and financing transactions:Equipment acquired under capital leases
    
    $
    32,052
    
    
    $
    55,389
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ENHERENT CORP. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 1.
    
    Basis of Presentation:The unaudited condensed consolidated financial statements of enherent Corp. (the Company)
presented herein have been prepared in accordance with generally accepted accounting principles
for interim financial information and the instructions to Form 10-Q and Item 10-01 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements. In the opinion of
management, the accompanying unaudited condensed consolidated financial statements include all
adjustments (consisting only of normal recurring entries) considered necessary for a fair
presentation of the financial condition and results of operations for the periods presented.
The results of operations for the nine-month period ended September 30, 2006 are not necessarily
indicative of the results that may be expected for the year ending December 31, 2006. The
unaudited condensed consolidated financial statements should be read in conjunction with the
consolidated December 31, 2005 financial statements and footnotes thereto included in the
Companys Annual Report on Form 10-K.As further described in Note 3, on April 1, 2005, enherent Corp. completed the Merger (the
Merger) with Dynax Solutions, Inc. The Merger was completed upon the majority approval of
shareholders in separate shareholder meetings as required by the Agreement and Plan of Merger,
executed on October 12, 2004, as amended. As a result of the Merger, each outstanding share of
Dynax stock was converted into 3.8359 shares of enherent common stock.The Merger was accounted for using the purchase method of accounting for financial reporting
purposes. In a merger-of-equals transaction, the purchase method requires the identification of
the acquiring entity. While enherent was the legal acquirer in the Merger, Dynax was deemed
the accounting acquirer. Accordingly, the amounts included in the historical financial
statements for the period prior to the Merger are those of Dynax. The operations of the former
enherent business have been included in the financial statements for the periods subsequent to
April 1, 2005, the date of the Merger.enherent and Dynax each historically operated in a single business segment. Subsequent to the
Merger, enherents management reviewed its business operations and determined that the Company
continues to operate in a single business segment.
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2.
    
    Income (Loss) Per Share:The following table sets forth the computation of basic and diluted income (loss) per share:
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Numerator:Net income (loss)
    
    $
    52,840
    
    
    $
    80,595
    
    
    $
    (438,038
    )
    
    $
    (790,136
    )Denominator:Weighted average of shares
outstandingBasic
    
    
    50,361,451
    
    
    
    50,082,356
    
    
    
    50,361,081
    
    
    
    40,787,480Diluted
    
    
    50,943,032
    
    
    
    51,258,947
    
    
    
    50,361,081
    
    
    
    40,787,480Basic income (loss) per share
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    (.01
    )
    
    $
    (.02
    )Diluted income (loss) per share
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    (.01
    )
    
    $
    (.02
    )
 The weighted average outstanding shares of the Company prior to the Merger are based on the
outstanding shares of Dynax after giving effect to the exchange ratio of 3.8359 shares of
enherent issued for each share of Dynax in the Merger. Dilution is caused by issued and
outstanding options. For all periods in which the Company incurred a net loss, the computation
for net loss per share excludes the effect of stock options as they were antidilutive.3.
    
    Merger with Dynax Solutions, Inc.:On October 12, 2004, enherent entered into a definitive Agreement and Plan of Merger (the Merger
Agreement) with Dynax to combine in a stock-for-stock exchange. The Merger was completed on
April 1, 2005. Immediately following the Merger, the former stockholders of Dynax owned
approximately 50% of the common stock of enherent on a fully diluted basis. While enherent was
the surviving legal entity, Dynax was considered the acquirer of enherent for financial reporting
purposes.enherent has followed the guidance of Financial Accounting Standards Board (FASB) Statement of
Financial Accounting Standard (SFAS) No. 141 to record this purchase. SFAS No. 141 requires
that the purchase method of accounting be used for all business combinations initiated after June
1, 2001 and that goodwill, as well as any intangible assets believed to have an indefinite life,
not be amortized for financial accounting purposes. enherent has recognized goodwill and other
intangibles of $4,834,278 in connection with the Merger.The following unaudited condensed combined pro forma results of operations for the nine months
ended September 30, 2005 reflects the pro forma combination of the Dynax and enherent businesses
as if the combination had occurred at the beginning of that period. The unaudited pro forma
condensed combined results of operations do not purport to represent what the companies combined
results of operations would have been if such transaction had occurred at the beginning of the
periods presented, and are not necessarily indicative of enherents future results.
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Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,Historical
    
    Historical
    
    Historical
    
    Pro forma2006
    
    2005
    
    2006
    
    2005Service revenue
    
    $
    6,948,547
    
    
    $
    6,896,120
    
    
    $
    20,711,102
    
    
    $
    20,552,412Equipment and software
revenue
    
    
    465,896
    
    
    
    730,890
    
    
    
    1,300,919
    
    
    
    2,087,799Total revenues
    
    
    7,414,443
    
    
    
    7,627,010
    
    
    
    22,012,021
    
    
    
    22,640,211Net income (loss)
    
    $
    52,840
    
    
    $
    80,595
    
    
    $
    (438,038
    )
    
    $
    (1,506,086
    )(1)Basic income (loss) per share
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    (0.01
    )
    
    $
    (0.03
    )Diluted income (loss) per
share
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    (0.01
    )
    
    $
    (0.03
    )
 
 (1)
    
    Includes non-recurring merger expenses of approximately $1,178,000. Upon consummation of the Merger, the enherent preferred stockholders converted all preferred
shares and canceled all outstanding warrants in exchange for 8,500,000 shares of common stock and
subordinated secured notes in the aggregate principal amount of $1,600,000. The above pro forma
amounts give effect to the elimination of the preferred shares and the inclusion of the interest
on the $1,600,000 subordinated secured notes.4.
    
    Stock-Based Compensation:Prior to January 1, 2006, the Company accounted for stock options issued pursuant to its stock
option plans (the Plans) under the recognition and measurement provisions of APB
Opinion No. 25, as permitted by SFAS No. 123. Consequently, no stock-based compensation cost
relating to stock options was recognized in the consolidated statement of income for any period
prior to 2006, as all options granted under the Plans had an exercise price equal to the market
value of the underlying common stock on the date of grant. Effective January 1, 2006, the
Company adopted the fair value provisions for share-based awards pursuant to SFAS No. 123(R),
using the modified-prospective-transition method. Under that transition method, compensation
cost recognized in 2006 includes (a) compensation cost for all share-based awards granted prior
to, but not yet vested as of January 1, 2006, based on the attribution method and grant date
fair value estimated in accordance with the original provisions of SFAS No. 123, and (b)
compensation cost for all share-based awards granted subsequent to January 1, 2006, based on the
grant-date fair value estimated in accordance with the provisions of SFAS No. 123(R) and
recognized on a straight line basis over the shorter of the vesting or requisite service
periods. Results for prior periods have not been restated.The adoption of SFAS No. 123(R) on January 1, 2006 resulted in the Companys net income for the
three months ended September 30, 2006 being approximately $27,000 lower and the Companys net
income for the nine months ended September 30, 2006 being approximately $141,000 lower than if
it had continued to account for stock-based compensation under APB Opinion No. 25 and had no
impact on basic and diluted earnings per share as reported for the three and nine months ended
September 30, 2006.The following table illustrates the effect on net income and earnings per share if the Company
had applied the fair value recognition provisions of SFAS No. 123(R) to all stock-based
compensation granted under equity award plans for awards vesting during the three and nine
months ended September 30, 2005:
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Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2005
    
    2005Net income (loss) available
to common stockholders as
reported
    
    $
    80,595
    
    
    $
    (790,136
    )Total stock option expense
determined under fair value
base method
    
    $
    32,000
    
    
    $
    77,000Pro forma net income (loss)
    
    $
    48,595
    
    
    $
    (867,136
    )Net income (loss) per
common share as reported:Basic and Diluted
    
    $
    
    
    
    $
    (.02
    )Net income (loss) per
common share pro forma:Basic and Diluted
    
    $
    
    
    
    $
    (.02
    )
 In determining the estimated fair value of its stock options as of the date of grant, the
Company used the Black-Scholes option pricing model with the following assumptions:
 September 30,2006
    
    2005Risk-free interest rate
    
    
    5.25
    %
    
    
    5.00
    %Dividend yield
    
    
    0
    %
    
    
    0
    %Volatility
factors of the expected market price for our common stock
    
    
    54.00
    %
    
    
    118.00
    %Weighted average expected life of options
    
    10
    years
    
    10
    years
 The Black-Scholes option pricing model was developed for use in estimating the fair value of
traded options that have no vesting restrictions and are fully transferable. In addition, option
valuation models require the input of highly subjective assumptions, including the expected
stock price volatility. Because the Companys employee stock options have characteristics
significantly different from those of traded options and because changes in the subjective input
assumptions can materially affect the fair value estimate, in the Companys opinion, the
existing models do not necessarily provide a reliable single measure of the fair value of the
Companys employee stock options.5.
    
    Contingencies:In the normal course of business, various claims are made against the Company. At this time, in
the opinion of management, there are no pending claims the outcome of which are expected to
result in a material adverse effect on the consolidated financial position or results of
operations of the Company.
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##### Table of Contents



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results
of Operations.
  Overview
 General
    Basis of Discussion/Merger:
  Critical Accounting Policies:
 Use of Estimates
  8




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Revenue Recognition
  Consulting Services:
 Software:
 Equipment:
 Accounts Receivable  Allowance for Doubtful Accounts
  Fixed Assets
  9




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Goodwill and Other Intangible Assets
   Deferred Taxes
  Results of Operations:
 Nine Months Ended September 30, 2006 Compared to Nine Months Ended September 30, 2005
 Service Revenues
    Equipment and Software Revenues:
  10




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Operating Expenses:
  Interest Expense:
  Provision for Income Taxes:
  Net Loss
  11




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Loss Per Share:
  Three Months Ended September 30, 2006 Compared to Three Months Ended September 30, 2005
 Service Revenues
    Equipment and Software Revenues:
     Operating Expenses:
  12




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Interest Expense:
  Provision for Income Taxes:
  Net Income
  Net Income Per Share:
  Liquidity and Capital Resources:
   13




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Off-Balance Sheet Arrangement:
  Contractual Obligations and Commercial Commitments:
  Payments due by PeriodLess than
    
    
    1-3
    
    
    3-5
    
    
    More thanContractual Obligations
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 YearsLong-Term Debt Obligations
    
    $
    7,572,784
    
    
    $
    4,115,704
    
    
    $
    3,180,258
    
    
    $
    276,822
    
    
    $
    Capital Lease Obligations
    
    
    65,782
    
    
    
    42,140
    
    
    
    23,642
    
    
    
    
    
    
    
    Operating Lease Obligations
    
    
    714,349
    
    
    
    373,437
    
    
    
    340,912
    
    
    
    
    
    
    
    Total
    
    $
    8,352,915
    
    
    $
    4,531,281
    
    
    $
    3,544,812
    
    
    $
    276,822
    
    
    $
    
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Forward-looking and Cautionary Statements:
 anticipates, would, believes, expects,
estimate, predict, plan,, project, will, should, intend and similar expressions as
they relate to enherent or its management are intended to identify such forward-looking statements . Many possible events or factors could affect enherents future financial results and performance,
causing enherents results or performance to differ materially from those expressed in enherents
forward-looking statements.
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
    16




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PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 6. Exhibits.
  17




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##### Table of Contents



SIGNATURES
  enherent Corp.
 DATE November  13, 2006
    BY:
    /s/  Pamela A. FredettePamela A. FredetteChairman, Chief Executive Officer and PresidentDATE November 13, 2006
    BY:
    /s/  Karl BrenzaKarl BrenzaChief Financial Officer S-1




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EXHIBIT INDEX
 ExhibitNumber
    
    Description of Exhibit2.1
    
    Agreement and Plan of Merger dated as of October 12, 2004, by
and between the Company and Dynax Solutions, Inc.
(Incorporated by reference to Exhibit 2.1 of the Companys
Quarterly Report on Form 10-Q filed November 15, 2004).2.2
    
    First Amendment to Agreement and Plan of Merger dated as of
November 4, 2004, by and between the Company and Dynax
Solutions, Inc. (Incorporated by reference to Exhibit 2.2 of
the Companys Quarterly Report on Form 10-Q filed November
15, 2004).3.1
    
    Restated Certificate of Incorporation (Incorporated by
reference to Exhibit 4.1 of the Companys Form S-8 filed
January 22, 1998).3.2
    
    Certificate of Amendment of Restated Certificate of
Incorporation of the Company (Incorporated by reference to
Exhibit 3.1 of the Companys Annual Report on Form 10-K filed
April 4, 2001).3.3
    
    Certificate of Amendment of Restated Certificate of
Incorporation of the Company as filed with the Secretary of
State of Delaware on April 1, 2005 (Incorporated by reference
to the Companys Current Report on Form 8-K filed on April 6,
2005).3.4
    
    Certificate of Merger merging Dynax Solutions, Inc. into the
Company as filed with the Secretary of State of Delaware on
April 1, 2005 (Incorporated by reference to the Companys
Current Report on Form 8-K filed on April 6, 2005).3.5
    
    Amended and Restated Bylaws, as amended through April 22,
2005 (Incorporated by reference to Exhibit 3.1 of the
Companys Current Report on Form 8-K filed April 27, 2005).4.1
    
    Form of Certificate of Common Stock (Incorporated by
reference to Exhibit 4.1 of the Companys Annual Report on
Form 10-K filed March 22, 2002).4.2
    
    Securities Purchase Agreement dated as of April 13, 2000, by
and among the Company and the Investors named therein
(Incorporated by reference to Exhibit 99.1 of the Companys
Current Report on Form 8-K filed April 14, 2000).4.3
    
    Preferred Stock Agreement dated as of October 28, 2004, by
and among the Company and the Preferred Stockholders named
therein (Incorporated by reference to Exhibit 4.5 of the
Companys Quarterly Report on Form 10-Q filed November 15,
2004).10.1
    
    Employment Agreement effective April 1, 2006 between Lori
Stanley and the Company (filed herewith).10.2
    
    Employment Agreement dated April 1, 2005 between Roger
DiPiano and the Company (Incorporated by reference to Exhibit
10.6 of the Companys Current Report on Form 8-K filed on
April 6, 2005).10.3
    
    Amended and Restated 1996 Stock Incentive Plan (Incorporated
by reference to Exhibit 10.1 of the Companys Form S-8 filed
January 22, 1998).
 E-1




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.4
    
    Stock Purchase Agreement dated as of April 1, 2004, by and
between the Company and Primesoft, LLC (Incorporated by
reference to Exhibit 10.4 of the Companys Quarterly Report
on Form 10-Q filed May 7, 2004).10.5
    
    Promissory Note dated April 1, 2004, by and between the
Company and Primesoft, LLC (Incorporated by reference to
Exhibit 10.5 of the Companys Quarterly Report on Form 10-Q
filed May 7, 2004).10.6
    
    Non-Qualified Stock Option Agreement dated September 14,
2004, by and between the Company and Douglas Mellinger
(Incorporated by reference to Exhibit 10.4 of the Companys
Quarterly Report on Form 10-Q filed November 15, 2004).10.7
    
    Agreement dated September 14, 2004, by and between the
Company and Douglas Mellinger (Incorporated by reference to
Exhibit 10.5 of the Companys Quarterly Report on Form 10-Q
filed November 15, 2004).10.8
    
    Restricted Stock Agreement dated October 5, 2004, by and
between the Company and Douglas Catalano (Incorporated by
reference to Exhibit 10.6 of the Companys Quarterly Report
on Form 10-Q filed November 15, 2004).10.9
    
    Amended and Restated Credit Agreement among the Company,
certain subsidiaries listed therein, Ableco Finance LLC and
certain lenders party thereto dated as of April 1, 2005
(Incorporated by reference to Exhibit 10.2 of the Companys
Current Report on Form 8-K filed on April 6, 2005).10.10
    
    Intercreditor and Subordination Agreement among the Company,
certain subsidiaries listed therein, Ableco Finance LLC and
certain lenders party thereto dated as of April 1, 2005
(Incorporated by reference to Exhibit 10.3 of the Companys
Current Report on Form 8-K filed on April 6, 2005).10.11
    
    Consulting Agreement dated April 1, 2005 between Douglas
Catalano and the Company (Incorporated by reference to
Exhibit 10.4 of the Companys Current Report on Form 8-K
filed on April 6, 2005).10.12
    
    Employment Agreement dated April 1, 2005 between David Green
and the Company (Incorporated by reference to Exhibit 10.7 of
the Companys Current Report on Form 8-K filed on April 6,
2005).10.13
    
    Forms of Grant Agreements pursuant to 2005 Stock Incentive
Plan (Incorporated by reference to Exhibit 10.1 of the
Companys Current Report on Form 8-K filed on June 7, 2005).10.14
    
    Employment Agreement executed on June 8, 2005, but effective
April 1, 2005 between Pamela Fredette and the Company
(Incorporated by reference to Exhibit 10.1 of the Companys
Current Report on Form 8-K filed on June 10, 2005).10.15
    
    2005 Management Incentive Compensation Plan, adopted May 10,
2005 (Incorporated by reference to Exhibit 10.15 of the
Companys Quarterly Report on Form 10-Q filed August 12,
2005).10.16
    
    Director Compensation Plan, adopted May 10, 2005
(Incorporated by reference to Exhibit 10.16 of the Companys
Quarterly Report on Form 10-Q filed on August 12, 2005).10.17
    
    Employment Agreement between the Company and Karl Brenza
executed on August 15, 2005 (Incorporated by reference to
Exhibit 10.1 of the Companys Current Report on Form 8-K
filed on August 19, 2005).
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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.18
    
    Restricted Stock Agreement between the Company and Karl
Brenza executed on August 15, 2005 (Incorporated by reference
to Exhibit 10.2 of the Companys Current Report on Form 8-K
filed on August 19, 2005).10.19
    
    Stock Option Award Agreement between the Company and Karl
Brenza executed on August 15, 2005 (Incorporated by reference
to Exhibit 10.3 of the Companys Current Report on Form 8-K
filed on August 19, 2005).10.20
    
    Form of Indemnification Agreement between the Company and
each of its directors entered into as of September 20, 2005
(Incorporated by reference to Exhibit 10.1 of the Companys
Current Report on Form 8-K filed on September 22, 2005).10.21
    
    Amendment to Agreement by and between enherent Corp. and
Douglas K. Mellinger dated as of December 31, 2005
(Incorporated by reference to Exhibit 10.1 of the Companys
Current Report on Form 8-K filed on January 6, 2006).10.22
    
    Agreement by and between enherent Corp. and Thomas Minerva
dated as of January 9, 2006 (Incorporated by reference to
Exhibit 10.1 of the Companys Current Report on Form 8-K
filed on January 13, 2006).10.23
    
    Non-Qualified Stock Option Award Agreement by and between
enherent Corp. and Thomas Minerva dated as of January 9, 2006
(Incorporated by reference to Exhibit 10.2 of the Companys
Current Report on Form 8-K filed on January 13, 2006).10.24
    
    First Amendment to Amended and Restated Financing Agreement,
dated as of March 6, 2006, by and among the Company, certain
subsidiaries listed therein, Ableco Finance LLC and certain
lenders party thereto (Incorporated by reference to Exhibit
10.24 of the Companys Quarterly Report on Form 10-Q filed on
May 15, 2006).10.25
    
    2005 Stock Incentive Plan, as amended and restated as of May
23, 2006 (Incorporated by reference to Annex C of the
Companys Definitive Proxy Statement filed April 26, 2006).10.26
    
    Master Consulting Agreement by and between The Wedgewood
Group, LLC and the Company, dated as of October 6, 2006
(filed herewith).31.1
    
    Certification of the Chief Executive Officer pursuant to 15
U.S.C. Section 7241, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (filed herewith).31.2
    
    Certification of the Principal Financial Officer pursuant to
15 U.S.C. Section 7241, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (filed herewith).32.1
    
    Certification of the Chief Executive Officer pursuant to 18
U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith).32.2
    
    Certification of the Principal Financial Officer pursuant to
18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
 E-3