**Exhibit10. 1**

 

 

**EMPLOYMENT AGREEMENT**

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**THISEMPLOYMENT AGREEMENT (the “Agreement”) is executed this 1st day ofNovember, 2002 by and between**enherent Corp. (fka PRT GroupInc.), a Delaware corporation, with itsprincipal place of business at 12300 Ford Rd., Suite 450, Dallas, Texas, 75234,with all of its direct and indirect subsidiaries, (the “Employer”) and RobertD. Merkl, an individual residing at 5419Ashleigh Road, Fairfax, Virginia 22030 (the “Executive”).

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**RECITALS:**

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**A.  Employeris a global information technology services company.**

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**B.  TheExecutive is experienced in the information technology services industry and iscurrently employed by Employer as Chairman, Chief Executive Officer andPresident and desires to continue in those roles for the Employer subject tothe conditions hereinafter set forth.**

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**C.  Employerbelieves the Executive will contribute to the growth and profitability of theEmployer and desires to continue to employ the Executive as Chairman, ChiefExecutive Officer and President.**

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**D.  Employeragrees that it shall not require Executive to engage in any conduct, whichwould violate any of the Executive’s post-termination obligations toExecutive’s former employer arising under this Agreement.**

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**E.  TheExecutive is willing to make his services available to Employer on the termsand conditions hereinafter set forth.**

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**AGREEMENT:**

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**Therefore,in consideration of the premises, mutual covenants and agreements of theparties contained herein, and other good and valuable consideration, the receiptand adequacy of which is hereby acknowledged, Employer and the Executive herebyagree as follows:**

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**1)   Employment.  Commencing on November 1, 2002 (the“Effective Date”), Employer, in reliance on such representations, shall employthe Executive and the Executive shall accept employment by Employer, upon theterms and conditions set forth in this Agreement.**

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**2)   Term:  The term of employment (the “Term”) of thisAgreement shall begin on the Effective Date and, except as otherwise providedin Sections 8, 9, and 10 shall end on December 31, 2003.  The Term of this Agreement shall be fourteen(14) months and shall not be further extended without the mutual writtenconsent of the parties.  After completionof the term, Executive’s employment will be on an at-will basis unlessotherwise agreed in writing by the parties.**

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**3)   Duties:  The Executive will serve as the**Chairman,Chief Executive Officer and President of theEmployer.  As Chairman, CEO and Presidentof the Employer, the Executive shall have the primary responsibility to manageand direct the day-to-day business of the Employer, including the generation ofincome and control of expenses.  Inaddition, Executive will be responsible for directing the organization with theobjective of providing maximum profit and return on invested capital;establishing current and long-range objectives, plans, and policies subject tothe approval of the Board Of Directors ( the Board); and representing theEmployer with its major customers, the financial community and the public. Inaddition, Executive will be responsible for establishing current and long-rangeobjectives, plans, and policies subject to the approval of the Board. TheExecutive shall perform such duties as may be reasonably assigned to him by theBoard.  With the consent of the Board,the Executive may (i) devote a reasonable amount of time and effort tocharitable, industry or community organizations, and (ii) subject further tothe provisions of Section 6, the Executive may serve as a director ofother companies.

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**4)   Compensation:  During the Term, Executive shall becompensated as follows:**

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**a)  Salary.  Executive shall be paid an annual salary ofone hundred ninety-two thousand dollars (**$192,000) (the “Annual Base Salary”), to be distributed inequal periodic semi-monthly installments according to Employer’s customarypayroll practices.  Nothing containedherein shall be construed to prevent Employer from increasing Executive’sAnnual Base Salary more often than annually. The Annual Base Salary will be reviewed annually by the Board andincreased (but not decreased) if the Board, in their discretion, determines anincrease to be appropriate, based on the types of factors the Board usuallytakes into account in reviewing executive level salaries, including, but notlimited to, cost-of-living factors.

 

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**b)  AnnualIncentive Compensation.  Employerwill provide the Executive with a target bonus opportunity of at least $24,000per quarter (the “Performance Bonus”) under the quarterly incentive award plan.The Performance Bonus will be paid to Executive no later than forty-five daysfollowing the end of each quarter, i.e., May 15, August 15, November 15and February 15.  Performance Bonustargets will include revenue and earnings before interest, taxes, depreciationand amortization (EBITDA) and be agreed to in writing by the parties andattached hereto as Exhibit 2.**

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**c)  Employerwill make the Executive eligible for participation in Stock Acquisition andRetention Program under the terms and conditions applicable to all otherparticipants, subject to the approval of the Compensation Committee of theBoard of Directors.**

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**d)  CertainAdditional Payments and Consideration. In addition to the above payments,**

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**i)**             StockOptions.  Executive will be eligible to participate in the Employer StockOption Plan (“Plan”). All Options are subject to the terms of the Plan and theStock Option Award Agreement; provided, however, in the event of a Terminationwithout Cause of the Executive’s employment by the Employer all incentive stockoptions granted that would have vested on or before the end date of thisagreement shall immediately vest and be exerciseable as per the terms ofSection 9 (b) below. In the event of a Termination without Cause of theExecutive’s employment by the Employer all non-qualified stock options thathave not vested as of the date of the termination, shall expire, and allnon-qualified stock options that have vested shall be exercisable pursuant tothe terms of the Plan and the Stock Option Award Agreement. All Options willvest in three (3) equal annual installments of one-third (1/3) each beginningone (1) year from their respective grant date. A copy of the Plan and form ofStock Option Award Agreement is attached hereto as Exhibit 1.  If Executive was an employee of Employerprior to the Effective Date and has already been granted stock options, all ofExecutive’s stock options shall have the same terms as the Options grantedhereunder.

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**ii)**            Changein Control.  Notwithstanding any other provision of thePlan to the contrary, while Executive’s Options remain outstanding under thePlan, a Change in Control (as defined below) of Employer shall occur, then allOptions outstanding at the time of such Change in Control shall vest or expireas set forth in clause 4.E.i above. Those Option that vest shall become immediately exercisable in full,and, at the option of the Compensation Committee of

 

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the Board of Directors, such Options may be cancelled in exchange for acash payment or a replacement award of equivalent value.  For purposes of this provision as well asthis Agreement, a “Change in Control” of Employer shall occur upon thehappening of the earliest to occur of the following:

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**(a)  any“person” as such term is used in Sections 13(d) and 14(d) of the SecuritiesExchange Act of 1934 (other than (1) Employer, (2) any trustee or otherfiduciary holding securities under an employee benefit plan of Employer or (3)any corporation owned, directly or indirectly, by the stockholders of enherentCorp. in substantially the same proportions as their ownership of the commonstock of Employer, is or becomes the “beneficial owner” (as defined in Rule13d-3 under the Securities Exchange Act of 1934), directly or indirectly, ofsecurities of Employer (not including in the securities beneficially owned bysuch person any securities acquired directly from Employer or itsaffiliates  representing fifty-onepercent (51%) or more of the combined voting power of enherent Corp.’s thenoutstanding voting securities;**

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**(b)  duringany period of not more than two (2) consecutive years, individuals who at thebeginning of such period constitute the Board (such board of directors beingreferred to herein as the “Employer Board”), and any new director (other than adirector designated by a person who has entered into an agreement with Employerto effect a transaction described in clause (i), (ii) or (iv) of thisSection 5A) whose election by the Employer Board or nomination forelection by Employer’s Stockholders was approved by a vote of at leasttwo-thirds (2/3) of the directors then still in office who either were directorsthen still in office who either were directors at the beginning of the periodof whose election  or nomination forelection was previously so approved (other than approval given in connectionwith an actual or threatened proxy or election contest), cease for any reasonto constitute at least seventy percent (70%) of such Employer Board;**

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**(c)  thestockholders of Employer approve a merger or consolidation of Employer with anyother corporation, other than (A) a merger or consolidation which would resultin the voting securities of Employer outstanding immediately prior theretocontinuing to represent (either by remaining outstanding without conversion orby being converted into voting securities of the surviving or parent entity)fifty one (51%) or more of the combined voting power of the voting securitiesof Employer or such surviving or parent entity outstanding immediately aftersuch merger or consolidation or (B) a merger or consolidation effected to**

 

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implement a recapitalization of enherent Corp. (or similar transaction)in which no “person” (as hereinabove defined) acquires fifty-one (51%) or moreof the combined voting power of enherent Corp.’s then outstanding securities;or

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**(d)  thestockholders of the Employer approve a plan of complete liquidation of theEmployer or an agreement for the sale or disposition by the Employer of all orsubstantially all of the Employer’s assets (or any transaction having a similareffect).**

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**5)   ExpenseReimbursement and Other Benefits.**

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**a)  Reimbursementof Expenses.  During the term ofExecutive’s employment hereunder, Employer, upon the Executive’s submission ofproper substantiation in accordance with Employer’s standard procedure,including copies of all relevant invoices, receipts or other evidencereasonably requested by Employer, by the Executive, shall reimburse theExecutive for all reasonable expenses actually paid or incurred by theExecutive in the course of and pursuant to the business of Employer.**

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**b)  EmployeeBenefits.  Executive shallparticipate in the Employer Employee Benefits Program.**

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**c)  StockOptions.  Executive shall beincluded as a participant under the Employer Incentive Stock Option Plan,eligible to be granted options to acquire shares of Employer’s commonstock.  The number of any options andterms and conditions of options shall be determined in the sole discretion ofthe Board, or applicable committee thereof, and shall be based on severalfactors, including the performance of the Employer.**

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**d)  Vacation.  During the Term, the Executive will beentitled to four (4) weeks paid vacation/personal days for each year.  The Executive will also be entitled to thepaid holidays and other paid leave set forth in Employer’s policies.  Vacation days and holidays during any fiscalyear that are not used by the Executive during such fiscal year may not becarried over and used in any subsequent fiscal year.  Executive will begin to accrue vacation/personal days on the firstday of the month following date of employment at the rate of 1.67 days permonth.  Employer observes ten (10)holidays each year; six (6) days are designated by Employer (the holidayschedule is described in Employer’s Summary of Benefits) and four (4)days, which are selected by Executive.**

 

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**e)  RetirementPlan. Executive is eligible to participate in the Employer’s 401(k) SavingsPlan the first day of the month coinciding with, or following employment withEmployer.  The. Employer has a provisionenabling a match of 100% of the first 3% of employee contributions.**

 

**6)   Restrictions.**

 

**a)  Non-competition.  During the Term and for a one (1) yearperiod after the termination of the Term for any reason, the Executive shallnot, directly or indirectly, engage in or have any interest in any soleproprietorship, partnership, corporation or business or any other person orentity (whether as an executive, officer, director, partner, agent, securityholder, creditor, consultant or otherwise) that directly or indirectly (orthrough any affiliated entity) engages in competition with the Employer (forthis purpose, any business that engages in information technology consultingservices or products similar to those services or products offered by the Employerand which is actively soliciting the operating units of the clients doingbusiness with Employer at the time of termination of the Agreement shall bedeemed to be in competition with the Employer provided that such services orproducts constitute at least five percent (5%) of the gross revenues of theEmployer at the time of termination of the Agreement); provided that suchprovision shall not apply to the Executive’s ownership of or the acquisition bythe Executive, solely as an investment, of securities of any issuer that areregistered under Section 12(b) or 12(g) of the Exchange Act and that arelisted or admitted for trading on any United States national securitiesexchange or that are quoted on the NASDAQ Stock Market, or any similar system orautomated dissemination of quotations of securities prices in common use, solong as the Executive does not control, acquire a controlling interest in orbecome a member of a group which exercises direct or indirect control or, morethan five percent (5%) of any class of capital stock of such corporation.**

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**b)  Nondisclosure.  During the Term and for a two (2) yearperiod after the termination of the Term for any reason, the Executive shallnot at any time divulge, communicate, use to the detriment of or for the benefitof any other person or persons, or misuse in any way, any ConfidentialInformation (as hereinafter defined) pertaining to the business or theEmployer.  Any Confidential Informationor data now or hereafter acquired by the Executive with respect to the businessof the Employer (which shall include, but not be limited to,**

 

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information concerning the Employer’s financial condition, prospects,technology, customers, suppliers, sources of leads and methods of doingbusiness) shall be deemed a valuable, special and unique asset of the Employerthat is received by the Executive in confidence and as a fiduciary, andExecutive shall remain a fiduciary to the Employer with respect to all suchinformation.  For purposes of thisAgreement, “Confidential Information” means information disclosed to theExecutive or known by the Executive as a consequence of or through hisemployment by the Employer (including information conceived, originated,discovered or developed by the Executive) prior to or after the date hereof,and not generally know, about the Employer or its or their respectivebusinesses.  Notwithstanding theforegoing, nothing herein shall be deemed to restrict the Executive fromdisclosing Confidential Information that the Executive clearly demonstrates wasor became generally available to the public other than as a result ofdisclosure by the Executive.

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**c)  Non-solicitationof Employees and Clients.  Duringthe Term and for a one (1) year period after the termination of the Term forany reason, the Executive shall not directly or indirectly, for himself or forany other person, firm, corporation, partnership, association or other entity,other than in connection with the performance of Executive’s duties under thisAgreement, (i) solicit for employment or attempt to employ or enter into anycontractual arrangement with any employee or former employee or independentcontractor of Employer, unless such employee or former employee or formerindependent contractor, has not been employed by Employer for a period inexcess of six (6) months, (ii) call on or solicit any of the operating units ofthe clients doing business with Employer as of the termination of the Term forany reason on behalf of any person or entity in connection with any businesscompetitive with the business of Employer, and/or (iii) make known the namesand addresses of such customers (unless the Executive can clearly demonstratethat such information was or became generally available to the public otherthan as a result of a disclosure by the Executive.**

 

**d)  Ownershipof Developments.  All copyrights,patents, trade secrets, or other intellectual property rights associated withany ideas, concepts, techniques, inventions, processes, or works of authorshipdeveloped or created by Executive during the course of performing work forEmployer or its customers (collectively, the “Work Product”) shall belongexclusively to Employer and shall, to the extent possible, be considered a workmade by the Executive for hire for Employer within the meaning of Title 17 ofthe United States Code.  To**

 

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the extent the Work Product may not be considered work made by theExecutive for hire for Employer, the Executive agrees to assign, andautomatically assign at the time of creation of the Work Product, without anyrequirement of further consideration, any right, title, or interest thatExecutive may have in such Work Product. Upon the request of Employer, the Executive shall take such furtheractions, including execution and delivery of instruments of conveyance, as maybe appropriate to give full and proper effect to such assignment.

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**e)  Booksand Records.  All books, records,and accounts relating in any manner to the customers of Employer, whetherprepared by the Executive or otherwise coming into the Executive’s possession,shall be the exclusive property of Employer and shall be returned immediatelyto Employer on termination of the Executive’s employment hereunder or onEmployer’s request at any time.**

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**f)  Acknowledgmentby Executive. The Executive acknowledges and confirms that (i) therestrictive covenants contained in this Section 6(f) are reasonablynecessary to protect the legitimate business interest of Employer including thelegitimate interests of the Employer, and (ii) the restrictions contained inthis Section 6(f) (including without limitation the length of the term ofthe provisions of this Section 6(f) are not over broad, over long, orunfair and are not the result of overreaching, duress or coercion of anykind.  The Executive furtheracknowledges and confirms that his full, uninhibited and faithful observance ofeach of the covenants contained in this Section 6(f) will not cause himany undue hardship, financial or otherwise, and that enforcement of each of thecovenants contained herein will not impair his ability to obtain employmentcommensurate with his abilities and on terms fully acceptable to him orotherwise to obtain income required for the comfortable support of him and hisfamily and the satisfaction of the needs of his creditors.  The Executive acknowledges and confirms thathis special knowledge of the business of the Employer is such as would causeEmployer serious injury or loss if he were to use such ability and knowledge tothe benefit of a competitor or were to compete with the Employer in violationof the terms of this Section 6(f). The Executive further acknowledges that the restrictions contained inthis Section 6 are intended to be, and shall be, for the benefit of andshall be enforceable by, Employer’s successors and assigns.**

 

**g)  Reformationby Court.  In the event that a courtof competent jurisdiction shall determine that any provision of thisSection 6 is invalid or more restrictive than permitted under thegoverning law of such jurisdiction, then only as to enforcement of thisSection 6 within the**

 

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jurisdiction of such court, such provision shall be interpreted and enforcedas if it provided for the maximum restriction permitted under such governinglaw.

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**h)  Extensionof Time.  If the Executive shall bein violation of any provision of this Section 6 then each time limitationset forth in this Section 6 shall be extended for a period of time equalto the period of time during which such violation or violations occur.  If Employer seeks injunctive relief fromsuch violation in any court, then the covenants set forth in this Section 6shall be extended for a period of time equal to the pendency of such proceedingincluding all appeals by the Executive.**

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**i)  Survival.  The provisions of this Section 6 shallsurvive the termination of this Agreement, as applicable.**

 

**7)   Disability.  If during the Term Executive is unable toperform his services by reason of illness or incapacity, for a period of sixty(60) consecutive days or three (3) months out of any six (6) month period.  Employer may, at its option, upon writtennotice to Executive, terminate the Term and his employment hereunder.  In the event of disability of the Executiveas defined in this Section 7, employer shall continue to pay seventy-fivepercent (75%) of Executive’s then current salary and benefits for the lesser ofone (1) year or the remainder of the Term.**

 

**8)   Terminationfor Cause.**

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**a)  Employershall have the right to terminate the Term and the Executive’s employmenthereunder for Cause (as defined below). Upon any termination pursuant to this Section 8, Employer shall payto the Executive any unpaid Annual Base Salary through the effective date oftermination specified in such notice. Employer shall have no further liability hereunder (other than forreimbursement for reasonable business expenses incurred prior to the date oftermination, subject, however, to the provisions of Section 5(a)).**

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**b)  Forpurposes hereof, the term “Cause” shall mean the Executive’s conviction of afelony, the Executive’s personal dishonesty directly affecting the Employer,willful misconduct (which shall require prior written notice to the Executivefrom the Board unless not curable or such misconduct is materially injurious toEmployer), breach of a fiduciary duty involving personal profit to theExecutive or intentional failure to substantially perform his duties after writtennotice to the Executive from the Board (and a reasonable opportunity to curesuch**

 

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failure) that, in the reasonable judgment of the Board, the Executivehas failed to perform specific duties.

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**9)   TerminationWithout Cause.**

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**a)  Atany time Employer shall have the right to terminate the Term and theExecutive’s employment hereunder by written notice to the Executive.  Any**demotion resulting in a material adverse change inthe duties, responsibilities or role, or reporting relationships of theEmployee shall be treated as a termination without cause of the Executive.  If the Executive is a licensed professional,e.g., Certified Public Accountant or attorney-at-law, then any situation wherethe Executive is asked to take, certify or sanction any course of action whichsuch licensed professional Executive is prohibited from doing by his/herprofession’s rules, regulations, or code of ethics and such action or refusalto take such action in any way leads to the Executive’s termination orresignation, then such termination shall be treated as a Termination WithoutCause or Termination for Good Reason as defined herein.

 

**Uponany termination pursuant to this Section 9 (that is not a terminationunder any of Sections 7, 8, or 10), Employer shall continue to pay (throughEmployer’s regularly scheduled payroll) to the Executive (A) the Annual BaseSalary at the date of termination for eight (8) months and (B) pay, withinforty-five (45) days of the last day of employment, any earned PerformanceBonus prorated as of the date of termination.    Employer shall also continue to pay the Employer portion ofpremiums for the same or substantially similar Welfare Benefits and the Executiveshall be entitled to the other benefits set forth in Section 5(b) and (e)for the remainder of the Term.  In theevent such entitlement is not allowed by law, the Executive shall be entitledto the cash equivalent of that benefit.**

 

**b)  TheOptions and any previously granted or subsequently granted incentive stockoptions shall immediately vest and be exercisable pursuant to the terms of thePlan and the Stock Option Award Agreement, all non-qualified stock options thathave not vested as of the date of the termination, shall expire, and all non-qualifiedstock options that have vested shall be exercisable pursuant to the terms ofthe Plan and the Stock Option Award Agreement. Said vested stock options shallbe exerciseable and may be sold by Executive subject to no restrictions byEmployer (other than those imposed by the Employer’s then current insidertrading policy or by federal and state securities laws).**

 

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**c)  TheEmployer shall have no further liability hereunder (other than for reimbursementfor reasonable business expenses incurred prior to the date of termination,subject, however, to the provisions of Section 5(a).  The Executive shall be entitled to receiveall severance payments and benefits hereunder regardless of any future employmentundertaken by the Executive.**

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**10)   Terminationby Executive.**

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**a)  TheExecutive shall at all times have the right upon thirty (30) days prior writtennotice to Employer, to terminate the Term and his employment hereunder.**

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**b)  Uponany termination pursuant to this Section 10 by the Executive without GoodReason (as defined below),  Employershall pay to the Executive any unpaid Annual Base Salary through the effectivedate of termination specified in such notice. Employer shall have no further liability hereunder (other than forreimbursement for reasonable business expenses incurred prior to the date oftermination, subject, however, to the provisions of Section 5(a)).**

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**c)  Uponany termination pursuant to this Section 10 by the Executive for Good Reason,Employer shall pay to the Executive the same amounts that would have beenpayable by Employer to the Executive under Section 9 of this Agreement asif the Executive’s employment had been terminated by Employer without Cause.  Employer shall have no further liabilityhereunder (other than for reimbursement for reasonable business expensesincurred prior to the date of termination, subject, however, to the provisionsof Section 5(a)).**

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**d)  Forpurposes of this Agreement, “Good Reason” shall mean:**

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**i)**             theassignment to the Executive of any duties inconsistent in any material respectwith the Executive’s position (including status, offices, titles and reportingrequirements), authority, duties or responsibilities as contemplated bySection 3 of this Agreement, or any other action by Employer which resultsin a material diminution in such position, authority, duties orresponsibilities, excluding for this purpose an isolated, insubstantial andinadvertent action not taken in bad faith and which is remedied by Employerpromptly after receipt of notice thereof given by the Executive.

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**ii)**            anyfailure by Employer to comply with any of the material provisions ofSection 4 of this Agreement, other than an isolated, insubstantial andinadvertent failure not

 

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occurring in bad faith and which is remedied by Employer promptly afterreceipt of notice thereof given by the Executive; or

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**iii)**           in theevent that (A) a Change in Control (as defined in Section 4 hereof) inEmployer shall occur during the Term and (B) prior to the earlier of theexpiration of the Term and six (6) months after the date of the Change inControl, the Term and Executive’s employment with Employer is terminated byEmployer, or new employer as the case may be, without Cause, as defined inSection 9(b) (and other than pursuant to Section 7 by reason of theExecutive’s death or the Executive’s disability) or the Executive terminatesthe Term and his employment for Good Reason, as defined in Section 11(d)(i)or (ii).

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

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**12)   SavingsProvisions.  The invalidity, inwhole or in part, of any covenant or restriction, or any section, subsection,sentence, clause, phrase or word, or other provisions of this Agreement, as thesame may be amended from time to time shall not affect the validity of theremaining portions thereof.**

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**13)   GoverningLaw.  This Agreement shall beconstrued in accordance with and governed by the laws of the State of Texaswithout giving effect to its choice of law provision.**

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**14)   Notices.  If either party desires to give notice tothe 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 byhand (with written confirmation of receipt); (b) sent by facsimile (withwritten confirmation of receipt), provided that a copy is mailed by registeredmail, return receipt requested, or (c) when received by the addresses, if sentby a nationally recognized overnight delivery service) receipt requested), ineach case addressed to the party for whom it is**

 

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intended as follows (or such other addresses as either party maydesignate by notice to the other party, at the Parent Employer’s or Employer’sthen principal executive offices):

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|   | **If to Employer:**  | **enherent Corp.**               |
|--------|----------------------|----------------------------------|
|   |                 | **80 Lamberton Road**            |
|   |                 | **Windsor, CT 06095**            |
|   |                 | **Attn:  Clifford Dickman** |
|   |                 |                             |
|   |                 |                             |
|   | **If to Executive:** | **Robert D. Merkl**              |
|   |                 | **5419 Ashleigh Road**           |
|   |                 | **Fairfax, VA  22030**      |

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**15)   Default.  In the event either party defaults in theperformance of its obligations under this Agreement, the non-defaulting partymay, after giving 30 days’ notice to the defaulting party to provide areasonable opportunity to cure such default, proceed to protect its rights bysuit in equity, action or law, or, where specifically provided for herein, byarbitration, to enforce performance under this Agreement or to recover damagesfor breach thereof, including all costs and attorneys’ fees, whether settledout of court, arbitrated, or tried (at both trial and appellate levels).**

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**16)   NoThird Party Beneficiary.  Nothingexpressed or implied in this Agreement is intended, or shall be construed, toconfer upon or give any person other than Employer, the parties hereto andtheir respective heirs, personal representatives, legal representatives,successors and assigns, any rights or remedies under or by reason of thisAgreement.**

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**17)   Waiverof Jury Trial.  All partiesknowingly waive their rights to request a trial by jury in any litigation inany court of law, tribunal or legal proceeding involving the parties hereto orany disputes arising out of or related to this Agreement.  Any controversy of claim arising out of thisAgreement, its enforcement or interpretation, or alleged breach default ormisrepresentation in connection with any of its provisions, shall be submittedto binding arbitration before JAMS-Endispute in accordance with its rules andprocedures for arbitration of employment disputes.  The costs of arbitration, including but not limited to, thefiling fees, shall be paid for by the Employer.  The Employer shall also be responsible for payment of its own**

 

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attorneys’ fees and shall pay the attorney’s fees of the Employee up toa maximum of twenty-five thousand dollars ($25,000.00).

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**18)   Successors.  This Agreement shall inure to the benefit ofand be binding upon the Executive and the Executive’s assigns, heirs,representatives or estate.**

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**19)   Indemnification.  In the event of a lawsuit, such as but notlimited to a shareholder suit, after Executive’s departure from the Employer,or termination of this Agreement for Cause or Termination without Cause, theEmployer shall reimburse, the Executive from all reasonable travel costs andout-of-pocket expenses incurred by Executive in assisting in the defense ofsuch post-employment suit.  In addition,the Employer shall to the fullest extent allowed under its Amended and RestatedCertificate of Incorporation and to the fullest extent permitted by lawindemnify, defend and hold harmless Executive form any reasonable legal feesincurred in Executive’s assistance in the defense of or damages awarded againstExecutive from such post-employment lawsuit.**

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**20)   PressReleases.  The executive will begiven the opportunity to review and comment upon any press release announcinghis departure from the Employer. Employer shall not be obligated to withdraw or revise such press releaseas a result of the Executive’s comments.**

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**INWITNESS WHEREOF, by its appropriate officer, signed this Agreement andExecutive has signed this Agreement, as or the day and year first abovewritten.**

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|   | **AGREED TO BY:** |                | **AGREED TO BY:**                    |
|--------|-------------------|---------------------|--------------------------------------|
|   |              |                |                                 |
|   | **Executive**     | **Robert D. Merkl** |                                 | **enherent Corp.** |
|   |              |                | **Irwin Sitkin**                     |
|   |              |                | **Chairman, Compensation Committee** |
|   |              |                | **Board of Directors**               |
|   |              |                |                                 |
|   |              |                |                                 |
|   | **By:**           |                |                                 | **By:** |   |
|   |              |                |                                 |
|   |              |                |                                 |
|   | **Date:**         |                |                                 | **Date:** |   |
|        |                   |                     |                                      |  |  |  |  |  |

 

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EXHIBIT 2

 

PERFORMANCE BONUS TARGETS

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| **QUARTER TARGETS** |   | **OR**        |       | **CUMULATIVE  TARGET** |   |
|---------------------|--------|---------------|------------|------------------------|--------|
| **4Q02**            |   |          | ** ** |                   |   |   | ** ** |   | ** ** |
| **REVENUE**         |   | **4,400,000** | ** ** |                   |   | **REVENUE** | ** ** | **4,400,000** | ** ** |
| **EBITDA**          |   | **0**         | ** ** |                   |   | **EBITDA** | ** ** | **0** | ** ** |
|                |   |          | ** ** |                   |   |   | ** ** |   | ** ** |
| **1Q03**            |   |          | ** ** |                   |   |   | ** ** |   | ** ** |
| **REVENUE**         |   | **3,750,000** | ** ** |                   |   | **REVENUE** | ** ** | **8,150,000** | ** ** |
| **EBITDA**          |   | **(60,190**   | **)**      |                   |   | **EBITDA** | ** ** | **(60,190** | **)** |
|                |   |          | ** ** |                   |   |   | ** ** |   | ** ** |
| **2Q03**            |   |          | ** ** |                   |   |   | ** ** |   | ** ** |
| **REVENUE**         |   | **4,560,000** | ** ** |                   |   | **REVENUE** | ** ** | **12,710,000** | ** ** |
| **EBITDA**          |   | **202,700**   | ** ** |                   |   | **EBITDA** | ** ** | **142,510** | ** ** |
|                |   |          | ** ** |                   |   |   | ** ** |   | ** ** |
| **3Q03**            |   |          | ** ** |                   |   |   | ** ** |   | ** ** |
| **REVENUE**         |   | **5,580,000** | ** ** |                   |   | **REVENUE** | ** ** | **18,290,000** | ** ** |
| **EBITDA**          |   | **577,700**   | ** ** |                   |   | **EBITDA** | ** ** | **720,210** | ** ** |
|                |   |          | ** ** |                   |   |   | ** ** |   | ** ** |
| **4Q03**            |   |          | ** ** |                   |   |   | ** ** |   | ** ** |
| **REVENUE**         |   | **5,600,000** | ** ** |                   |   | **REVENUE** | ** ** | **23,890,000** | ** ** |
| **EBITDA**          |   | **607,700**   | ** ** |                   |   | **EBITDA** | ** ** | **1,327,910** | ** ** |

 

15

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