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**Exhibit 10.2**

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**EMPLOYMENTAGREEMENT**

**               **THIS EMPLOYMENT AGREEMENT (the“Agreement”) is executed this 30th day of April, 2002, by and between enherentCorp., a Delaware corporation, with its principal place of business at 12300Ford Rd., Suite 450, Dallas, Texas 75234 (“Employer”) and Dan S. Woodward, anindividual residing at 12223 Calico Falls Lane, Houston, TX 77041(“Executive”).

**RECITALS:**

**A.**                                   Employer is an applicationdevelopment services company.

**B.**                                     Executive is currently employed byEmployer as its Chairman and Chief Executive Officer and desires to continue inthose roles for the Employer subject to the conditions hereinafter set forth.

**C.**                                     Executive is willing to make hisservices available to Employer on the terms and conditions hereinafter setforth.

**AGREEMENT:**

**                Therefore,in consideration of the premises, mutual covenants and agreements of theparties contained herein, and other good and valuable consideration, thereceipt and adequacy of which are hereby acknowledged, Employer and Executivehereby agree as follows:**

**1.     Employment.  Employer hereby agrees to continue theemployment of Executive, and Executive agrees to continue in the service ofEmployer, subject to the terms and conditions contained herein.**

**2.     Term:  Subject to earlier termination, as providedhereafter, Executive’s employment hereunder shall be for an initial term of one(1) year, commencing on January 1, 2002 (the “Effective Date”) and ending onDecember 31, 2002; provided, however, that the term shallautomatically renew on January 1, 2003 for one (1) additional twelve monthperiod.  The term of this Agreement, asit may be renewed in accordance with this Section 2, is hereafter referred toas “the term hereof” or “the term of this Agreement”.**

**3.     Duties:  Executive shall be elected to the Board ofDirectors of Employer (the “Board”), shall serve as the Chairman of the Boardand Chief Executive Officer of Employer and shall report to the Board.  As Chief Executive Officer of Employer,Executive shall have the primary responsibility to manage and direct theday-to-day business of Employer, including the generation of income and controlof expenses.  In addition, Executivewill be responsible for directing the organization with the objective of providingmaximum profit and return on invested capital; establishing current andlong-range objectives, plans, and policies, in all cases, subject to theapproval of the Board; and representing Employer with its major customers, thefinancial community and the public. Executive shall perform such other duties as may be reasonably assignedto**

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**him bythe Board.  With the consent of theBoard, 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 hereof, the Executive may serve as a director ofother companies, provided that any such positions and activities are notin conflict, and do not otherwise interfere, in any material respect, withExecutive’s duties and responsibilities to Employer.**

**4.     Compensation:  During the term of this Agreement, Executiveshall be compensated as follows:**

**A.    Salary.  Executive shall be paid an annual salary ofthree hundred eighteen thousand dollars ($318,000) (the “Annual Base Salary”),to be paid in equal periodic semi-monthly installments according to Employer’scustomary payroll practices.  The AnnualBase Salary will be reviewed annually by the Board and increased (but notdecreased) if the Board, in its discretion, determines such an increase to beappropriate.  Nothing contained hereinshall be construed to prevent or require Employer from increasing Executive’sAnnual Base Salary.**

**B.    AnnualIncentive Compensation.  Employerwill provide the Executive with an annual bonus opportunity of one hundredthousand dollars ($100,000) (the “Achievement Bonus”) for meeting targets andobjectives to be established in a written bonus plan by the Board (the “BonusPlan”).  Employer will further provideExecutive with an “over achievement” bonus opportunity of fifty thousanddollars ($50,000) for exceeding the targets and objectives assigned by theBoard and contained in the Bonus Plan.**

**C.    CertainAdditional Payments and Consideration. In addition to the above payments:**

**i)      Employer shallpay Executive a cash retention bonus of fifty thousand dollars ($50,000) uponexecution of this Agreement. In addition, Employer shall pay Executive anadditional cash retention bonus of $50,000 on January 1, 2003.**

**ii)     StockOptions.  Executive shall beeligible to participate in Employer’s Incentive Stock Option Plan (“OptionPlan”).  The number of any options andthe terms and conditions of those options shall be determined in the solediscretion of the Board or the Compensation Committee of the Board.**

**iii)    Change of Control. Notwithstanding any other provision of the Option Plan to the contrary,upon the occurrence of a Change in Control (as defined below), anyunexercisable options issued to Executive pursuant to the Option Plan prior tothe Change in Control shall become immediately exercisable in full; provided,however, that, at the election of the Board or the CompensationCommittee of the Board, any such options may instead be cancelled, in exchangefor which, Employer shall pay Executive a cash payment or a replacement awardof equivalent value.  Furthermore, if aChange in Control occurs as a result of one of the events specified in (a),(c), (d) or (e) of subsection (iv) below and any unexercised options are to beexchanged for a replacement award or**

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**are to be cancelled in exchange for a cash payment inconnection with such Change in Control, and (i) the value of such replacementaward or the amount of such cash payment is less than (ii) 4% of the differencebetween (a) the total consideration paid to stockholders of Employer inconnection with such Change in Control, less (b) the redemption value of thethen outstanding Series A Senior Participating Convertible Preferred Stock ofEmployer issued pursuant to that certain Securities Purchase Agreement, datedas of April 14, 2000, Executive shall be entitled to receive an additional cashpayment equal to the amount by which the amount referred to in (ii) exceeds theamount referred to in (i).**

**iv)           Forpurposes of this Agreement, a “Change in Control” of Employer shall occur uponany of the following:**

**a)     any “person” assuch term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of1934 (other than (1) Employer or any of its subsidiaries, (2) any trustee orother fiduciary holding securities under an employee benefit plan of Employeror (3) any corporation owned, directly or indirectly, by the stockholders ofEmployer in substantially the same proportions as their ownership of the commonstock of Employer), becomes the “beneficial owner” (as defined in Rule 13d-3under 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 its affiliates)representing fifty-one percent (51%) or more of the combined voting power ofEmployer’s then outstanding voting securities;**

**b)    during anyperiod 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 “Original Board”), together with any new directorwhose election by the Original Board or nomination for election by Employer’sstockholders was approved by a vote of at least two-thirds (2/3) of thedirectors then still in office who either were directors at the beginning ofthe period or whose election or nomination for election was previously soapproved (other than approval given in connection with an actual or threatenedproxy or election contest), cease for any reason to constitute at least seventypercent (70%) of such Original Board;**

**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 percent (51%) or more of the combined voting power of the votingsecurities of Employer or such surviving or parent entity outstandingimmediately after such merger or consolidation or (B) a merger or consolidationeffected to implement a recapitalization of Employer (or similar transaction)in which no “person” acquires fifty-one percent (51%) or more of the combinedvoting power of Employer’s then outstanding securities;**

**d)    thestockholders of Employer approve a plan of complete liquidation of Employer;**

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**e)     thereoccurs a closing of a sale or other disposition by Employer of all orsubstantially all of Employer’s assets; or**

**f)     Employer ceasesto have a class of stock registered with the Securities and Exchange Commissionunder the Securities Act of 1933, as amended, or the Securities Exchange of1934, as amended and following such cessation of registration, Executive is nolonger employed as the chief executive officer of Employer.**

**5.     Expense Reimbursement and OtherBenefits.**

**A.    Reimbursementof Expenses.  During the term ofthis Agreement, without duplication of the reimbursement provided in Section 5Ahereof, Employer shall reimburse Executive for all reasonable business expensesincurred by him in the performance of his duties and responsibilities, subjectto such reasonable requirements with respect to substantiation anddocumentation as may be specified by Employer.**

**B.    EmployeeBenefits.  During the term of thisAgreement, Executive shall be entitled to participate in all employee benefitprograms of Employer to the same extent that other senior executive officers ofEmployer are entitled to participate.**

**C.    Housing andTravel Allowance.  During the termof this Agreement, Employer shall provide reimbursement to Executive of up tofifty thousand dollars ($50,000) per year for all reasonable and documentedcosts associated with Executive’s travel to, and from, his residence, localhousing, automobile costs and other costs directly related to Executive’shousing or travel.**

**D.    Vacation.  During the term of this Agreement, Executivewill be entitled to four (4) weeks paid vacation for each year.  Executive will also be entitled to the paidholidays and other paid leave set forth in Employer’s employment policies, acopy of which has previously been provided to Executive.  Vacation days and holidays during any fiscalyear that are not used by Executive during such fiscal year may not be carriedover and used in any subsequent fiscal year. Executive will begin to accrue personal days on the first day of themonth following date of employment at the rate of 1.67 days per month.**

**E.     RetirementPlan.  Executive will be eligible toparticipate in Employer’s 401(k) Savings Plan as of the first day of the monthcoinciding with, or following, three (3) months employment with Employer,subject to the terms thereof.**

**6.     Restrictions**

**A.    Non-competition.  During the term of this Agreement and for atwo (2) year period after expiration or any termination of term of thisAgreement, Executive shall not directly or indirectly, either as a principal,agent, employee, employer, stockholder, partner or in any other capacitywhatsoever (i) engage in whole or in part, in any business in competition withthe business of Employer or any of its subsidiaries or (ii) become associatedwith, employed by, enter into a business relationship with, or become astockholder or other equity holder of, any client of Employer who was a clientof**

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**Employer for at least twelve (12) months prior toExecutives departure; provided that the restriction contained insubclause (ii) of this Section 6A shall not apply to Executive’s ownership ofor the acquisition by Executive, solely as an investment, of securities of anyissuer that are registered under Section 12(b) or 12(g) of the Exchange Act andthat are listed or admitted for trading on any United States nationalsecurities exchange or that are quoted on the NASDAQ Stock Market, or any similarsystem or automated dissemination of quotations of securities prices in commonuse, so long as Executive does not control, acquire a controlling interest inor become a member of a group which exercises direct or indirect control ofmore than fifty percent (50%) of any class of capital stock of suchcorporation.**

**B.    Nondisclosure.  During the term of this Agreement and for atwo (2) year period after the expiration or any termination of the term of thisAgreement, Executive shall not at any time disclose, divulge, communicate, useto the detriment of Employer or for the benefit of any other person or persons,or misuse in any way, any Confidential Information (as hereinafterdefined).  Any Confidential Informationor data now or hereafter acquired by the Executive relating to the business ofEmployer (which shall include, but not be limited to, information concerningEmployer’s financial condition, prospects, technology, customers, suppliers,sources of leads and methods of doing business) shall be deemed a valuable,special and unique asset of Employer that is received by Executive inconfidence and as a fiduciary, and Executive shall remain a fiduciary toEmployer with respect to all such information. For purposes of this Agreement, “Confidential Information” means allinformation disclosed to Executive or known by Executive as a consequence of,or through, his employment by Employer (including information conceived,originated, discovered or developed by Executive) prior to or after the datehereof, and not generally known to the public about Employer or itsbusinesses.  Notwithstanding theforegoing, nothing herein shall be deemed to restrict Executive from disclosingConfidential Information that Executive clearly demonstrates was or becamegenerally available to the public other than as a result of disclosure by theExecutive or by any other person known by Executive to have a duty ofconfidentiality to the Employer.**

**C.    Nonsolicitationof Employees and Clients.  Duringthe term of this Agreement and for a two (2) year period after the expirationor any termination of the term of this Agreement, Executive shall not directlyor indirectly, for himself or for any other person, firm, corporation,partnership, association or other entity, (i) solicit for employment or attemptto employ or enter into any contractual arrangement with any employee or formeremployee or independent contractor of Employer or any of its subsidiaries,unless such employee or former employee or former independent contractor, has notbeen employed by Employer for a period in excess of six months prior to suchexpiration or termination date, or unless Executive shall obtain the approvalof Employer, (ii) solicit or encourage any client of Employer or itssubsidiaries to terminate or diminish substantially its relationship withEmployer or any of its subsidiaries, and/or (iii) make known the names andaddresses of Employer’s clients or customers, unless such information does notconstitute Confidential Information hereunder.**

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**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 the extentthe Work Product may not be considered work made by Executive for hire forEmployer, Executive agrees to assign, and automatically assign at the time ofcreation of the Work Product, without any requirement of further consideration,any right, title, or interest that Executive may have in such WorkProduct.  Upon the request of Employer,Executive shall take such further actions, including execution and delivery ofinstruments of conveyance, as may be appropriate to give full and proper effectto such assignment.**

**E.     Books andRecords.  All books, records, andaccounts relating in any manner to the clients and customers of Employer,whether prepared by Executive or otherwise coming into Executive’s possession,shall be the exclusive property of Employer and shall be returned immediatelyto Employer on termination of Executive’s employment hereunder or on Employer’srequest at any time.**

**F.     Acknowledgmentby Executive.  Executive acknowledgesand confirms that (i) the restrictive covenants contained in this Section 6 arereasonably necessary to protect the legitimate business interests of Employer,and (ii) the restrictions contained in this Section 6 (including withoutlimitation the length of the term of the provisions of this Section 6) are notover broad, over long, or unfair and are not the result of overreaching, duressor coercion of any kind.  Executivefurther acknowledges and confirms that his full, uninhibited and faithful observanceof each of the covenants contained in this Section 6 will not cause him anyundue 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.  Executive acknowledges and confirms that hisspecial knowledge of the business of Employer is such as would cause Employerserious injury or loss if he were to use such ability and knowledge for thebenefit of a competitor or were to compete with Employer in violation of theterms of this Section 6.  Executivefurther acknowledges that the restrictions contained in this Section 6 areintended to be, and shall be, for the benefit of and shall be enforceable by,Employer’s successors and assigns. Executive therefore agrees that, in addition to any other remediesavailable to it, Employer shall be entitled to obtain preliminary and permanentinjunctive relief against any breach of this Section 6, without having to postbond.**

**G.    Reformationby Court.  In the event that a courtof competent jurisdiction shall determine that any provision of this Section 6is invalid or more restrictive than permitted under the governing law of suchjurisdiction, then only as to enforcement of this Section 6 within thejurisdiction of such court, such provision shall be interpreted and enforced asif it provided for the maximum restriction permitted under such governing law.**

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**H.    Extensionof Time.  If Executive shall be inviolation of any provision of this Section 6 then each time limitation setforth in this Section 6 shall be extended for a period of time equal to theperiod 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 Executive.**

**I.      Survival.  The provisions of this Section 6 shallsurvive the termination of this Agreement.**

**7.     Disabilityor Death.  If, during the term ofthis Agreement, Executive dies or is unable to perform his services by reasonof illness or incapacity, for a period of sixty (60) consecutive days or three(3) months out of any six (6) month period (such inability to perform referredto herein, as a “Disability”), Employer may, at its option, upon written noticeto Executive, terminate the Executive’s employment hereunder.  In such event, Executive or his estate, inthe event of the death of Executive, shall be entitled to receive his current AnnualBase Salary for the shorter of (a) one (1) year following the date of death orDisability, and (b) the remainder of the term of this Agreement, in eithercase, payable during such period in accordance with Employer’s then currentpayroll practices.  Employer shall alsocontinue to pay the premiums for the same or substantially similar welfarebenefits for such period.  In the eventthat such entitlement is not allowed by law, Executive or Executive’s estateshall be entitled to the cash equivalent of that benefit.  Other than as set forth above, Employershall have no further liability hereunder to Executive upon a terminationpursuant to this Section 7.**

**8.     Terminationfor Cause.**

**Employershall have the right to terminate Executive’s employment hereunder for Cause(as defined below).  Upon anytermination pursuant to this Section 8, Employer shall pay to Executive anyunpaid Annual Base Salary through the effective date of termination specifiedin such notice.  Employer shall have nofurther liability hereunder (other than for reimbursement for reasonablebusiness, housing and travel expenses incurred prior to the date of terminationin accordance with Section 5A).  Forpurposes hereof, the term “Cause” shall mean (a) Executive’s material breach ofthis Agreement, (b) Executive’s conviction of a felony, (c) Executive’spersonal dishonesty directly affecting Employer, (d) Executive’s willfulmisconduct or gross negligence in the performance of Executive’s dutieshereunder (which shall require prior written notice to Executive from the Boardunless not curable or such misconduct is materially injurious to Employer) or(e) breach of a fiduciary duty involving personal profit to Executive.**

**9.     TerminationWithout Cause.**

**A.    Atany time, Employer shall have the right to terminate Executive’s employmenthereunder by written notice to Executive. Any**demotion resulting ina material adverse change in the duties, responsibilities or role, or reportingrelationships of Employee, including upon a Change in Control, shall be treatedas a termination without cause of the Executive.  Upon any termination pursuant to this Section 9 (that is not a 

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**termination under any of Sections 7, 8, or 10), Employershall pay to Executive (i) his current Annual Base Salary for the shorter of(a) one (1) year, and (b) the remainder of the term of this Agreement, (ii) anyearned performance bonus prorated as of the date of termination, and (iii) theretention bonus required to be paid pursuant to the second sentence of Section4C(i), if such termination occurs prior to January 1, 2003.  Executive shall receive payment of suchtermination amount in equal installments for the shorter of (a) one (1) year,and (ii) the remainder of the term of this Agreement, in accordance withEmployer’s then current payroll practices; provided, however,that if such termination occurs following a Change in Control, Executive shallbe entitled to elect to receive such termination amount in a single lump sum .  Employer shall also continue to pay thepremiums for the same or substantially similar welfare benefits for the shorterof (a) one (1) year, and (ii) the remainder of the term of this Agreement.  In the event such entitlement is not allowedby law, Executive shall be entitled to the cash equivalent of that benefit.**

**B.    In the event ofa termination pursuant to Section 9A hereof, all stock options previouslygranted to Executive under the Option Plan shall continue to be exercisable inaccordance with the original vesting schedule with respect to such optiongrants.**

**                C.    Other than as set forth above, Employer shall have no furtherliability hereunder (other than for reimbursement for reasonable business,housing and travel expenses incurred prior to the date of termination inaccordance with Section 5A) to Executive upon a termination pursuant to thisSection 9.**

**10.   Terminationby Executive.**

**A.    Executive shallat all times have the right upon thirty (30) days prior written notice toEmployer, to terminate his employment hereunder.**

**B.    Upon anytermination pursuant to this Section 10 by Executive without “Good Reason” (asdefined below), Employer shall pay to Executive any unpaid Annual Base Salarythrough the effective date of termination specified in such notice.  Employer shall have no further liabilityhereunder (other than for reimbursement for reasonable business, housing andtravel expenses incurred prior to the date of termination in accordance withSection 5A) to Executive upon a termination pursuant to this Section 10B.**

**C.    Upon anytermination pursuant to this Section 10 by Executive for “Good Reason”,Employer shall pay to Executive the same amounts that would have been payableby Employer to Executive under, and in the same manner provided by, Section 9of this Agreement (including the election of the Executive to receive suchpayment in a single lump sum) as if Executive’s employment had been terminatedby Employer without Cause.  Employershall have no further liability hereunder (other than for reimbursement forreasonable business, housing and travel expenses incurred prior to the date oftermination in accordance with Section 5A) to Executive upon a terminationpursuant to this Section 10C.**

**D.    Forpurposes of this Agreement, “Good Reason” shall mean:**

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**i)      theassignment to Executive of any duties inconsistent in any material respect withExecutive’s position (including status, offices, titles and reportingrequirements), authority, duties or responsibilities as contemplated by Section3 of this Agreement, or any other action by Employer which results in amaterial diminution in such position, authority, duties or responsibilities,excluding for this purpose an isolated, insubstantial and inadvertent actionnot taken in bad faith and which is remedied by Employer promptly after receiptof notice thereof given by the Executive.**

**ii)     anyfailure by Employer to comply with any of the material provisions of Section 4of this Agreement, other than an isolated, insubstantial and inadvertentfailure not occurring in bad faith and which is remedied by Employer promptlyafter receipt of notice thereof given by Executive; or**

**iii)    in the event that (A) a Change in Control (as defined in Section4 hereof) shall occur during the term of this Agreement, and (B) prior to theearlier of the expiration of the term of this Agreement and six (6) monthsafter the date of the Change in Control, Executive’s employment is terminatedby Employer or any successor thereto without Cause.**

**11.   Taxes.  All payments made to Executive under thisAgreement shall be reduced by any tax or other amount required to be withheldby Employer under applicable law.**

**12.   Reductions.  Notwithstanding anything to the contrarycontained in this Agreement, (a) any and all payments and benefits to beprovided to Executive hereunder are subject to reduction to the extent requiredby applicable statutes, regulations, rules and directives of federal, state andother governmental and regulatory bodies having jurisdiction over Employer, and(b) the payments and benefits to which Executive would be entitled as a resultof a Change of Control shall be reduced to the maximum amount for whichEmployer will not be limited in its deduction pursuant to Section 28OG of theInternal Revenue Code of 1986, as amended, or any successor provision.  Any such reduction shall be applied to theamounts due to Executive in such manner as Executive may reasonably specifywithin thirty (30) days following notice from Employer of the need for suchreduction or, if Executive fails to so specify timely, as determined byEmployer.**

**13.   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 specificallystated in writing as aforementioned.**

**14.   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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**15.   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.**

**16.   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 addressee, if sentby a nationally recognized overnight delivery service) receipt requested), ineach case addressed to the party for whom it is intended as follows (or suchother addresses as either party may designate by notice to the other party, atthe Parent Employer’s or Employer’s then principal executive offices):**

| **If to Employer:**  |   | **enherent Corp.**                        |
|----------------------|--------|-------------------------------------------|
|                 |   | **12300 Ford Rd., Suite 450**             |
|                 |   | **Dallas, Texas 75234**                   |
|                 |   | **Attention: EVP Human Resources**        |
|                 |   |                                      |
| **With a copy to:**  |   | **enherent Corp.**                        |
|                 |   | **12300 Ford Rd., Suite 450**             |
|                 |   | **Dallas, Texas 75234**                   |
|                 |   | **Attention: Corporate Counsel**          |
|                 |   |                                      |
| **If to Executive:** |   | **At the most recent home address  of**   |
|                 |   | **Executive on the official records  of** |
|                 |   | **Employer.**                             |

**17.   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 or an action at law.**

**18.   No ThirdParty 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.**

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

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| **AGREED TO BY:**       |        | **AGREED TO BY**                     |
|-------------------------|-------------|--------------------------------------|
|                    |        |                                 |
| **Executive:**          |        | **enherent Corp.:**                  |
|                    |        |                                 |
|                    |        |                                 |
| **/s/ Dan S. Woodward** |        | **/s/ Jack D. Mullinax**             |
| **Dan S. Woodward**     |        | **Jack D. Mullinax**                 |
|                    |        | **Title:**                           | **EVP Corporate Services** |
|                    |        |                                 |   |
| **Date:**               | **4/30/02** |                                 | **Date:** | **4/30/02** |
|                    |        |                                 |   |   |
|                    |        |                                 |   |   |
|                    |        | **Compensation Committee:**          |
|                    |        | **/s/ Irwin Sitkin**                 |
|                    |        | **Irwin Sitkin**                     |
|                    |        | **Chairman, Compensation Committee** |
|                    |        |                                 |
|                    |        | **Date:**                            | **5/2/02** |
|                         |             |                                      |  |  |  |  |

 

 

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