**Exhibit 10.26****Master Consulting Agreement****THIS MASTER CONSULTING AGREEMENT**(“Agreement”) made this 6thday of October, 2006(the “Effective Date”), which agreement supersedes all prior agreements between the parties hereto,is between enherent Corp., a Delaware corporation, having its principal place of business at 192Lexington Avenue, New York, New York 10016, (hereinafter referred to as the “Company”), and TheWedgewood Group, LLC, a Connecticut corporation, having a place of business at 43 Sequin Street,Newington, CT 06111 (hereinafter referred to as the “Consulting Firm”).**1.** **Agency**   Consulting Firm shall provide services as set forth in the Task Order attached hereto asExhibit A to Company. **2.** **Contract Price and Invoicing** 2.1 Company shall pay Consulting Firm a fee as set forth in said Task Order or any other rate towhich the parties from time to time agree in writing. 2.2 Consulting Firm shall submit monthly invoices on the last day of each month on its ownletterhead or form for services performed by its employees, agents, or subcontractors(hereinafter collectively referred to as “Consultants”). Consulting Firm shall submitClient’s signed time sheets on a weekly basis with such invoices as a prerequisite for paymentof invoice. Payment for services and reimbursement for expenses shall be made thirty (30) daysfollowing receipt and processing of invoices, provided that they are properly submitted byConsulting Firm in a prompt and timely manner. In the event Consulting Firm fails to invoiceCompany for any charges for a period of ninety (90) days after the expiration of theapplicable billing period, then Company shall not be obligated to pay the charges attributableto Consulting Firm’s failure to invoice within said ninety (90) day period. 2.3 Consulting Firm will be responsible for its Consultants’ travel and business expenses. **3.** **Independent Contractor Status** 3.1 Consulting Firm represents that neither it nor its Consultants are employees of Company orClient and they are not entitled to any fringe benefits or employment rights from Company orClient. Consulting Firm alone shall be responsible for any of its Consultants’ fringebenefits including, but not limited to, vacation, sick leave and holidays, health liabilityinsurance, and for paying any payroll-related taxes or contributions required by law. 3.2 Consulting Firm represents that its Consultants have the necessary expertise to do the tasksas listed in the Task Order(s) and that, therefore, they do not need to be trained orsupervised by Company or its representatives. Neither Consulting Firm nor its Consultants hasthe right or ability to bind Company to any obligations with a third party without Company’sexpress written permission. 3.3 Consulting Firm reserves the right to provide services through other brokers or directly toother clients simultaneously with this Agreement, providing such services are not in conflictwith Paragraph 8 hereinafter. **4.** **Liability** 4.1 Consulting Firm alone has the responsibility and shall withhold from its employees’ salariesor pay, as the case may be, and, as required by law, all contributions and taxes for allapplicable federal, state, and local employment taxes, social security, disability, workers’compensation, unemployment, disability benefits, and the like. 4.2 In the event that the Internal Revenue Service, or any state or local government agency orany other applicable entity, determines that any Consultant of Consulting Firm is an employeeof Company or Client for the purpose of any tax liability, or liability for any otherstatutory payment, Consulting Firm agrees to indemnify Company and its officers and directorsfrom any liability arising thereon and releases them from all liabilities, costs, and expenses(including, but not limited to, attorneys’ fees) associated with the defense of such claim(s).
 

 
**5.** **Consulting Firm’s Representations** 5.1 Consulting Firm represents and warrants that its Consultants have the expertise to provideservices hereunder required for completion of the project without supervision and inaccordance with the standards of good professional practice. Company will not be responsiblefor determining the manner and means in which to carry out the tasks hereunder. 5.2 Consulting Firm further represents and warrants that it and its Consultants are under norestriction, contractually or otherwise, to any present or former broker, client, employer,associate, partnership, corporation, business entity, or person which would prevent orrestrict them in any manner whatsoever from performing under this Agreement. **6.** **Term and Termination** 6.1 The term of this Agreement is for one (1) year, commencing on the Effective Date reflectedabove. The end of such term shall be the “Expiration Date”. Each Task Order shall be for theperiod set forth therein. 6.2 Task Order(s) and this Agreement, where applicable, may not be terminated by either partyexcept as provided herein: A. Company may terminate for cause or for any reason whatsoever, including but notlimited to convenience, cause or for violation by Consulting Firm or its Consultants ofParagraphs 8, 9, or 10;  B. Consulting Firm may terminate if Company fails or refuses to pay invoices renderedby Consulting Firm providing that such invoices are due and payable under the terms ofthis Agreement and further providing Consulting Firm has given written notice to Companyof failure to pay and Company does not remedy same within a reasonable period of time.6.3 In the event that a Task Order has a term that exceeds the Expiration Date of thisAgreement, the parties agree that the terms and conditions of this Agreement shallcontinue to control the relationship of the parties until such time as all services under theapplicable Task Order have been completed or the Task Order has been terminated in accordancewith the terms of this Agreement. **7.** **Restrictive Covenant** 7.1 Consulting Firm agrees during the term of this Agreement, or any extension thereof, and for aperiod of one (1) year thereafter, that neither it nor any of its Consultants will directly orindirectly, or in any capacity, compete or attempt to compete with Company, any parent,subsidiary, or affiliate of Company, or any corporation merged into or merged or consolidatedwith Company, to provide computer programming or data processing services (a) by solicitingclients or (b) by soliciting any project work at a client which was either being solicited by,or which was under contract to, Company during the term of this Agreement (or any extensionthereof) or by performing or causing to be performed in any capacity including, but notlimited to, that as an employee, any project work which was either being solicited by or whichwas under contract to Company during the term of this Agreement (or any extension thereof) or(c) by inducing any personnel of Company to engage in activities prohibited under thisParagraph or by employing any such personnel for the purpose of engaging in such activities.The provisions of this Paragraph shall be construed as an agreement independent of any otherprovision contained herein and shall be enforceable in both law and equity, including bytemporary or permanent restraining orders, notwithstanding the existence of any claim or causeof action by Consulting Firm or any of its consultants against Company, whether predicated onthis Agreement or otherwise. 7.2 In the event that the scope or enforceability of this Paragraph is found by a judge or othertrier of fact to be too broad, it may be modified and enforced to the extent deemed reasonableunder the circumstances existing at that time. 7.3 This Paragraph shall survive termination of this Agreement.
 

 
**8.** **Ownership** 8.1 Except as otherwise noted, Client will own all technical notes, programs, specifications,documentation, and other information, tangible and intangible property, and work productsprepared in connection with performance of this Agreement or required to be delivered and/orpurchased and/or created under this Agreement. Consulting Firm hereby releases to Company anyright, title, and interest that it might have to any work product, tangible or intangible,produced for Company during the term of this Agreement. At project completion, ConsultingFirm will promptly deliver, or cause its Consultants to deliver, to Company all tangibleproperties and work products produced, purchased, created, or which contributed to the tasksperformed hereunder. 8.2 Title to all material and documentation including, but not limited to, system specificationsfurnished by Company, shall remain the property of Company and whenever such material isdelivered by Company into the possession of Consulting Firm or its Consultants, it shallreturn the same, or cause its Consultants to return same, to Company forthwith at Company’srequest or upon termination of this Agreement. 8.3 This Paragraph shall survive termination of the Agreement. 8.4 Consulting Firm agrees to sign any consents, licenses, or other documents reasonablynecessary to accomplish such assignment. **9.** **Confidential Information** 9.1 Consulting Firm agrees that the following constitutes confidential information or tradesecrets and agrees not to disclose same to anyone during the term of this Agreement orthereafter: A. Nonpublic information acquired during the performance of this Agreement;  B. The finances, business affairs, and circumstances of Company or Company; and  C. All information and data relating to the work project hereunder and its operation.9.2 Consulting Firm and Consulting Firm Employee agree not to discuss or divulge any matterspertaining to the business terms of this Agreement including but not limited to the Rate paidor payable hereunder to Consulting Firm. 9.3 This Paragraph shall survive termination of this Agreement. **10.** **Remedies** 10.1 Consulting Firm acknowledges that compliance with Paragraphs 8, 9, and 10, are necessary toprotect the business and good will of Company and that a breach of those sections willirreparably and continually damage Company for which money damages may not be adequate. 10.2 Consequently, Consulting Firm agrees that in the event of a breach or threatened breach ofthese covenants by Consulting Firm or its Consultants, Company shall be entitled to both(a) a preliminary or permanent injunction in order to prevent the continuation of such harmand (b) money damages insofar as they can be determined. Nothing in this Agreement, however,shall be construed to prohibit Company from also pursuing any other remedy, the parties havingagreed that all remedies shall be cumulative. **11.** **Waiver or Breach**   If either party breaches or fails to comply with any term of this Agreement, and the otherparty elects to waive same, such waiver shall not be construed as a waiver of future breachesor failures to comply. **12.** **Entire Agreement**   This document contains the entire agreement of the parties’ relationship to the subjectmatter hereof. No waiver, change, or modification of any of the terms hereof or extension ofdischarge of this Agreement shall be binding on Company unless in writing, signed by anauthorized person of Company.
 

 
**13.** **Law of New York**   This Agreement shall be construed and enforced in accordance with the laws of the State ofNew York, without giving effect to its conflict of law principles. The parties agree tosubmit to the exclusive jurisdiction of the state and federal courts of New York with respectto disputes between the parties arising under or related to this Agreement. **14.** **Severability**   If any of the provisions of this Agreement shall be invalid, illegal, or unenforceable, suchinvalidity, illegality, or unenforceability shall not render the entire Agreement invalid andshall be construed as if not containing the particular invalid, illegal, or unenforceableprovision(s), and the rights and obligations of each party shall be construed and enforcedaccordingly.**IN WITNESS WHEREOF,**the parties hereto have executed this Agreement as of the date first abovewritten.       enherent Corp. The Wedgewood Group, LLC       By: /s/ Pamela Fredette By: /s/ Roger DiPiano              Name: Pamela Fredette Name: Roger DiPiano              Title: Chairman, Chief Executive Officer and President Title: President              Date: October 6, 2006 Date: October 6, 2006       
 

 
**EXHIBIT A — TASK ORDER**1. Client: enherent Corp. 2. Consulting Firm Employee: Roger DiPiano 3. Start Date: October 9, 2006 4. Period:* Through April 8, 2007 5. Rate: $1,000.00 (One Thousand Dollars) per day 6. Overtime Rate: Not Applicable 7. Special Conditions: Consulting Firm’s Employee will perform consulting services asrequested by Company’s CEO.* This Task Order shall, subject to the terms and conditions in the Agreement, befor a maximum period of six (6) months and shall be automatically renewed for a likeperiod(s) unless terminated by either party. However, in no event will this Task Order beextended beyond the term as set forth in the Agreement, unless otherwise agreed to inwriting between the parties. In addition, the parties specifically agree that the rate asset forth above will remain in effect for a minimum period of one (1) year from the dateservices started under this Task Order issued pursuant to the Agreement. This provisionwill survive the expiration of any Task Order and will continue for the duration of theAgreement.This Task Order has been duly signed by Company and Consulting Firm on the respective datesindicated below.       enherent Corp. The Wedgewood Group, LLC       By: /s/ Pamela Fredette By: /s/ Roger DiPiano              Name: Pamela Fredette Name: Roger DiPiano              Title: Chairman, Chief Executive Officer and President Title: President              Date: October 6, 2006 Date: October 6, 2006