##### 



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 March 31, 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 April 28, 2006Common stock, par value $.001
    
    50,361,451




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##### 



enherent Corp. and Subsidiaries
 INDEX
  
 PagePART I. FINANCIAL INFORMATION
    
    
    1Item 1. Financial Statements.
    
    
    1Condensed Consolidated Balance Sheets as of March 31, 2006
and December 31, 2005
    
    
    1Condensed Consolidated Statements of Operations
for the three months ended March 31, 2006 and 2005
    
    
    2Condensed Consolidated Statements of Cash Flows
for the three months ended March 31, 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.
    
    
    15Item 4. Controls and Procedures.
    
    
    15PART II. OTHER INFORMATION
    
    
    16Item 1. Legal Proceedings.
    
    
    16Item 5. Other Information
    
    
    16Item 6. Exhibits.
    
    
    17Signatures
    
    
    S-1Exhibit Index
    
    
    E-1
  i




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##### 



Part I. Financial Information
 
 Item 1. Financial Statements
 ENHERENT CORP. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,2006
    
    
    2005(Unaudited)
    
    
    (Audited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    295,112
    
    
    $
    320,574Accounts receivable, net
    
    
    4,370,921
    
    
    
    4,996,626Prepaid and refundable taxes
    
    
    16,943
    
    
    
    18,427Prepaid expenses and other current assets
    
    
    77,414
    
    
    
    254,756Total current assets
    
    
    4,760,390
    
    
    
    5,590,383Furniture, equipment and improvements, net
    
    
    231,702
    
    
    
    255,375Goodwill and other intangibles, net
    
    
    4,734,278
    
    
    
    4,759,278Deferred financing costs, net
    
    
    114,417
    
    
    
    123,952Other assets
    
    
    24,689
    
    
    
    24,689T O T A L
    
    $
    9,865,476
    
    
    $
    10,753,677LIABILITIESCurrent liabilities:Revolving credit facility
    
    $
    3,694,286
    
    
    $
    3,465,519Current portion of long-term debt
    
    
    327,892
    
    
    
    312,521Accounts payable and accrued expenses
    
    
    2,335,811
    
    
    
    3,302,094Deferred revenue
    
    
    157,065
    
    
    
    143,898Accrued compensation and benefits
    
    
    910,391
    
    
    
    605,187Total current liabilities
    
    
    7,425,445
    
    
    
    7,829,219Long-term liabilities:Long-term debt, net of current portion above
    
    
    3,759,038
    
    
    
    3,817,883Noncurrent rent payable
    
    
    12,558
    
    
    
    18,261Total long-term liabilities
    
    
    3,771,596
    
    
    
    3,836,144Total liabilities
    
    
    11,197,041
    
    
    
    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 in 2006 and 50,341,451 shares in 2005
    
    
    50,361
    
    
    
    50,341Additional paid-in capital
    
    
    27,174,889
    
    
    
    27,091,409Unearned compensation on restricted stock
    
    
    (10,411
    )
    
    
    (24,295
    )Accumulated deficit
    
    
    (28,546,404
    )
    
    
    (28,029,141
    )Total capital deficiency
    
    
    (1,331,565
    )
    
    
    (911,686
    )T O T A L
    
    $
    9,865,476
    
    
    $
    10,753,677
  1




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##### 



ENHERENT CORP. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 For the Three Months EndedMarch 31 ,2006
    
    
    2005Revenues:Service revenue
    
    $
    6,615,724
    
    
    $
    3,087,362Equipment and software revenue
    
    
    435,401
    
    
    
    688,323Total revenues
    
    
    7,051,125
    
    
    
    3,775,685Cost of revenues:Cost of services
    
    
    5,188,217
    
    
    
    2,376,874Cost of equipment and software
    
    
    315,813
    
    
    
    510,409Cost of revenues
    
    
    5,504,030
    
    
    
    2,887,283Gross profit
    
    
    1,547,095
    
    
    
    888,402Operating expenses:Selling, general and administrative
    
    
    1,791,665
    
    
    
    1,284,980Depreciation and amortization expense
    
    
    81,233
    
    
    
    65,330Total operating expenses
    
    
    1,872,898
    
    
    
    1,350,310Operating loss
    
    
    (325,803
    )
    
    
    (461,908
    )Interest expense
    
    
    (188,310
    )
    
    
    (118,045
    )Loss before income taxes
    
    
    (514,113
    )
    
    
    (579,953
    )Provision for income taxes
    
    
    (3,150
    )
    
    
    (7,650
    )NET LOSS
    
    $
    (517,263
    )
    
    $
    (587,603
    )Basic and diluted net loss per share
    
    $
    (0.01
    )
    
    $
    (0.03
    )Number of shares used in computing basic
and diluted net loss per share
    
    
    50,360,340
    
    
    
    22,663,491
  2




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##### 



ENHERENT CORP. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 For the Three Months EndedMarch 31,2006
    
    
    2005NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTSCash flows from operating activities:Net loss
    
    $
    (517,263
    )
    
    $
    (587,603
    )Adjustments to reconcile net loss to net
cash provided by (used for) operating activities:Bad debt expense
    
    
    30,000
    
    
    
    Depreciation and amortization
    
    
    81,233
    
    
    
    65,330Deferred compensation
    
    
    13,884
    
    
    
    Deferred rent
    
    
    (5,703
    )
    
    
    (6,237
    )Deferred revenue
    
    
    13,167
    
    
    
    187,727Stock based compensation
    
    
    83,000
    
    
    
    Changes in assets and liabilities:Accounts receivable
    
    
    595,705
    
    
    
    627,243Prepaid expenses and other current assets
    
    
    177,342
    
    
    
    7,760Prepaid and refundable taxes
    
    
    1,484
    
    
    
    4,090Accounts payable, accrued expense and
accrued compensation and benefits
    
    
    (661,079
    )
    
    
    201,557Net cash (used for) provided by operating activities
    
    
    (188,230
    )
    
    
    499,867Cash flows from investing activities:Purchase of furniture, fixtures, equipment and improvements
    
    
    (23,025
    )
    
    
    (33,564
    )Payments of direct merger costs
    
    
    
    
    
    
    (102,274
    )Net cash used for investing activities
    
    
    (23,025
    )
    
    
    (135,838
    )Cash flows from financing activities:Proceeds received from exercised stock options
    
    
    500
    
    
    
    Net proceeds (repayments) under revolving loan
    
    
    228,767
    
    
    
    (129,226
    )Principal repayments on term loan
    
    
    
    
    
    
    (75,000
    )Principal payments on capital lease obligations
    
    
    (16,561
    )
    
    
    (10,715
    )Repayment of other notes payable
    
    
    (26,913
    )
    
    
    (26,238
    )Net cash provided by (used for) financing activities
    
    
    185,793
    
    
    
    (241,179
    )NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    (25,462
    )
    
    
    122,850Cash and
cash equivalents  January 1,
    
    
    320,574
    
    
    
    28,647CASH AND
CASH EQUIVALENTS  March 31,
    
    $
    295,112
    
    
    $
    151,497Supplemental disclosure of cash flow information:Cash paid during the period for:Interest
    
    $
    152,278
    
    
    $
    111,731Income taxes
    
    $
    1,666
    
    
    $
    3,560Noncash investing and financing transactions:Accrued deferred acquisition cost
    
    $
    
    
    
    $
    118,330
  3




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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 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 three-month period ended March 31, 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 SEC Form 10-K.As further described in Note 3, on April 1, 2005, enherent completed the Merger (the Merger)
with Dynax. 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 historical financial statements presented for periods
prior to the Merger are those of Dynax. The operations of the former enherent business have been
included in the financial statements for the period 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.
 4




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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 endedMarch 31,2006
    
    
    2005Numerator:Net loss
    
    $
    (517,263
    )
    
    $
    (587,603
    )Denominator:Weighted average of shares outstanding   basic and diluted
    
    
    50,360,340
    
    
    
    22,663,491Basic and diluted loss per share
    
    $
    (0.01
    )
    
    $
    (0.03
    )
  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. enherent was the
surviving legal entity.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 based on the criteria of Financial Accounting Standard Board (FASB)
Financial Accounting Standards No. 141, Accounting for Business Combinations (FAS141). Based
on an analysis of minority interests in the surviving corporation and the composition of the
board of directors and senior management of the surviving corporation, for accounting purposes
Dynax was identified as the acquiring entity, and enherent as the acquired entity. Under
purchase accounting, the assets and liabilities of an acquired company (enherent) as of the
effective time of the acquisition are recorded at their respective fair values and added to those
of the acquiring company (Dynax). Financial statements issued after the consummation of an
acquisition accounted for as a purchase would reflect such values and not be restated
retroactively to reflect the historical financial position or results of operations of the
acquired company. The historical financial statements of the surviving corporation are those of
the accounting acquirer (Dynax) and comparative statements of the surviving corporation are those
of the accounting acquirer (Dynax) rather than the legal acquirer (enherent).enherent has followed the guidance of 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 this Merger.The following unaudited condensed combined pro forma results of operations reflect the pro forma
combination of the Dynax and enherent businesses as if the combination had occurred at the
beginning of the periods
presented compared with the actual results of operations of Dynax for the same 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.
 5




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##### 



Three Months EndedMarch 31,Historical
    
    
    Pro forma2006
    
    
    2005Service revenue
    
    $
    6,616,000
    
    
    $
    6,817,000Equipment and software revenue
    
    
    435,000
    
    
    
    688,000Total revenues
    
    
    7,051,000
    
    
    
    7,505,000Net loss
    
    $
    (517,000
    )
    
    $
    (1,542,000
    ) (1)Basic and diluted loss per share
    
    $
    (0.01
    )
    
    $
    (0.03
    )
 
 (1)
    
    Includes non-recurring merger expenses of approximately $1,178,000.  4.
    
    Stock-Based Compensation:Prior to January 1, 2006, the Company accounted for stock options 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 March 31, 2006 being approximately $83,000 lower than if it had continued to
account for stock-based compensation under APB Opinion No. 25 and had minimal impact on basic
and diluted earnings per share as reported for the three months ended March 31, 2006.The following table illustrates the effect on net income and earnings per share for the first
quarter of 2005, 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 quarter ending March 31, 2005:
 2005Net loss available to common stockholders as reported
    
    $
    (587,603
    )Total stock option expense determined under fair value base method
    
    
    (8,000
    )Pro forma net loss
    
    $
    (595,603
    )Net loss per common share as reported:Basic and diluted
    
    $
    (0.03
    )Net loss per common share pro forma:Basic and diluted
    
    $
    (0.03
    )
 6




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##### 



2006
    
    2005Risk-free interest rate
    
    
    5.25
    %
    
    
    5.00
    %Dividend yield
    
    
    0
    %
    
    
    0
    %Volatility factors of the expected
market price for our common stock
    
    
    49.00
    %
    
    
    192.00
    %Weighted average expected life of options
    
    10 years
    
    10 years
  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.
 7




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##### 



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




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##### 



Critical Accounting Policies:
 Use of Estimates
   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:
 Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005
 Service Revenues
    10




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##### 



Equipment and Software Revenues:
     Operating Expenses:
  Interest Expense:
  Provision for Income Taxes:
  Net Loss
  Loss Per Share:
  11




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Liquidity and Capital Resources:
      12




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##### 



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
    
    
    7,727,297
    
    
    
    3,990,006
    
    
    
    2,945,461
    
    
    
    791,830
    
    
    
    Capital Lease Obligations
    
    
    53,919
    
    
    
    32,172
    
    
    
    21,747
    
    
    
    
    
    
    
    Operating Lease Obligations
    
    
    877,152
    
    
    
    437,584
    
    
    
    439,568
    
    
    
    
    
    
    
    Total
    
    
    8,568,368
    
    
    
    4,459,762
    
    
    
    3,406,776
    
    
    
    791,830
    
    
    
    
 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 .
 14




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##### 



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
    
    
    improving timing of quarterly closings to increase the time available between closing
and filing of the quarterly and annual reports for internal and external review of the
reports;
    
    formalizing the role of the Companys senior accounting
manager in the review process of
quarterly and annual reports and other SEC filings containing financial information; and
    
    specifying that the Company senior accounting manager's review should include comparison
of current Company filings with historical Company filings.
   15




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##### 



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 5. Other Information
 Termination of Material Definitive Agreements
  Roger DiPiano
   Lori Stanley
  16




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##### 



David Green
   
 Item 6. Exhibits.
  17




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##### 



SIGNATURES
  enherent Corp.DATE
    
    May 15, 2006
    
    BY:
    
    /s/ Pamela A. Fredette

Pamela A. FredetteChairman, Chief Executive Officer and PresidentDATE
    
    May 15, 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 dated April 1, 2005 between Lori Stanley
and the Company (Incorporated by reference to Exhibit 10.5 of
the Companys Current Report on Form 8-K filed on April 6,
2005).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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##### 



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
    
    2005 Stock Incentive Plan, adopted June 2, 2005, including
forms of Grant Agreements (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).
 E-2




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##### 



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 (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