**Exhibit 10.5**

 

**PROMISSORY NOTE**

 

| **$150,000.00** |   | **Connecticut** |   | **April 1, 2004** |
|-----------------|--------|-----------------|--------|-------------------|

 

**1.****                                      Promiseto Pay.**

 

A.                                   FORVALUE RECEIVED, enherent Corp., a Delaware corporation (“enherent”)unconditionally promises to pay to the order of Primesoft, LLC, place ofbusiness at 8603 Westwood Center Drive, Suite 200, Vienna, VA 22182, (the“Lender”), its successors or assigns (the Lender shall include the holder ofthis Promissory Note (the “Promissory Note”) at any particular time), theprincipal sum of One Hundred and Fifty Thousand Dollars ($150,000.00), at 4%interest on the unpaid principal balance thereof, payable as follows: (i) FiftyThousand Dollars ($50,000.00) on or before April 15, 2005; (ii) Fifty ThousandDollars ($50,000.00) on or before April 15, 2006; and (iii) Fifty ThousandDollars ($50,000.00) on or before April 15, 2007.  The due date of each payment represents the date when the paymentneeds to be received by Lender.

 

B.                                     The parties agreethat the monies paid under this Promissory Note represent the balance due forthe purchase by enherent of Series A Preferred Stock of enherent from Lender.

 

C.                                     enherent shallhave the right at any time to repay all or any part of the then remainingbalance of principal and then due interest.

 

D.                                    The principal andinterest represented by this Promissory Note shall be payable in immediatelyavailable funds in lawful money of the United States which shall be legaltender for public and private debts at the time of payment.

 

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E.                                      All paymentshereunder shall be payable to the order of Lender at it’s principal address inthe United States or to such person as shall be designated in writing from timeto time by Lender.

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**2.****                                      Default.**     This Promissory Note shall bein default (the “Default”) and the Lender shall have the right, in its soleoption, to accelerate the due date and declare the unpaid balance of thisPromissory Note to be immediately due and payable without presentment, noticeof dishonor, demand for payment, or protest, each of which is expressly waivedby enherent, in the event that any installment of principal of this PromissoryNote shall not have been made within 14 days of its due date.

** **

**3.****                                      Remedies.**

 

A.                                   The delay or failureof Lender to exercise its option to accelerate this Promissory Note as providedabove, or to exercise any other option or remedy granted to Lender hereunder,in any one or more instances, or the acceptance by Lender of partial paymentsor partial performance shall not constitute a waiver of any default by enherent,and all such options and remedies shall remain continuously in force.

 

B.                                     Acceleration ofmaturity, once claimed hereunder by Lender, may at Lender’s option be rescindedby written acknowledgment to that effect, but the tender and acceptance of partialpayment or partial performance alone shall not in any way affect or rescindsuch acceleration of maturity.

 

C.                                     All remediesgranted to Lender hereunder or by law shall be deemed cumulative, including butnot limited to Lender’s sole option to obtain or place a lien on

 

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enherent’s assets.  The lienamount shall consist of the outstanding loan amount, all interest due plus anyand all fees and expenses incurred by Lender.

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**4.****                                      Notice.**

 

A.                                   Any notice or legalprocess or summons to enherent, where provided for in this Promissory Noteshall be given by mailing such notice by certified mail, return receiptrequested, to enherent as its last known address, or at such other addressenherent may designate by written notice to Lender hereof.

 

B.                                     Any notice to theLender hereof shall be given by mailing such notice by certified mail, returnreceipt requested, to the Lender at its last known address, or at such otheraddress as may have been designated by written notice to enherent.

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**5.****                                      Miscellaneous.**

 

A.                                   enherent herebyrepresents and warrants that the indebtedness evidenced by this Promissory Noteis being obtained for business purposes.

 

B.                                     This PromissoryNote shall be binding upon enherent, and its successors and assigns and shallinure to the benefit of Lender and its successors and assigns.

 

C.                                     Any modificationsto this Promissory Note shall be in writing and signed by Lender and enherent.

 

D.                                    This PromissoryNote is executed and delivered in and shall be governed by and construed inaccordance with the laws of Connecticut.

 

E.                                      In the event thatany particular provision contained herein is determined to be invalid, whetherin whole or in part, the remaining provisions hereof otherwise not invalid andany partially valid provisions to the extent valid or enforceable shallcontinue in full force and effect.

 

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**IN TESTIMONY WHEREOF,**the undersigned, with full power and authority to do so, have caused thisPromissory Note to be executed and delivered on the day and year first abovewritten.

 

Attested:

 

 
| /S/    |                         | /S/    |            |
|--------|------------------------------|--------|-----------------|
| Name:  | Douglas A.  Catalano         | Name:  | Mahita  Caddell |
| Title: | Chairman,  CEO and President | Title: | Director        |
|        |                              |        |                 |  |  |

 

 

SUBSCRIBED and sworn to beforeme this 1st day of April 2004, by Douglas A. Catalano of enherent Corp.

 

 
|                    | /S/                                    |   |
|-------------------------|----------------------------------------|--------|
|                    | Notary  Public in and for the State of |
|                    | County of                              |
|                    |                                   |
|                    |                                   |
|                    |                                   |   |
|                    | Printed  Notary Name                   |
| My  commission expires: |                                   |
|                    |                                   |
|                    |                                   |   |
|                         |                                        |        |  |

 

 

SUBSCRIBED and sworn to beforeme this 1st day of April 2004, by Mahita Caddell of Primesoft, LLC.

 
|                    | /S/                                    |   |
|-------------------------|----------------------------------------|--------|
|                    | Notary  Public in and for the State of |
|                    | County of                              |
|                    |                                   |
|                    |                                   |
|                    |                                   |   |
|                    | Printed  Notary Name                   |
| My  commission expires: |                                   |
|                    |                                   |
|                    |                                   |   |
|                         |                                        |        |  |

 

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