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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





[Mark One]

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2009

OR



| ̈ | 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.

(Exact name of Registrant as Specified in Its Charter)







|                                               |  |                                     
|---------------------------------------------- |  | ------------------------------------
|Delaware                                       |  | No. 13-3914972                      
|(State or Other Jurisdiction of Incorporation) |  | (I.R.S. Employer Identification No.)

100 Wood Avenue South, Suite 116

Iselin, NJ 08830

(Address of Principal Executive Offices)

(732) 321-1004

(Registrants Telephone Number, Including Area Code)





Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO   ̈

Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES   ̈    NO   ̈

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of accelerated filer, large accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                         |  |   |  |                           |  |  
|------------------------ |  | - |  | ------------------------- |  | -
|Larger Accelerated Filer |  |  ̈ |  | Accelerated Filer         |  |  ̈
|                         |  |   | 
|Non-Accelerated Filer    |  |  ̈ |  | Smaller Reporting Company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    YES   ̈    NO  x

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date:



|                              |  |                                          
|----------------------------- |  | -----------------------------------------
|Class                         |  | Shares outstanding as of November 4, 2009
|Common stock, par value $.001 |  | 52,375,653                               









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##### Table of Contents

enherent Corp. and Subsidiaries

INDEX



|                                                                                                                           |  |     
|-------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                           |  | Page
|PART I. FINANCIAL INFORMATION                                                                                              |  |     
|Item 1. Financial Statements.                                                                                              |  |     
|Condensed Consolidated Balance Sheets as of September 30, 2009 (Unaudited) and December 
31, 2008                          |  | 1   
|Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30,
 2009 and 2008 |  | 2   
|Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 
30, 2009 and 2008           |  | 3   
|Notes to Unaudited Condensed Consolidated Financial Statements                                                             |  | 4   
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations.                             |  | 8   
|Item 3. Quantitative and Qualitative Disclosures about Market Risk.                                                        |  | 14  
|Item 4. Controls and Procedures.                                                                                           |  | 14  
|PART II. OTHER INFORMATION                                                                                                 |  |     
|Item 1. Legal Proceedings.                                                                                                 |  | 15  
|Item 1A. Risk Factors.                                                                                                     |  | 15  
|                                                                                                                           | 
|Item 6. Exhibits.                                                                                                          |  | 15  
|Signatures                                                                                                                 |  | S-1 
|Exhibit Index                                                                                                              |  | E-1 



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PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements.
|------- | ---------------------

ENHERENT CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                 |  |                              |             |   |                  |   |             |  
|------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------- | ----------- | - | ---------------- | - | ----------- | -
|                                                                                                                                                 |  | September 30,2009(Unaudited) |             |   | December 31,2008 |  
|                                                                                                                                                 |  |                             
|ASSETS                                                                                                                                           |  |                              |             |   |                  |   |             |  
|Current assets:                                                                                                                                  |  |                              |             |   |                  |   |             |  
|Cash and cash equivalents                                                                                                                        |  | $                            | 145,401     |   |                  | $ | 1,100,224   |  
|Accounts receivable, net                                                                                                                         |  |                              | 1,862,472   |   |                  |   | 3,098,862   |  
|Prepaid expenses and other current assets                                                                                                        |  |                              | 159,275     |   |                  |   | 139,563     |  
|                                                                                                                                                 |  |                              |             |   |                  |   |             |  
|Total current assets                                                                                                                             |  |                              | 2,167,148   |   |                  |   | 4,338,649   |  
|Furniture, equipment and improvements, net                                                                                                       |  |                              | 103,704     |   |                  |   | 163,926     |  
|Goodwill                                                                                                                                         |  |                              | 3,619,278   |   |                  |   | 3,619,278   |  
|Other intangibles, net                                                                                                                           |  |                              | 50,000      |   |                  |   | 125,000     |  
|Deferred financing costs, net                                                                                                                    |  |                              | 89,365      |   |                  |   | 146,678     |  
|Other assets                                                                                                                                     |  |                              | 45,283      |   |                  |   | 40,370      |  
|                                                                                                                                                 |  |                              |             |   |                  |   |             |  
|TOTAL                                                                                                                                            |  | $                            | 6,074,778   |   |                  | $ | 8,433,901   |  
|                                                                                                                                                 |  |                              |             |   |                  |   |             |  
|                                                                                                                                                 |  |                             
|LIABILITIES                                                                                                                                      |  |                              |             |   |                  |   |             |  
|Current liabilities:                                                                                                                             |  |                              |             |   |                  |   |             |  
|Revolving credit facility                                                                                                                        |  | $                            | 1,542,914   |   |                  | $ | 2,006,070   |  
|Current portion of long-term debt                                                                                                                |  |                              | 1,363,946   |   |                  |   | 1,013,317   |  
|Accounts payable and accrued expenses                                                                                                            |  |                              | 2,073,625   |   |                  |   | 3,259,926   |  
|Deferred revenue                                                                                                                                 |  |                              | 469,270     |   |                  |   | 169,715     |  
|Accrued compensation and benefits                                                                                                                |  |                              | 318,564     |   |                  |   | 570,113     |  
|                                                                                                                                                 |  |                              |             |   |                  |   |             |  
|Total current liabilities                                                                                                                        |  |                              | 5,768,319   |   |                  |   | 7,019,141   |  
|Long-term liabilities:                                                                                                                           |  |                              |             |   |                  |   |             |  
|Long-term debt, net of current portion above                                                                                                     |  |                              | 1,166,686   |   |                  |   | 1,957,605   |  
|                                                                                                                                                 |  |                              |             |   |                  |   |             |  
|Total liabilities                                                                                                                                |  |                              | 6,935,005   |   |                  |   | 8,976,746   |  
|                                                                                                                                                 |  |                              |             |   |                  |   |             |  
|                                                                                                                                                 |  |                             
|STOCKHOLDERS (DEFICIENCY)                                                                                                                       |  |                              |             |   |                  |   |             |  
|Preferred stock, $.001 par value; authorized10,000,000 shares, issuednone                                                                      |  |                              |            |   |                  |   |            |  
|Common stock, $.001 par value, authorized101,000,000 shares, issued and outstanding  52,375,653 as of
September 30, 2009 and December 31, 2008 |  |                              | 52,376      |   |                  |   | 52,376      |  
|Additional paid-in capital                                                                                                                       |  |                              | 27,810,674  |   |                  |   | 27,747,974  |  
|Accumulated deficit                                                                                                                              |  |                              | (28,723,277 | ) |                  |   | (28,343,195 | )
|                                                                                                                                                 |  |                              |             |   |                  |   |             |  
|Total stockholders (deficiency)                                                                                                                 |  |                              | (860,227    | ) |                  |   | (542,845    | )
|                                                                                                                                                 |  |                              |             |   |                  |   |             |  
|TOTAL                                                                                                                                            |  | $                            | 6,074,778   |   |                  | $ | 8,433,901   |  
|                                                                                                                                                 |  |                              |             |   |                  |   |             |  

The accompanying notes are part of these unaudited condensed consolidated financial
statements.



1



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ENHERENT CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                                                       |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|---------------------------------------------------------------------- |  | ------------------------------- | ---------- | - | ------------------------------ | - | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                                       |  | Three Months EndedSeptember 30, |            |   | Nine Months EndedSeptember 30, |  
|                                                                       |  | 2009                            |            |   | 2008                           |   |            | 2009 |  |   | 2008       |  
|Revenues:                                                              |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Service revenue                                                        |  | $                               | 2,210,179  |   |                                | $ | 5,406,778  |      |  | $ | 7,996,783  |   |  | $ | 18,156,034 |  
|Equipment and software revenue                                         |  |                                 | 135,035    |   |                                |   | 2,204,099  |      |  |   | 549,357    |   |  |   | 3,696,572  |  
|                                                                       |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Total revenue                                                          |  |                                 | 2,345,214  |   |                                |   | 7,610,877  |      |  |   | 8,546,140  |   |  |   | 21,852,606 |  
|                                                                       |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Cost of revenues:                                                      |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Cost of services                                                       |  |                                 | 1,594,677  |   |                                |   | 4,151,105  |      |  |   | 5,863,408  |   |  |   | 13,902,178 |  
|Cost of equipment and software                                         |  |                                 | 115,622    |   |                                |   | 1,807,518  |      |  |   | 446,034    |   |  |   | 3,075,288  |  
|                                                                       |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Cost of revenues                                                       |  |                                 | 1,710,299  |   |                                |   | 5,958,623  |      |  |   | 6,309,442  |   |  |   | 16,977,466 |  
|                                                                       |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Gross profit                                                           |  |                                 | 634,915    |   |                                |   | 1,652,254  |      |  |   | 2,236,698  |   |  |   | 4,875,140  |  
|                                                                       |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Operating expenses:                                                    |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Selling, general and administrative                                    |  |                                 | 560,619    |   |                                |   | 1,367,539  |      |  |   | 2,065,781  |   |  |   | 4,028,752  |  
|Depreciation and amortization expense                                  |  |                                 | 59,586     |   |                                |   | 86,804     |      |  |   | 213,572    |   |  |   | 258,388    |  
|                                                                       |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Total operating expenses                                               |  |                                 | 620,205    |   |                                |   | 1,454,343  |      |  |   | 2,279,353  |   |  |   | 4,287,140  |  
|                                                                       |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Operating income (loss)                                                |  |                                 | 14,710     |   |                                |   | 197,911    |      |  |   | (42,655    | ) |  |   | 588,000    |  
|Interest expense                                                       |  |                                 | (120,859   | ) |                                |   | (146,709   | )    |  |   | (339,978   | ) |  |   | (426,934   | )
|                                                                       |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Income (loss) before income taxes                                      |  |                                 | (106,149   | ) |                                |   | 51,202     |      |  |   | (382,633   | ) |  |   | 161,066    |  
|Provision for income taxes                                             |  |                                 | 8,551      |   |                                |   | (4,417     | )    |  |   | 2,551      |   |  |   | (2,347     | )
|                                                                       |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|NET INCOME (LOSS)                                                      |  | $                               | (97,598    | ) |                                | $ | 46,785     |      |  | $ | (380,082   | ) |  | $ | 158,719    |  
|                                                                       |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Basic net income (loss) per share                                      |  | $                               | (0.01      | ) |                                | $ | 0.00       |      |  | $ | (0.01      | ) |  | $ | 0.00       |  
|                                                                       |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Number of shares used in computing basic net income (loss) per share   |  |                                 | 52,375,653 |   |                                |   | 52,375,653 |      |  |   | 52,375,653 |   |  |   | 52,375,653 |  
|                                                                       |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Diluted net income (loss) per share                                    |  | $                               | (0.01      | ) |                                | $ | 0.00       |      |  | $ | (0.01      | ) |  | $ | 0.00       |  
|                                                                       |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Number of shares used in computing diluted net income (loss) per share |  |                                 | 52,375,653 |   |                                |   | 52,909,092 |      |  |   | 52,375,653 |   |  |   | 53,059,959 |  

The accompanying notes are part of these unaudited condensed consolidated financial
statements.



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ENHERENT CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                                   |  |                                |            |   |      |   |            |  
|-------------------------------------------------------------------------------------------------- |  | ------------------------------ | ---------- | - | ---- | - | ---------- | -
|                                                                                                   |  | Nine Months EndedSeptember 30, |           
|                                                                                                   |  | 2009                           |            |   | 2008 |  
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                                          |  |                                |            |   |      |   |            |  
|Cash flows from operating activities:                                                              |  |                                |            |   |      |   |            |  
|Net income (loss)                                                                                  |  | $                              | (380,082   | ) |      | $ | 158,719    |  
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |  |                                |            |   |      |   |            |  
|Bad debt (recovery) expense                                                                        |  |                                | (50,000    | ) |      |   | 50,000     |  
|Depreciation and amortization                                                                      |  |                                | 213,568    |   |      |   | 258,388    |  
|Stock-based compensation                                                                           |  |                                | 62,700     |   |      |   | 115,000    |  
|Deferred revenue                                                                                   |  |                                | 299,555    |   |      |   | 22,388     |  
|Changes in assets and liabilities:                                                                 |  |                                |            |   |      |   |            |  
|Accounts receivable                                                                                |  |                                | 1,286,390  |   |      |   | (1,911,276 | )
|Prepaid expenses and other current assets                                                          |  |                                | (24,625    | ) |      |   | (76,729    | )
|Accounts payable, accrued expense and accrued compensation and benefits                            |  |                                | (1,437,857 | ) |      |   | 1,622,869  |  
|                                                                                                   |  |                                |            |   |      |   |            |  
|Net cash (used in) provided by operating activities                                                |  |                                | (30,351    | ) |      |   | 239,359    |  
|                                                                                                   |  |                                |            |   |      |   |            |  
|Cash flows from investing activities:                                                              |  |                                |            |   |      |   |            |  
|Purchase of furniture, fixtures, equipment and improvements                                        |  |                                | (21,033    | ) |      |   | (54,582    | )
|                                                                                                   |  |                                |            |   |      |   |            |  
|Net cash used in investing activities                                                              |  |                                | (21,033    | ) |      |   | (54,582    | )
|                                                                                                   |  |                                |            |   |      |   |            |  
|Cash flows from financing activities:                                                              |  |                                |            |   |      |   |            |  
|Net (payment) proceeds under revolving loan                                                        |  |                                | (463,156   | ) |      |   | 348,689    |  
|Principal payments on notes payable and capital lease obligations                                  |  |                                | (440,283   | ) |      |   | (576,750   | )
|                                                                                                   |  |                                |            |   |      |   |            |  
|Net cash (used in) financing activities                                                            |  |                                | (903,439   | ) |      |   | (228,061   | )
|                                                                                                   |  |                                |            |   |      |   |            |  
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                                          |  |                                | (954,823   | ) |      |   | (43,284    | )
|Cash and cash equivalents  January 1,                                                             |  |                                | 1,100,224  |   |      |   | 1,121,694  |  
|                                                                                                   |  |                                |            |   |      |   |            |  
|CASH AND CASH EQUIVALENTS  September 30,                                                          |  | $                              | 145,401    |   |      | $ | 1,078,410  |  
|                                                                                                   |  |                                |            |   |      |   |            |  
|Supplemental disclosure of cash flow information:                                                  |  |                                |            |   |      |   |            |  
|Cash paid during the period for:                                                                   |  |                                |            |   |      |   |            |  
|Interest                                                                                           |  | $                              | 232,710    |   |      | $ | 329,401    |  
|                                                                                                   |  |                                |            |   |      |   |            |  
|Income taxes                                                                                       |  | $                              | 8,665      |   |      | $ | 11,091     |  
|                                                                                                   |  |                                |            |   |      |   |            |  
|Noncash investing and financing transactions:                                                      |  |                                |            |   |      |   |            |  
|Equipment acquired under capital leases                                                            |  | $                              |           |   |      | $ | 22,274     |  
|                                                                                                   |  |                                |            |   |      |   |            |  

The accompanying notes are part of these unaudited condensed consolidated financial
statements.



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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 of enherent Corp. (the Company) 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 nine-month period ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009. The unaudited
condensed consolidated financial statements should be read in conjunction with the consolidated December 31, 2008 financial statements and footnotes thereto included in the Companys Annual Report on Form 10-K.



|2. | Summary of Significant Accounting Policies:
|-- | -------------------------------------------

With the exception of those discussed below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the three and nine months ended September 30, 2009, as
compared to the recent accounting pronouncements described in the Companys Annual Report on Form 10-K for the year ended December 31, 2008, that are of significance or potential significance to the Company.

On July 1, 2009, the Financial Accounting Standards Board (FASB) launched the FASB Accounting Standards Codification
(ASC). The ASC is the single source of nongovernmental authoritative U.S. GAAP and was effective for interim and annual periods ending after September 15, 2009. The Codification is a reorganization of current U.S. GAAP into a
topical format that eliminates the previous GAAP hierarchy. References to accounting standards in this Form 10-Q now refer to the relevant ASC topic.

In September 2009, the FASB issued Update No. 2009-13, Multiple-Deliverable Revenue Arrangementsa consensus of the FASB Emerging Issues Task Force (ASU 2009-13). It updates the
existing multiple-element revenue arrangements guidance currently included under ASC 605-25, which originated primarily from the guidance in EITF Issue No. 00-21, Revenue Arrangements with Multiple Deliverables (EITF 00-21). The revised
guidance primarily provides two significant changes: 1) eliminates the need for objective and reliable evidence of the fair value for the undelivered element in order for a delivered item to be treated as a separate unit of accounting, and 2)
eliminates the residual method to allocate the arrangement consideration. In addition, the guidance also expands the disclosure requirements for revenue recognition. ASU 2009-13 will be effective for the first annual reporting period beginning on or
after June 15, 2010, with early adoption permitted provided that the revised guidance is retroactively applied to the beginning of the year of adoption. The Company is currently assessing the future impact of this new accounting update to its
consolidated financial statements.



|3. | Income Per Share:
|-- | -----------------

Basic
net income per share is based on the average number of shares outstanding during the period, while fully-diluted net income per share is based on the weighted average number of shares of common stock and potentially dilutive securities assumed to be
outstanding during the period using the treasury stock method. Potentially dilutive securities consist of options to purchase common stock.

The following table sets forth the computation of basic and diluted income per share:



|                                       |  |                                 |            |                                |      |   |            |  |   |            |   |  |   |           
|-------------------------------------- |  | ------------------------------- | ---------- | ------------------------------ | ---- | - | ---------- |  | - | ---------- | - |  | - | ----------
|                                       |  | Three months endedSeptember 30, |            | Nine months endedSeptember 30,
|                                       |  | 2009                            |            |                                | 2008 |   | 2009       |  |   | 2008      
|Numerator:                             |  |                                 |            |                                |      |   |            |  |   |            |   |  |   |           
|Net income (loss)                      |  | $                               | (97,598    | )                              |      | $ | 46,785     |  | $ | (380,082   | ) |  | $ | 158,719   
|                                       |  |                                 |            |                                |      |   |            |  |   |            |   |  |   |           
|Denominator:                           |  |                                 |            |                                |      |   |            |  |   |            |   |  |   |           
|Weighted average of shares outstanding |  |                                 |            |                                |      |   |            |  |   |            |   |  |   |           
|Basic                                  |  |                                 | 52,375,653 |                                |      |   | 52,375,653 |  |   | 52,375,653 |   |  |   | 52,375,653
|Diluted                                |  |                                 | 52,375,653 |                                |      |   | 52,909,092 |  |   | 52,375,653 |   |  |   | 53,059,959
|Basic income (loss) per share          |  | $                               | (0.01      | )                              |      | $ | 0.00       |  | $ | (0.01      | ) |  | $ | 0.00      



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|                                |  |                                 |       |                                |      |   |      |  |   |       |   |  |   |     
|------------------------------- |  | ------------------------------- | ----- | ------------------------------ | ---- | - | ---- |  | - | ----- | - |  | - | ----
|                                |  | Three months endedSeptember 30, |       | Nine months endedSeptember 30,
|                                |  | 2009                            |       |                                | 2008 |   | 2009 |  |   | 2008 
|Diluted income (loss) per share |  | $                               | (0.01 | )                              |      | $ | 0.00 |  | $ | (0.01 | ) |  | $ | 0.00

Dilution is caused by issued and outstanding options. For the 2009 period in which
the Company incurred a net loss, the computation for net loss per share excludes the effect of stock options as they were antidilutive.



|4. | Stock-Based Compensation:
|-- | -------------------------

The Company accounts for stock-based compensation under the provisions of ASC 718-10 and ASC 505-50 Stock Compensation and Equity Based Payments to Non-Employees. This statement requires the Company to measure the cost of
employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period in which the employee is required to provide service in exchange for the award, which
is usually the vesting period.

In determining the estimated fair value of its stock options, the Company used the
Black-Scholes option pricing model with the following assumptions:



|                                                                     |  |                                |   |  |          |  
|-------------------------------------------------------------------- |  | ------------------------------ | - |  | -------- | -
|                                                                     |  | Nine Months endedSeptember 30, |  
|                                                                     |  | 2009                           |   |  | 2008     |  
|Risk-free interest rate                                              |  | 3.45                           | % |  | 4.68     | %
|Dividend yield                                                       |  | 0                              | % |  | 0        | %
|Volatility factors of the expected market price for our common stock |  | 246                            | % |  | 102-112  | %
|Weighted average expected life of options                            |  | 10 years                       |   |  | 10 years |  

The Black-Scholes option pricing model was developed for use in estimating the fair
value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility.

Because the Companys employee stock options have characteristics significantly different from those of traded options and because
changes in the subjective input assumptions can materially affect the fair value estimate, in the Companys opinion, the existing models do not necessarily provide a reliable single measure of the fair value of the Companys employee stock
options.



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|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.



|6. | Notes Payable:
|-- | --------------

On
February 3, 2009, the Company and Ableco Finance LLC (Ableco), as lender and agent, entered into a Fifth Amendment to Amended and Restated Financing Agreement (the Fifth Amendment) that further amended the Amended and
Restated Financing Agreement dated as of April 1, 2005 by and between the Company and Ableco (the Amended Credit Agreement). The Fifth Amendment: (a) extended the revolving loan maturity date under the Amended Credit Agreement
from April 1, 2009 to April 1, 2010, (b) amended the amortization of Term Loan B set forth in Section 2.03 of the Amended Credit Agreement, the aggregate amount outstanding of which was $1,062,500, to provide that the first
installment of $212,500 became due upon the effective date of the Fifth Amendment, twelve consecutive monthly installments of $47,000 became payable commencing on April 1, 2009, and the last installment of $286,000 will be due on April 1,
2010, and (c) modified financial covenants set forth in Section 6.03 of the Amended Credit Agreement relating to the Fixed Charge Coverage Ratio and Consolidated EBITDA.

On April 8, 2009, the Company and Ableco, as lender and agent, entered into a Sixth Amendment to Amended and Restated Financing
Agreement (the Sixth Amendment) that further amended the Amended Credit Agreement. The Sixth Amendment modified financial covenants set forth in Section 6.03 of the Amended Credit Agreement relating to the Fixed Charge Coverage
Ratio and Consolidated EBITDA. In addition, the Sixth Amendment modified the interest rates applicable to the Revolving Loan and Term Loan B set forth in Section 2.03 of the Amended Credit Agreement as follows: (i) the interest rate on
Term Loan B increased from a rate of 3% per annum to a rate equal to 0.25% over the Reference Rate per annum; and (ii) the interest rate on the Revolving Loan increased from a rate equal to 3% over the Reference Rate per annum to a rate
equal to 4% over the Reference Rate per annum. For purposes of the Amended Credit Agreement, the Reference Rate is equal to the greater of (a) the prime rate, or (b) 7.75% per annum. Finally, the Sixth Amendment gives the Company the
option, subject to certain conditions specified in the Sixth Amendment, to elect to have the interest rate on all or a portion of Term Loan B be based on LIBOR rather than the Reference Rate (the LIBOR Option). At any time that the
Company elects the LIBOR Option with respect to all or a portion of Term Loan B, the interest rate on the portion of Term Loan B covered by the Companys election of the LIBOR Option for each interest period will be equal to the LIBOR Rate per
annum for that interest period plus 4%. The LIBOR Rate will be based on the London Interbank Offered Rate, adjusted as provided in Section 1.2(a) of the Amendment, but will not be less than 4%.

On July 2, 2009, the Company and Ableco, as lender and agent, entered into a Waiver, Consent and Seventh Amendment to Amended and
Restated Financing Agreement (the Seventh Amendment) that further amends the Amended Credit Agreement. The Seventh Amendment: (a) reduced the revolving credit facility from $4.5 million to $2.5 million; (b) modified the Term
Loan B set forth in Section 2.03 of the Amended Credit Agreement, the aggregate amount outstanding of which was $662,000, to provide for the repayment of such amount in consecutive monthly installments on the first day of each month, commencing
on August 1, 2009 until the Term Loan B Maturity Date, with each such monthly installment in an aggregate amount equal to (i) in the case of August, September and October of 2009, $10,000, (ii) for each subsequent monthly payment
through March 1, 2010, $47,000 and (iii) a final installment equal to the remaining balance on April 1, 2010; and (c) provides a waiver to the Company for not meeting the Consolidated EBITDA and Fixed Charge Coverage Ratio
covenants in the Amended Credit Agreement for the period ended June 30, 2009.

On October 2, 2009, the Company and
Ableco, as lender and agent, entered into a Waiver, Consent and Eighth Amendment to Amended and Restated Financing Agreement (the Eighth Amendment) that further amends the Amended Credit. The Eighth Amendment (a) modifies the Term
Loan B provided for in Section 2.03 (a) of the Amended Credit Agreement, the aggregate amount of which outstanding on the date of the Eighth Amendment was $642,000, to provide for the repayment of such amount in consecutive monthly
installments on the first day of each month, commencing on October 6, 2009 until the Term Loan B Maturity Date, with each such monthly installment in an aggregate amount equal to (i) in the case of October, $20,178, (ii) for November
and December of 2009, $10,000 and (iii) for each month thereafter, $47,000; (b) increases the interest rates applicable to the Revolving Loan and Term Loan B set forth in Section 2.04 of the Amended Credit Agreement as follows:
(i) the interest rate on Term Loan B is increased from a rate equal to 0.25% over the Reference Rate to 0.75% over the Reference Rate per annum (and from 4.0% over LIBOR to 4.5% over LIBOR, if the Company elects a LIBOR-based rate); and
(ii) the interest rate on the Revolving Loan is increased from a rate equal to 4.00% over the Reference Rate per annum to a rate equal to 4.50% over the Reference Rate per annum; and (c) provides a waiver to the Company for not meeting the
Consolidated EBITDA and Fixed Charge Coverage Ratio covenants in the Amended Credit Agreement for the period ending September 30, 2009.



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|7. | Income Taxes:
|-- | -------------

The
Company has federal and state net operating loss carry forwards that begin to expire in 2019. As a result of the Companys merger with Dynax on April 1, 2005, the amount of prior years net operating loss carry forwards available to
be utilized in reduction of future taxable income is approximately $660,000 annually pursuant to the change in control provisions of Section 382 of the Internal Revenue Code, plus any losses incurred after the merger. Accordingly, the remaining
federal net operating loss carry forward available to the Company at September 30, 2009 was approximately $14.5 million. Due to the uncertainty of its ability to utilize the deferred tax assets relating to the loss carry forwards and other
temporary differences between tax and financial reporting purposes, the Company has recorded a valuation allowance equal to the related deferred tax assets.

Income tax benefit for the nine months ended September 30, 2009 was comprised of current period state taxes which are not based on
earnings, less any adjustment related to prior period accrued state taxes. The income tax provision for the nine months ended September 30, 2008 is stated net of the benefit of prior years state tax refunds of approximately $10,000 not
previously recorded, less state income taxes for the current year which are not based on earnings. For the nine months ended September 30, 2008, no other income taxes were recorded on the earnings as a result of the utilization of the carry
forwards. All or a portion of the remaining valuation allowance may be reduced in future periods based on an assessment of earnings sufficient to fully utilize these potential tax benefits.



|8. | Subsequent Events Evaluation:
|-- | -----------------------------

Management has reviewed and evaluated material subsequent events from the balance sheet date of September 30, 2009 through the financial statements issue date of November 9, 2009. All appropriate subsequent event disclosures, if
any, have been made in notes to our Unaudited Condensed Consolidated Financial Statements.



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------

The following discussion provides information that management believes is relevant to an assessment and an understanding of the operations
and financial condition of enherent Corp. (the Company). This discussion should be read in conjunction with the Companys audited consolidated financial statements and notes thereto included in the Companys Annual Report on
Form 10-K for the year ended December 31, 2008.

Overview

enherent is an information technology services firm with a primary focus of providing clients with: (a) consultative resources including
technology staffing; and (b) teams of technical consultants trained in the delivery of solutions related to systems integration, network and security, advanced analytics, enterprise content management, infrastructure solutions and application
services. Our consultative resource services allow clients to use enherent consultants to address strategic technology resource demands. Our solutions services offerings combine project management, technical and industry expertise, and as required,
software product licenses and computer equipment to deliver business value. enherents core competencies are project management, business requirements definition, technical application, data architecture, system design, application code
development, test strategy, planning, execution and deployment.

enherent is an IBM premier business partner. enherent
leverages the IBM partnership to train and certify sales personnel in the IBM solutions selling process and the functions, features and benefits of IBM products. enherent leverages IBMs technical training to train and certify its consultants
in the IBM products that we use to support our application and system integration solutions. enherent purchases equipment products for resale from Arrow Electronics, an IBM value added distributor. IBM offers several incentive programs to its
partners including purchase discounts, vendor incentive programs and sales rebates. Incentive programs are at the discretion of IBM and usually require achievement of a specific sales volume or growth rate within a specified time period to qualify
for all, or some, of the incentive programs.

For the first nine months of 2009, the Company continued to be adversely
affected by the broad economic downturn that began in 2008. The Company believes that customer concerns about the economy have resulted in a change in customer buying patterns, which in turn have had a significant adverse effect on the
Companys revenues and results of operations.

Management expects that global economic conditions will continue to
present a challenging operating environment for at least the rest of the year. To the extent permitted by working capital resources, management intends to continue making targeted investments in strategic operating and growth initiatives. Working
capital management will continue to be a high priority for the remainder of 2009. Given the uncertainty in world economies and the possibility of continued weakness in markets served, management has contingency plans to appropriately respond to
conditions as they develop, but there can be no assurance that those contingency plans will be successful.

The Company
believes that it will be able to meet its working capital needs through December 31, 2009. However, if during that period or thereafter, it is not successful in generating new business and/or sufficient capital resources, on terms acceptable to
it, this could have a material adverse effect on the Companys business, results of operations, liquidity and financial condition.

enherents principal offices are located at 100 Wood Avenue South, Suite 116, Iselin, New Jersey 08830 and its client base is concentrated in Connecticut, New York and New Jersey.

Critical Accounting Policies

Use of Estimates

As described in Note 1 thereto, the unaudited condensed consolidated financial
statements presented elsewhere in this document have been prepared in conformity with generally accepted accounting principles for interim financial information and with instructions to Form 10-Q and Item 10-01 of Regulation S-X. The
preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates.

In preparing the Companys condensed consolidated financial statements in conformity with accounting principles generally accepted in
the United States, the Company uses certain estimates and assumptions that affect the reported amounts and related disclosures. The Company considers the following accounting policies as those most important to the portrayal of its financial
condition and those that require the most subjective judgment. Although the Company believes that its estimates and assumptions are reasonable, actual results may differ, and such differences could be significant to its financial results.

Revenue Recognition

The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement, the product
has been shipped or the services have been provided to the customer, the sales price is fixed or determinable and collectibility is reasonably assured. The Company reduces revenue for estimated customer discounts. In addition to the aforementioned
general policy, the following are the specific revenue recognition policies for each major category of revenue:

Consulting
Services: The terms of service contracts generally are for periods of less than one year. Revenue from time and material service contracts is recognized as the services are provided. Revenue from services requiring the delivery of unique
products and/or services is recognized based on the completion of milestones. Provisions for losses are recognized during the period in which the loss first becomes apparent. Revenue from service maintenance is recognized over the contractual period
or as the service is performed. In some of the Companys services contracts, the Company bills the customer prior to performing the service. This situation gives rise to deferred income. In other services contracts, the Company performs
services prior to billing the customer. This situation gives rise to unbilled accounts receivable, which are included in accounts receivable in the consolidated balance sheet. In these circumstances, billing usually occurs shortly after the Company
performs the services.

Software: Revenue from the sale of one-time charge licensed software is recognized at the inception of
the license term.

Equipment: Revenue from the sale of equipment is recognized when the product is shipped to the customer and
there are no unfulfilled Company obligations that affect the customers final acceptance of the equipment.



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Accounts Receivable  Allowance for Doubtful Accounts

The Companys accounts receivable balance is reported net of allowances for amounts not expected to be collected from clients. The
Company regularly evaluates the collectibility of amounts owed to it based on the ability of the debtor to make payment. In the event the Companys evaluation indicates that a customer will be unable to satisfy its obligation, the Company will
record a reserve to reflect this anticipated loss. The Company periodically reviews the requirements, and adequacy of the reserve, for doubtful accounts.

Fixed Assets

Fixed assets are stated at cost, and depreciation of
furniture and equipment, computer equipment and software is calculated on the straight-line method over the estimated useful lives of the assets ranging from three to seven years. Leasehold improvements are amortized using the straight-line method
over the shorter of the lease term or estimated useful life of the asset. The Company evaluates long-lived assets for impairment and records charges in operating results when events and circumstances indicate that assets may be impaired. The
impairment charge is determined based upon the amount by which the net book value of the asset exceeds its estimated fair market value or undiscounted cash flow. No impairment charges have been recognized in any of the periods presented herein.

Goodwill and Other Intangible Assets

In June 2001, FASB ASC 350-10 Goodwill and Other Intangible Assets was issued. Under FASB ASC 350-10, goodwill is no longer amortized after December 31, 2001, however, goodwill must be
evaluated for impairment at least annually and any losses due to impairment are recognized in earnings. FASB ASC 350-10 became effective for the Company on January 1, 2002. The Companys goodwill and other intangibles were evaluated for
impairment as of March 31, 2009. The Company determined that these assets had not been impaired and no losses should be recognized based on this evaluation.

In August 2001, FASB ASC 350-30 General Intangibles Other Than Goodwill was issued. Under FASB ASC 350-30 , the Company is required to test long-lived assets other than goodwill for impairment
whenever events or changes in circumstances indicate that their carrying value may not be recoverable.

Stock Based Compensation

The Company accounts for stock-based compensation under the provisions of FASB ASC 718-10 and FASB ASC 505-50
Stock Compensation and Equity Based Payments to Non-Employees. These statements require the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of
the award. That cost is recognized over the period in which the employee is required to provide service in exchange for the award, which is usually the vesting period.

In determining the estimated fair value of its stock options as of the date of grant, the Company uses the Black-Scholes option pricing model. The Black-Scholes option pricing model was developed for use
in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility.
Because the Companys employee stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in the Companys
opinion, the existing models do not necessarily provide a reliable single measure of the fair value of the Companys employee stock options.

Deferred Income Taxes

The Company has federal and state net operating loss carry forwards that begin to
expire in 2019. As a result of the Companys merger with Dynax on April 1, 2005, the amount of prior years net operating loss carry forwards available to be utilized in reduction of future taxable income is approximately $660,000
annually pursuant to the change in control provisions of Section 382 of the Internal Revenue Code, plus any losses incurred after the merger. Accordingly, the remaining federal net operating loss carry forward available to the Company at
September 30, 2009 was approximately $14.5 million. Due to the uncertainty of its ability to utilize the deferred tax assets relating to the loss carry forwards and other temporary differences between tax and financial reporting purposes, the
Company has recorded a valuation allowance equal to the related deferred tax assets. If the Company generates U.S. taxable income in future periods, reversal of this valuation allowance could have a significant positive impact on net income. As a
result of the existence of the valuation allowance, no tax provision was required for the three month and nine months ended September 30, 2009 and 2008, except for certain state and local taxes which are not based on current earnings.



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Results of Operations:

Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008

Service Revenues:

Service revenues decreased 55.9 % to $8.0 million
for the nine months ended September 30, 2009 from $18.2 million for the nine months ended September 30, 2008. The decrease was attributable primarily to fewer billable consultants deployed at customer accounts due to changes in client
buying patterns and concerns about a weakening economy.

Gross profit from service revenues decreased 49.8% to $2.1 million
for the nine months ended September 30, 2009 from $4.3 million for the nine months ended September 30, 2008. The decrease in gross profit was attributable primarily to lower revenue generated from the decrease in billable consultants
deployed at certain key customers, which was partially offset by higher bill rates on certain client engagements, as well a reduction in associated costs.

Gross profit as a percentage of service revenues increased to 26.7% for the nine months ended September 30, 2009 from 23.4% for the nine months ended September 30, 2008. The increase in gross
profit percentage was attributable primarily to higher bill rates on certain client engagements, as well as a reduction in associated costs.

Equipment and Software Revenues:

Gross profit as a percentage of revenue depends on various factors outside of
the Companys control. These factors may include vendor rebates, incentive programs and the number of clients utilizing third-party leasing arrangements to finance their purchase. When a client purchases equipment directly from the Company, the
Company recognizes the gross revenue from the sale and its associated cost. If a client utilizes a third party leasing arrangement to finance its purchase, the Company recognizes only the net commission revenue versus the gross revenue.

Equipment and software revenues decreased 85.1% to $549,000 for the nine months ended September 30, 2009 from $3.8 million for the
nine months ended September 30, 2008. The decrease in equipment and software revenues was attributable primarily to the Company closing several hardware transactions with one customer totaling $2.6 million during the nine-month period ended
September 30, 2008 and the Company closing fewer transactions during the nine-month period ended September 30, 2009 as a result of changes in client buying patterns and concerns about a weakening economy.

Gross profit from equipment and software revenues decreased 83.4% to $103,000 for the nine-month period ended September 30, 2009 from
$621,000 for the nine-month period ended September 30, 2008. The decrease in gross profit was attributable primarily to the decrease in equipment and software sales during the nine-month period ended September 30, 2009.

Gross profit as a percentage of equipment and software revenues increased to 18.8% for the nine months ended September 30, 2009 from
16.8% for the nine months ended September 30, 2008, as a result of the mix of products sold including higher margin products, as well as an increase in vendor rebates and incentive program fees.

Operating Expenses:

Operating expenses decreased 46.8% to $2.3 million for the nine months ended September 30, 2009 from $4.3 million for the nine months ended September 30, 2008. The decrease was due primarily to cost reductions made by the Company
that resulted in a relative decrease in sales, general and administrative payroll costs, partially offset by increases in costs of approximately $328,000 in developing our Text Analytics Solutions Practice during the nine months ended
September 30, 2009.

Interest Expense:

Interest expense decreased 20.4% to $340,000 for the nine months ended September 30, 2009 from $427,000 for the nine months ended September 30, 2008. The decrease was due primarily to reductions
in the average balance on the revolving line of credit and long-term debt obligations partially offset by increases in the interest rate on the revolving line of credit and the term loans.

Provision for Income Taxes:

Income tax benefit for the nine months ended September 30, 2009 was comprised of current period state taxes which are not based on earnings, less any adjustment related to prior period accrued state taxes. The income tax provision for
the nine months ended September 30, 2008 is stated net of the benefit of prior years state tax refunds of approximately $10,000 not previously recorded, less state income taxes for the current year which are not based on earnings. For the
nine months ended September 30, 2008, no other income taxes were recorded on the earnings as a result of the utilization of the carry forwards.

Net Income (Loss):

Net income (loss) decreased by $539,000 to a loss of $380,000 for the nine months ended
September 30, 2009 from income of $159,000 for the nine months ended September 30, 2008. The change in net income was due primarily to the decrease in gross profit from service revenues and from equipment and software revenues partially
offset with a reduction in operating expenses during the nine months ended September 30, 2009.

Net Income (Loss) Per Share:

The net loss per share data for the nine-month period ended September 30, 2009 is based on the Companys
weighted average outstanding shares for the period. Outstanding stock options were anti-dilutive and not considered in the calculation of loss per share for that period. The net income per share data for the nine-month period ended
September 30, 2008 is based on the Companys weighted average outstanding shares for the period (basic) plus its dilutive outstanding stock options for that period (fully-diluted).



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Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008

Service Revenues:

Service revenues decreased 59.1% to $2.2 million for the three months ended September 30, 2009 from $5.4 million for the three months ended September 30, 2008. The decrease was attributable
primarily to fewer billable consultants deployed at customer accounts due to changes in client buying patterns and concerns about a weakening economy.

Gross profit from service revenues decreased 51.0% to $616,000 for the three months ended September 30, 2009 from $1.3 million for the three months ended September 30, 2008. The decrease in
gross profit was attributable primarily to lower revenue generated from the decrease in billable consultants deployed at certain key customers, which was partially offset by higher bill rates on certain fixed price based client engagements and a
reduction in associated costs.

Gross profit as a percentage of service revenues increased to 27.9% for the three months ended
September 30, 2009 from 23.2% for the three months ended September 30, 2008. The increase in gross profit percentage was attributable primarily to higher bill rates on certain fixed priced based client engagements, as well as a reduction
in associated costs.

Equipment and Software Revenues:

Gross profit as a percentage of revenue depends on various factors outside of the Companys control. These factors may include vendor rebates, incentive programs and the number of clients utilizing
third-party leasing arrangements to finance their purchase. When a client purchases equipment directly from the Company, the Company recognizes the gross revenue from the sale and its associated cost. If a client utilizes a third party leasing
arrangement to finance its purchase, the Company recognizes only the net commission revenue versus the gross revenue.

Equipment and software revenues decreased 93.9% to $135,000 for the three months ended September 30, 2009 from $2.2 million for the three months ended September 30, 2008. The decrease in equipment and software revenues was
attributable primarily to the Company closing several hardware transactions with one customer totaling $2.0 million during the three-month period ended September 30, 2008 and the Company closing fewer transactions during the three-month period
ended September 30, 2009 as a result of changes in client buying patterns and concerns about a weakening economy.

Gross
profit from equipment and software revenues decreased 95.1% to $19,000 for the three-month period ended September 30, 2009 from $397,000 for the three-month period ended September 30, 2008. The decrease in gross profit was attributable
primarily to the decrease in equipment and software sales during the three-month period ended September 30, 2009.

Gross
profit as a percentage of equipment and software revenues decreased to 14.4% for the three months ended September 30, 2009 from 18.0% for the three months ended September 30, 2008. The decrease in gross profit was attributable primarily to
the Company closing fewer sales of high margin products during the three-month period ended September 30, 2009.

Operating Expenses:

Operating expenses decreased 57.4% to $620,000 for the three months ended September 30, 2009 from $1.5 million for
the three months ended September 30, 2008. The decrease was due primarily to cost reductions made by the Company that resulted in a relative decrease in sales, general and administrative payroll costs, partially offset by increases in costs of
approximately $102,000 in developing our Text Analytics Solutions Practice during the three months ended September 30, 2009.

Interest
Expense:

Interest expense decreased 17.6% to $121,000 for the three months ended September 30, 2009 from $147,000 for
the three months ended September 30, 2008. The decrease was due primarily to reductions in the average balance on the revolving line of credit and in long-term debt obligations partially offset by increases in the interest rate on the revolving
line of credit and the term loans.

Provision for Income Taxes:

Income tax benefit for the nine months ended September 30, 2009 was comprised of current period state taxes which are not based on
earnings, less any adjustment related to prior period accrued state taxes. The income tax provision for the nine months ended September 30, 2008 is stated net of the benefit of prior years state tax refunds of approximately $10,000 not
previously recorded, less state income taxes for the current year which are not based on earnings. For the nine months ended September 30, 2008, no other income taxes were recorded on the earnings as a result of the utilization of the carry
forwards.

Net Income (Loss):

Net income (loss) decreased by $144,000 to a loss of $98,000 for the three months ended September 30, 2009 from an income of $47,000 for the three months ended September 30, 2008. The change in
net income (loss) was due primarily to the decrease in gross profit from service revenues and from equipment and software revenues partially offset by a reduction in operating expenses during the three months ended September 30, 2009.

Net Income (Loss) Per Share:

The net loss per share data for the three-month period ended September 30, 2009 is based on the Companys weighted average outstanding shares for that period. Outstanding stock options were
anti-dilutive and not considered in the calculation of loss per share for that period. The net



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income per share data for the three-month period ended September 30, 2008 is based on the Companys weighted average outstanding shares for the period (basic) plus its dilutive
outstanding stock options for that period (fully-diluted).

Liquidity and Capital Resources:

On April 1, 2005, following the consummation of the enherent and Dynax merger, the Company entered into an Amended and Restated
Financing Agreement (the Amended Credit Agreement) with Ableco Finance LLC (Ableco). The Amended Credit Agreement provided the Company with a three-year extension of the revolving credit facility previously outstanding and an
increase in the revolving credit facility from $4.0 million to $6.0 million. The Amended Credit Agreement also amended the terms of the Term Loan B previously outstanding. The loans are collateralized by all the tangible and intangible assets of the
Company. Borrowings under the revolving credit facility bear interest at 3% above the greater of (a) the prime rate or (b) 7.75% a year, payable monthly and are limited in general to 85% of eligible accounts receivable and 80% of the net
amount of unbilled accounts receivable. The Amended Credit Agreement requires that the Company maintain certain financial covenants.

On February 3, 2009, the Company and Ableco, as lender and agent, entered into a Fifth Amendment to Amended and Restated Financing Agreement (the Fifth Amendment) that further amended the Amended Credit Agreement. The Fifth
Amendment: (a) extended the revolving loan maturity date under the Amended Credit Agreement from April 1, 2009 to April 1, 2010, (b) amended the amortization of Term Loan B set forth in Section 2.03 of the Amended Credit
Agreement, the aggregate amount outstanding of which was $1,062,500, to provide that the first installment of $212,500 became due upon the effective date of the Fifth Amendment, twelve consecutive monthly installments of $47,000 became payable
commencing on April 1, 2009, and the last installment of $286,000 will be due on April 1, 2010, and (c) modified financial covenants set forth in Section 6.03 of the Amended Credit Agreement relating to the Fixed Charge Coverage
Ratio and Consolidated EBITDA.

On April 8, 2009, the Company and Ableco, as lender and agent, entered into a Sixth
Amendment to Amended and Restated Financing Agreement (the Sixth Amendment) that further amended the Amended Credit Agreement. The Sixth Amendment modified financial covenants set forth in Section 6.03 of the Amended Credit
Agreement relating to the Fixed Charge Coverage Ratio and Consolidated EBITDA. In addition, the Sixth Amendment modified the interest rates applicable to the Revolving Loan and Term Loan B set forth in Section 2.03 of the Amended Credit
Agreement as follows: (i) the interest rate on Term Loan B increased from a rate of 3% per annum to a rate equal to 0.25% over the Reference Rate per annum; and (ii) the interest rate on the Revolving Loan increased from a rate equal
to 3% over the Reference Rate per annum to a rate equal to 4% over the Reference Rate per annum. For purposes of the Amended Credit Agreement, the Reference Rate is equal to the greater of (a) the prime rate, or (b) 7.75% per annum.
Finally, the Sixth Amendment gives the Company the option, subject to certain conditions specified in the Sixth Amendment, to elect to have the interest rate on all or a portion of Term Loan B be based on LIBOR rather than the Reference Rate (the
LIBOR Option). At any time that the Company elects the LIBOR Option with respect to all or a portion of Term Loan B, the interest rate on the portion of Term Loan B covered by the Companys election of the LIBOR Option for each
interest period will be equal to the LIBOR Rate per annum for that interest period plus 4%. The LIBOR Rate will be based on the London Interbank Offered Rate, adjusted as provided in Section 1.2(a) of the Sixth Amendment, but will not be less
than 4%.

On July 2, 2009, the Company and Ableco, as lender and agent, entered into a Waiver, Consent and Seventh
Amendment to Amended and Restated Financing Agreement (the Seventh Amendment) that further amends the Amended Credit Agreement. The Seventh Amendment: (a) reduced the revolving credit facility from $4.5 million to $2.5 million;
(b) modified the Term Loan B set forth in Section 2.03 of the Amended Credit Agreement, the aggregate amount outstanding of which was $662,000, to provide for the repayment of such amount in consecutive monthly installments on the first
day of each month, commencing on August 1, 2009 until the Term Loan B Maturity Date, with each such monthly installment in an aggregate amount equal to (i) in the case of August, September and October of 2009, $10,000, (ii) for each
subsequent monthly payment through March 1, 2010, $47,000 and (iii) a final installment equal to the remaining balance on April 1, 2010; and (c) provides a waiver to the Company for not meeting the Consolidated EBITDA and Fixed
Charge Coverage Ratio covenants in the Amended Credit Agreement for the period ended June 30, 2009.

On October 2,
2009, the Company and Ableco, as lender and agent, entered into a Waiver, Consent and Eighth Amendment to Amended and Restated Financing Agreement (the Eighth Amendment) that further amends the Amended Credit Agreement. The Eighth
Amendment (a) modifies the Term Loan B provided for in Section 2.03 (a) of the Amended Credit Agreement, the aggregate amount of which outstanding on the date of the Eighth Amendment was $642,000, to provide for the repayment of such
amount in consecutive monthly installments on the first day of each month, commencing on October 6, 2009 until the Term Loan B Maturity Date, with each such monthly installment in an aggregate amount equal to (i) in the case of October,
$20,178, (ii) for November and December of 2009, $10,000 and (iii) for each month thereafter, $47,000; (b) increases the interest rates applicable to the Revolving Loan and Term Loan B set forth in Section 2.04 of the Amended
Credit Agreement as follows: (i) the interest rate on Term Loan B is increased from a rate equal to 0.25% over the Reference Rate to 0.75% over the Reference Rate per annum (and from 4.0% over LIBOR to 4.5% over LIBOR, if the Company elects a
LIBOR-based rate); and (ii) the interest rate on the Revolving Loan is increased from a rate equal to 4.00% over the Reference Rate per annum to a rate equal to 4.50% over the Reference Rate per annum; and (c) provides a waiver to the
Company for not meeting the Consolidated EBITDA and Fixed Charge Coverage Ratio covenants in the Amended Credit Agreement for the period ending September 30, 2009.

At September 30, 2009 and December 31, 2008, the revolving credit facility balance outstanding was $1,542,914 and $2,006,070 respectively. At September 30, 2009 and December 31, 2008,
the outstanding principal balance of the Term Loan B was $642,000 and $1,062,500, respectively.

The holders of the enherent
Preferred Stock immediately prior to the merger of enherent and Dynax (the Preferred Stockholders) had a redemption right, exercisable at their option, after January 16, 2006, at a value of $1.00 per share. With the consummation of
the merger, on April 1, 2005, all of the shares of outstanding Preferred Stock were converted in a non-cash exchange for an aggregate of 8,500,000 shares of enherent common stock and four subordinated secured notes in the aggregate principal
amount of $1,600,000. The Company entered into an Intercreditor and Subordination Agreement dated April 1, 2005 among the Company, certain subsidiaries listed therein, Ableco and the Preferred Stockholders to define the rights of and evidence
the priorities among those creditors (the Intercreditor Agreement). The revolving credit facility is secured by a



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first lien on all tangible and intangible assets of the Company. The Term Loan B and the notes issued to the Preferred Stockholders are secured on a pari passu basis by liens on all tangible and
intangible assets of the Company, which liens are subordinated to the lien securing the revolving credit facility.

One of the
promissory notes issued to the Preferred Stockholders was paid in full in August 2008. According to the terms of the remaining three promissory notes issued to the Preferred Stockholders (having an aggregate principal amount of $1,412,500), 6%
interest on the amount outstanding was payable in arrears. These three notes had an original term of five years and no principal payments were due in the first twenty-nine months ended September 1, 2007. Thereafter, semi-annual principal
payments of $177,000 were due for the following two years and for the last year semi-annual principal payments of $353,000 were due. Effective August 10, 2007, the Company and the former Preferred Stockholders agreed to amend and restate the
promissory notes. The three amended and restated notes having an aggregate principal amount of $1,412,000 have a maturity date of July 1, 2011, with no principal payments due until January 1, 2009. Thereafter, semi-annual principal
payments of $177,000 are due for the following two years and for the last year semi-annual principal payments of $353,000 are due. Interest continues to accrue at 6% and is payable at maturity. The terms of the Intercreditor Agreement currently
prohibit the Company from making payments on the three outstanding promissory notes issued to the Preferred Stockholders. As a result, as of September 30, 2009, the Company has not paid the first and the second annual installment of $177,000
which was originally due on January 1, 2009 and July 1, 2009. The terms of the Intercreditor Agreement also prohibit the Preferred Stockholders from declaring a default, or accelerating payment, of the promissory notes as a result of the
Companys failure to pay the installment due January 1, 2009. At September 30, 2009 and December 31, 2008, the outstanding principal balance on the three notes was $1,412,000. All past due principal bear interest at 12% until
paid. The 12% past-due interest rate is increased by an additional 2% every six months that a past-due amount remains outstanding, such that it will increase to 14% if a past-due amount remains outstanding for six months, 16% if a past-due amount
remains outstanding for twelve months, and 18% if a past-due amount remains outstanding for 18 months. The past-due interest rate will at no time exceed 18%. The Company accrued interest on all past-due amounts in accordance with the terms of the
note.

The Company has three subordinated notes relating to prior Dynax acquisitions bearing interest rates of between prime
and prime plus 1%. At September 30, 2009 and December 31, 2008, the outstanding principal balance outstanding was $457,000. The acquisition notes are subordinated to Ableco. Any payments of principal or interest on the indebtedness will be
subordinated in accordance with the terms and conditions of the senior secured lender. No payments were made subsequent to March 31, 2004.

Cash and cash equivalents were $145,401 at September 30, 2009 compared to $1,100,224 at December 31, 2008.

In general, the Company requires cash for working capital, capital expenditures, debt repayment and interest. Our management assesses the future cash needs of our business by considering a number of
factors, including:



| |  |  | our historical earnings and cash flow performance;
| | - |  | --------------------------------------------------



| |  |  | our assessment of future working capital needs;
| | - |  | -----------------------------------------------



| |  |  | our current and projected debt service expenses;
| | - |  | ------------------------------------------------



| |  |  | planned capital expenditures; and
| | - |  | ---------------------------------



| |  |  | our ability to borrow funds under the terms of our revolving credit facility.
| | - |  | -----------------------------------------------------------------------------

If the Company experiences a deficiency in revenue, earnings or operating cash flow with respect to its fixed charges and operating expenses
in the future, it would need to fund the fixed charges and operating expenses from borrowings from its revolving credit facility. If borrowings from the Companys credit facility are insufficient to fund its operations, debt service and capital
expenditures, it may need to seek additional sources of capital through means such as the issuance of equity or subordinated debt. In addition, it may not be able to obtain additional debt or equity financing on terms acceptable to it, or at all. If
the Company is not able to secure additional capital, it could be required to delay paying its account payables or forego business opportunities. It is also possible that the Company would no longer have the capital necessary to operate its business
as a going concern.

Cash flow used in operations was $30,000 during the nine months ended September 30, 2009 compared to
cash flow provided from operations $239,000 during the nine months ended September 30, 2008. This change was attributable primarily to the net loss combined with customer collections resulting in a significant decrease in accounts receivable,
partially offset by a significant decline in accounts payable, as well as to an increase in deferred revenue.



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Cash used in investing activities for the nine-month period ended September 30, 2009
was $21,000 related to the purchase of computers and office equipment.

Cash used in financing activities for the nine months
ended September 30, 2009 was $903,000, consisting of net payment of the revolving credit facility of $463,000 and principal repayments of long-term debt and capital leases of $440,000.

The Companys accounts receivable were $1.9 million at September 30, 2009 and $3.1 million at December 31, 2008,
respectively. The decline in accounts receivable was a result primarily of collections from customers and a decline in revenues. Billed days sales outstanding (DSO), net of allowance for doubtful accounts, were 72 days as of September 30, 2009
and 41 days as of December 31, 2008. The increase in DSO was primarily the result of slower collections during the nine-month period ended September 30, 2009 from certain clients and to the decline in revenues.

The Companys accounts payable and accrued expenses were $ 2.1 million at September 30, 2009 and $3.3 million at
December 31, 2008, respectively. The decrease of $1.2 million was primarily the result of paying accounts payable and accrued expenses and a decrease in associated operating costs as revenues declined.

The Companys working capital deficiency was $3.6 million as of September 30, 2009 and $2.7 million as of December 31, 2008.

The Company has reduced cash required for operations by reducing operating costs and reducing staff levels. In addition, the
Company is working to manage its current liabilities while it continues to make changes in operations to improve its cash flow and liquidity position.

While the Company has been able to manage its working capital needs with the current credit facilities, additional financing is likely required in order to meet its current and projected cash flow
requirements from operations. Additional financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of the Companys common stock and the
downturn in the U.S. stock and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Further, if the Company issues additional equity or debt securities, stockholders may experience
additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of the Companys common stock. If additional financing is not available or is not available on acceptable terms, the
Companys operations will be negatively impacted.

Inflation:

Management does not believe that inflation has had a material effect on the Companys business, financial condition or results of
operations. If the Companys costs were to become subject to significant inflationary pressures, the Company may not be able to fully offset such higher costs through price increases. The Companys inability or failure to do so could
adversely affect its business, financial condition and results of operations.

Off-Balance Sheet Arrangement:

There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations), or other relationships of the
Company with unconsolidated entities or other persons that have, or may have, a material effect on financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
of the Company.

Recent Accounting Pronouncements:

For a discussion of new accounting pronouncements affecting the Company, refer to Note 2 of Notes to Condensed Consolidated Financial Statements.

Forward-looking and Cautionary Statements:

This report contains forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that
involve substantial risks and uncertainties. These forward-looking statements include information about possible or assumed future results of enherents operations. Statements made in this SEC filing that are qualified with words such as
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. 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. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following:
(i) the Companys plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of the Company; (ii) the Companys plans and results of operations will be affected by the
Companys ability to manage its growth and resources; (iii) competition in the industry and the impact of competition on pricing, revenues and margins; (iv) the Companys ability to recruit and retain IT professionals; and
(v) other risks and uncertainties discussed under Risk Factors in the Companys Form 10-K for the year ended December 31, 2008, as well as in any subsequent Company filings with the Securities and Exchange Commission.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk.
|------- | -----------------------------------------------------------

For the period ended September 30, 2009, the Company did not experience any material changes in market risk exposures that affect the quantitative and qualitative disclosures presented in the
Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2008.



|Item 4. | Controls and Procedures.
|------- | ------------------------

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), is
recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to the Companys management, including the Companys Chief
Executive Officer and VP of Finance, as appropriate, to allow timely decisions regarding required disclosure. Such controls and procedures, by their nature, can provide only reasonable assurance regarding managements control objectives.

The Company carried out an evaluation, under the supervision and with the participation of its management, including its
Chief Executive Officer and VP of Finance, on the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules



14



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##### Table of Contents

13a-15 and 15d-15 as of September 30, 2009. Based upon that evaluation, the Companys Chief Executive Officer and VP of Finance concluded that the Companys disclosure controls and
procedures were effective as of September 30, 2009.

There was no change in the Companys internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fiscal quarter ended September 30, 2009 that has materially affected, or is reasonably likely to materially affect, the Companys internal control
over financial reporting.

PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings.
|------- | ------------------

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.



|Item 1A. | Risk Factors.
|-------- | -------------

The
Companys Annual Report on Form 10-K filed for the fiscal year ended December 31, 2008 includes a detailed discussion of the Companys risk factors. There have been no material changes to the risk factors that were included in the
Form 10-K during the first nine months of fiscal 2009.



|Item 6. | Exhibits.
|------- | ---------

See Exhibit
Index.



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



|                      |  |                |  |                                                
|--------------------- |  | -------------- |  | -----------------------------------------------
|                      |  | enherent Corp.
|                      |  |               
|DATE November 9, 2009 |  | BY:            |  | /S/    PAMELA A.
FREDETTE                      
|                      |  |                |  | Pamela A. Fredette                             
|                      |  |                |  | Chairman, Chief Executive Officer and President
|                      |  |               
|DATE November 9, 2009 |  | BY:            |  | /S/    ARUNAVA
DE                              
|                      |  |                |  | Arunava De                                     
|                      |  |                |  | Principal Financial and Accounting Officer     



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EXHIBIT INDEX



|         |  |                                                                                                                                                                                                                                                               
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item No. |  | Description                                                                                                                                                                                                                                                   
|         | 
|2.1     |  | 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 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 Form 10-Q filed November 15, 2004).                             
|         | 
|3.1     |  | Restated Certificate of Incorporation (Incorporated by referenced 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 enherent Corp. (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
Exhibit 3.1 of the Companys Current Report on Form 8-K filed 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
Exhibit 3.2 of the Companys Current Report on Form 8-K filed 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 Form 10-Q filed November 15, 2004).                                  
|         | 
|*10.1   |  | Employment Agreement dated April 1, 2006 between Lori Stanley and the Company (Incorporated by reference to Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q filed
August 14, 2006).                                                               
|         | 
|*10.2   |  | Agreement by and between the Company 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).                                                        
|         | 
|*10.3   |  | 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).                                                                                                                  
|         | 
|10.4    |  | 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 Form
10-Q filed November 15, 2004).                                               



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|         |  |                                                                                                                                                                                                                                                                                                                                                           
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item No. |  | Description                                                                                                                                                                                                                                                                                                                                               
|         | 
|*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 Form 10-Q filed November 15,
2004).                                                                                                                                                                      
|         | 
|10.8    |  | Amended and Restated Credit Agreement by and 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 April 6, 2005).                                                          
|         | 
|10.9    |  | 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 April 6, 2005).                                                             
|         | 
|*10.10  |  | 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 June 7, 2005).                                                                                                                                                          
|         | 
|*10.11  |  | 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 June 10, 2005).                                                                                                                           
|         | 
|*10.12  |  | 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).                                                                                                                                                                      
|         | 
|*10.13  |  | 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).                                                                                                                                                                                    
|         | 
|*10.14  |  | 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 September 22, 2005).                                                                                                                   
|         | 
|*10.15  |  | 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 January 6, 2006).                                                                                                                                
|         | 
|*10.16  |  | Non-Qualified Stock Option Award Agreement by and between the Company 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).                                                                                                                   
|         | 
|10.17   |  | 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 (Incorporated by reference to Exhibit 10.24 of the Companys Quarterly Report on Form 10-Q filed on May 15, 2006).                            
|         | 
|*10.18  |  | 2005 Stock Incentive Plan, as amended and restated as of May 22, 2008 (Incorporated by reference to Annex A of the Companys Definitive Proxy Statement filed April 22, 2008).                                                                                                                                                                            
|         | 
|10.19   |  | Waiver, Consent and Third Amendment to Amended and Restated Financing Agreement, dated as of August 27, 2007, by and among the Company, certain subsidiaries listed therein, Ableco
Finance, LLC and certain lenders party thereto. (Incorporated by reference to Exhibit 10.26 of the Companys Quarterly Report on Form 10-Q filed on November 9, 2007).
|         | 
|10.20   |  | Fourth Amendment to Amended and Restated Financing Agreement, dated as of September 6, 2007, by and among the Company, certain subsidiaries listed therein, Ableco Finance LLC and
certain lenders party thereto. (Incorporated by reference to Exhibit 10.27 of the Companys Quarterly Report on Form 10-Q filed on November 9, 2007).                  



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|         |  |                                                                                                                                                                                                                                                                                                                                                     
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item No. |  | Description                                                                                                                                                                                                                                                                                                                                         
|         | 
|*10.21  |  | First Amendment to Employment Agreement dated December 3, 2007 between Pamela A. Fredette and the Company (Incorporated by reference to Exhibit 10.27 of the Companys Annual
Report on Form 10-K filed on March 27, 2008).                                                                                                                         
|         | 
|*10.22  |  | Agreement by and between the Company and Thomas Minerva dated as of January 1, 2008 (Incorporated by reference to Exhibit 10.28 of the Companys Quarterly Report on Form 10-Q
filed on May 15, 2008).                                                                                                                                              
|         | 
|*10.23  |  | 2005 Stock Incentive Plan, as amended and restated as of May 22, 2008. (Incorporated by reference to Annex A of the Companys Definitive Proxy Statement filed April 22, 2008).                                                                                                                                                                     
|         | 
|*10.24  |  | Second Amendment to Employment Agreement by and between the Company and Pamela A. Fredette dated as of December 1, 2008. (Incorporated by reference to Exhibit 10.1 of the
Companys Current Report on Form 8-K filed on December 9, 2008).                                                                                                         
|         | 
|10.25   |  | Fifth Amendment to Amended and Restated Financing Agreement, dated as of February 3, 2009, by and among the Company, certain subsidiaries listed therein, Ableco Finance LLC and
certain lenders party thereto. (Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed on February 9, 2009).                  
|         | 
|10.26   |  | Sixth Amendment to Amended and Restated Financing Agreement, dated as of April 8, 2009, by and among the Company, certain subsidiaries listed therein, Ableco Finance LLC and certain
lenders party thereto. (Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed on April 9, 2009).                        
|         | 
|*10.27  |  | Third Amendment to Employment Agreement, dated as of December 1, 2008, by and between the Company and Pamela A. Fredette (Incorporated by reference to Exhibit 10.27 of the
Companys Quarterly Report on form 10-Q filed on May 15, 2009).                                                                                                         
|         | 
|*10.28  |  | First Amendment to Employment Agreement, dated as of April 1, 2006 by and between the Company and Lori Stanley (Incorporated by reference to Exhibit 10.28 of the Companys
Quarterly Report on form 10-Q filed on May 15, 2009).                                                                                                                   
|         | 
|*10.29  |  | Marketing Agreement by and between the Company and Douglas Mellinger, dated as of May 15, 2009 (Incorporated by reference to Exhibit 10.29 of the Companys Quarterly Report on
form 10-Q filed on May 15, 2009).                                                                                                                                   
|         | 
|10.30   |  | Waiver, Consent and Seventh Amendment to Amended and Restated Financing Agreement, dated as of July 2, 2009, by and among the Company, certain subsidiaries listed therein, Ableco
Finance LLC and certain lenders party thereto (Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed on July 2, 2009.)     
|         | 
|10.31   |  | Waiver, Consent and Eighth Amendment to Amended and Restated Financing Agreement, dated as of October 2, 2009, by and among the Company, certain subsidiaries listed therein, Ableco
Finance LLC and certain lenders party thereto (Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed on October 6, 2009.)
|         | 
|31.1    |  | Section 302 Certification of Chief Executive Officer (certification required pursuant to Rule 13a-14(a) and 15d-14(a)) (filed herewith).                                                                                                                                                                                                            
|         | 
|31.2    |  | Section 302 Certification of Principal Financial Officer (certification required pursuant to Rule 13a-14(a) and 15d-14(a)) (filed herewith).                                                                                                                                                                                                        
|         | 
|32.1    |  | Section 906 Certification of Chief Executive Officer (certification required pursuant to 18 U.S.C. 1350) (filed herewith).                                                                                                                                                                                                                          
|         | 
|32.2    |  | Section 906 Certification of Principal Financial Officer (certification required pursuant to 18 U.S.C. 1350) (filed herewith).                                                                                                                                                                                                                      



|* | Denotes management contract or compensatory plan or arrangement.
|- | ----------------------------------------------------------------



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