**Ex.99.3**

**enherent Corp.**

**CHARTER OFTHE**

**EXECUTIVECOMPENSATION COMMITTEE**

**OF THE**

**BOARD OF DIRECTORS**

TheBoard of Directors of enherent Corp. (the “Company”) hereby establishes theExecutive Compensation Committee (the “Committee”) with authority, responsibility,and specific powers as described below.

**Composition**

The Committee shall havethree members.  Each member of theCommittee shall be a member of the Board of Directors, shall not be an officeror employee of the Company, and shall be a “disinterested person” within themeaning of Rule 16b-3 (“Rule 16b-3”) of the General Rules and Regulations underthe Securities Exchange Act of 1934 with respect to all employee benefit plansof the Company subject thereto.  One of themembers shall be appointed Chairman of the Committee by the Board of Directors.

**Authority**

The Committee shallrecommend compensation for the Company’s executive officers to the Board ofDirectors.  Only a majority vote of theBoard of Directors shall have authority to determine such compensation.  The Committee shall also makerecommendations regarding the administration of any stock incentive or othercompensation plans adopted by the Company to the Board of Directors.  Majority vote of the Board of Directors isrequired for taking action under any stock incentive or other compensationplans.  The Committee is empowered toretain persons having special competence as necessary to assist the Committeein fulfilling its responsibilities hereunder.

**Meetings**

The Committee is to meet asmany times as the Committee deems necessary. Meetings for the consideration of pertinent matters may be requested bythe Chairman of the Board, the Chief Executive Officer or the President of theCompany, the Chairman of the Committee, or by any member of the Committee byrequest to the Chairman of the Committee. A majority of the members of the Committee shall constitute a quorum atany meeting.

**Attendance**

As necessary or desirable,the Chairman of the Committee may request that the members of management orindependent consultants be present at the meetings of the Committee.

 

**Minutes**

The Committee shall keepregular minutes of each meeting and send a copy of the minutes to members ofthe Committee and to the members of the Board of Directors who are not membersof the Committee.

 

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**Responsibilitiesand Powers**

In exercising its authorityhereunder, the Committee shall be empowered in accordance with its judgment to:

1.                                       Make itsindependent perspective available to management for consultation in respect ofthe Company’s policies with regard to major issues of compensation.

2.                                       Review withmanagement and recommend to the Board of Directors changes in the Company’scompensation structure of sufficient magnitude to affect the Company’s cost ofoperation or its competitiveness as an employer.

3.                                       Review withmanagement and recommend to the Board of Directors the adoption of all newemployee benefits plans, and any additions, deletions or modifications to theCompany’s employee benefits plans.

4.                                       Makerecommendations to the Board of Directors regarding the administration of allstock incentive or other compensation plans adopted by the Company.

5.                                       Makerecommendations to the Board of Directors regarding the amount of the Company’scontribution or contributions, if any, to the Company’s employee benefit plans.

6.                                       Makerecommendations to the Board of Directors regarding the annual salary, bonus,stock options, and other compensation and benefits, direct and indirect, of theCompany’s executive officers.

7.                                       With respect toany employee benefit plan of the Company which is subject to the provisions ofRule 16b-3 (a “Rule 16b-3 Plan”), make recommendations to the Board ofDirectors to administer such Rule 16b-3 Plan in accordance with the terms andprovisions thereof, including, without limitation, if required by the terms ofany such Rule 16b-3 Plan, recommendations concerning the timing, pricing, andamount of a grant or award thereunder.

8.                                       Makerecommendations to the Board of Directors regarding adopting the form, terms,provisions and components of, and the methods of establishing and implementing,all new executive compensation plans, and any additions, deletions ormodifications to the Company’s executive compensation plans.

9.                                       Review on aperiodic basis the operation of the Company’s executive compensation plans todetermine whether they are properly coordinated.

10.                                 Makerecommendations to the Board of Directors regarding policies for theadministration of the Company’s executive compensation plans.

 

 

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11.                                 Makerecommendations regarding modifying any executive compensation plans that yieldpayments and benefits that are not reasonably related to executive performance.

12.                                 Makerecommendations to the Board of Directors regarding policies in the area ofmanagement perquisites.

13.                                 Makerecommendations to the Board of Directors regarding expense reimbursementpolicies of the Company.

14.                                 Makerecommendations to the Board of Directors regarding “fringe” benefits to beprovided by the Company to any directors or officers of the Company, such asloans made or guaranteed by the Company to or for the benefit of any suchpersons.

15.                                 Review andrecommend to the Board of Directors the compensation of directors.

16.                                 Recommend tothe Board of Directors any appropriate extensions or changes in the duties ofthe Committee.

17.                                 Do every otheract incidental to, arising out of or in connection with, or otherwise relatedto the authority granted to the Committee hereby or the carrying out of theCommittee’s duties and responsibilities hereunder.

**Definitions**

The term “employee benefitplan” includes, but is not limited to, the following: any plan, contract,authorization or arrangement, whether or not set forth in a formal document andregardless of the number of persons covered thereby, pursuant to which any ofthe following may be received: cash, stock, stock options, restricted stock orrestricted stock units, phantom stock, stock appreciation rights (“SARs”),stock options in tandem with SARs, warrants, convertible securities,performance units and performance shares, and similar instruments.

The term “executivecompensation plan” means any employee benefit plan other than group life,health, hospitalization, medical reimbursement or relocation plans that do notdiscriminate in scope, terms or operation in favor of executive officers ordirectors of the Company and that are available generally to all salariedemployees.

Theterm “executive officer” means the Chairman of the Board, the Chief ExecutiveOfficer, the President, each Senior or Executive Vice President of the Company,any vice president or any member of the Company in charge of a principalbusiness unit, division or function (such as asset management, administration,or finance), any other officer who performs a policy making function for anymember of the Company, or any other person who performs similar policy makingfunctions for any member of the Company.

 

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