**Exhibit10.1**

 

 

**EMPLOYMENTAGREEMENT**

 

**THIS EMPLOYMENT AGREEMENT (the “Agreement”) is executedthis 1st day of November, 2002 by and between**enherent Corp. (fka PRT Group Inc.), a Delawarecorporation, with its principal place of business at 12300 Ford Rd., Suite 450,Dallas, Texas, 75234, with all of its direct and indirect subsidiaries, (the“Employer”) and RobertD. Merkl, an individual residing at 5419 Ashleigh Road, Fairfax, Virginia 22030(the “Executive”).

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**RECITALS:**

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**A.**           Employer is a global informationtechnology services company.

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**B.**             The Executive is experienced in theinformation technology services industry and is currently employed by Employeras Chairman, Chief Executive Officer and President and desires to continue inthose roles for the Employer subject to the conditions hereinafter set forth.

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**C.**             Employer believes the Executivewill contribute to the growth and profitability of the Employer and desires tocontinue to employ the Executive as Chairman, Chief Executive Officer andPresident.

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**D.**            Employer agrees that it shall notrequire Executive to engage in any conduct, which would violate any of theExecutive’s post-termination obligations to Executive’s former employer arisingunder this Agreement.

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**E.**              The Executive is willing to makehis services available to Employer on the terms and conditions hereinafter setforth.

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**AGREEMENT:**

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**Therefore, in consideration of the premises, mutualcovenants and agreements of the parties contained herein, and other good andvaluable consideration, the receipt and adequacy of which is herebyacknowledged, Employer and the Executive hereby agree as follows:**

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**1)**              Employment.  Commencing on November 1, 2002 (the“Effective Date”), Employer, in reliance on such representations, shall employthe Executive and the Executive shall accept employment by Employer, upon theterms and conditions set forth in this Agreement.

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**2)**              Term:  The term of employment (the “Term”) of thisAgreement shall begin on the Effective Date and, except as otherwise providedin Sections 8, 9, and 10 shall end on December 31, 2003.  The Term of this Agreement shall be fourteen(14) months and shall not be further extended without the mutual writtenconsent of the parties.  Aftercompletion of the term, Executive’s employment will be on an at-will basisunless otherwise agreed in writing by the parties.

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**3)**              Duties:  The Executive will serve as the Chairman, Chief Executive Officer andPresident of the Employer.  As Chairman,CEO and President of the Employer, the Executive shall have the primaryresponsibility to manage and direct the day-to-day business of the Employer,including the generation of income and control of expenses.  In addition, Executive will be responsible fordirecting the organization with the objective of providing maximum profit andreturn on invested capital; establishing current and long-range objectives,plans, and policies subject to the approval of the Board Of Directors ( theBoard); and representing the Employer with its major customers, the financialcommunity and the public. In addition, Executive will be responsible forestablishing current and long-range objectives, plans, and policies subject tothe approval of the Board. The Executive shall perform such duties as may bereasonably assigned to him by the Board. With the consent of the Board, the Executive may (i) devote a reasonableamount of time and effort to charitable, industry or community organizations,and (ii) subject further to the provisions of Section 6, the Executive mayserve as a director of other companies.

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**4)**              Compensation:  During the Term, Executive shall becompensated as follows:

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**a)**              Salary.  Executive shall be paid an annual salary ofone hundred ninety-two thousand dollars ($192,000) (the “Annual Base Salary”), to bedistributed in equal periodic semi-monthly installments according to Employer’scustomary payroll practices.  Nothingcontained herein shall be construed to prevent Employer from increasingExecutive’s Annual Base Salary more often than annually.  The Annual Base Salary will be reviewedannually by the Board and increased (but not decreased) if the Board, in theirdiscretion, determines an increase to be appropriate, based on the types offactors the Board usually takes into account in reviewing executive levelsalaries, including, but not limited to, cost-of-living factors.

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**b)**             Annual Incentive Compensation.  Employer will provide the Executive with atarget bonus opportunity of at least $24,000 per quarter (the “PerformanceBonus”) under the quarterly incentive award plan. The Performance Bonus will bepaid to Executive no later than forty-five days following the end of eachquarter, i.e., May 15, August 15, November 15 and February 15.  Performance Bonus targets will includerevenue, cash and earnings before interest, taxes, depreciation andamortization (EBITDA) and be agreed to in writing by the parties and attached heretoas Exhibit 2.

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**c)**              Employer will make the Executiveeligible for participation in Stock Acquisition and Retention Program under theterms and conditions applicable to all other participants, subject to theapproval of the Compensation Committee of the Board of Directors.

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**d)**             Certain Additional Payments andConsideration.  In addition to theabove payments,

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**i)**                 Stock Options.  Executive will be eligible to participate inthe Employer Stock Option Plan (“Plan”). All Options are subject to the termsof the Plan and the Stock Option Award Agreement; provided, however, in theevent of a Termination without Cause of the Executive’s employment by theEmployer all incentive stock options granted shall immediately vest and beexerciseable as per the terms of Section 9 (b) below. In the event of a Terminationwithout Cause of the Executive’s employment by the Employer all non-qualifiedstock options that have not vested as of the date of the termination, shallexpire, and all non-qualified stock options that have vested shall beexercisable pursuant to the terms of the Plan and the Stock Option AwardAgreement. All Options will vest in three (3) equal annual installments ofone-third (1/3) each beginning one (1) year from their respective grant date. Acopy of the Plan and form of Stock Option Award Agreement is attached hereto asExhibit 1.  If Executive was an employeeof Employer prior to the Effective Date and has already been granted stockoptions, all of Executive’s stock options shall have the same terms as theOptions granted hereunder.

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**ii)**              Change in Control.  Notwithstanding any other provision of thePlan to the contrary, while Executive’s Options remain outstanding under thePlan, a Change in Control (as defined below) of Employer shall occur, then allOptions outstanding at the time of such Change in Control shall vest or expireas set forth in clause 4.E.i above. Those Option that vest shall become immediately exercisable in full,and, at the option of the Compensation Committee of the Board of Directors,such Options may be cancelled in exchange for a cash payment or a 

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**replacement award of equivalent value.  For purposes of this provision as well asthis Agreement, a “Change in Control” of Employer shall occur upon thehappening of the earliest to occur of the following:**

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**(a)**          any “person” as such term is usedin Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (other than(1) Employer, (2) any trustee or other fiduciary holding securities under anemployee benefit plan of Employer or (3) any corporation owned, directly orindirectly, by the stockholders of enherent Corp. in substantially the sameproportions as their ownership of the common stock of Employer, is or becomesthe “beneficial owner” (as defined in Rule 13d-3 under the Securities ExchangeAct of 1934), directly or indirectly, of securities of Employer (not includingin the securities beneficially owned by such person any securities acquireddirectly from Employer or its affiliates representing fifty-one percent (51%) or more of the combined votingpower of enherent Corp.’s then outstanding voting securities;

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**(b)**         during any period of not more thantwo (2) consecutive years, individuals who at the beginning of such periodconstitute the Board (such board of directors being referred to herein as the“Employer Board”), and any new director (other than a director designated by aperson who has entered into an agreement with Employer to effect a transactiondescribed in clause (i), (ii) or (iv) of this Section 5A) whose election by theEmployer Board or nomination for election by Employer’s Stockholders wasapproved by a vote of at least two-thirds (2/3) of the directors then still inoffice who either were directors then still in office who either were directorsat the beginning of the period of whose election  or nomination for election was previously so approved (other thanapproval given in connection with an actual or threatened proxy or electioncontest), cease for any reason to constitute at least seventy percent (70%) ofsuch Employer Board;

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**(c)**          the stockholders of Employerapprove a merger or consolidation of Employer with any other corporation, otherthan (A) a merger or consolidation which would result in the voting securitiesof Employer outstanding immediately prior thereto continuing to represent(either by remaining outstanding without conversion or by being converted intovoting securities of the surviving or parent entity) fifty one (51%) or more ofthe combined voting power of the voting securities of Employer or suchsurviving or parent entity outstanding immediately after such merger orconsolidation or (B) a merger or consolidation effected to implement arecapitalization of enherent Corp. (or similar transaction) in which no“person” (as 

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**hereinabove defined) acquires fifty-one (51%) or more ofthe combined voting power of enherent Corp.’s then outstanding securities; or**

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**(d)**         the stockholders of the Employerapprove a plan of complete liquidation of the Employer or an agreement for thesale or disposition by the Employer of all or substantially all of theEmployer’s assets (or any transaction having a similar effect).

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**5)**              Expense Reimbursement and OtherBenefits.

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**a)**              Reimbursement of Expenses.  During the term of Executive’s employmenthereunder, Employer, upon the Executive’s submission of proper substantiationin accordance with Employer’s standard procedure, including copies of allrelevant invoices, receipts or other evidence reasonably requested by Employer,by the Executive, shall reimburse the Executive for all reasonable expensesactually paid or incurred by the Executive in the course of and pursuant to thebusiness of Employer.

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**b)**             Employee Benefits.  Executive shall participate in the EmployerEmployee Benefits Program.

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**c)**              Stock Options.  Executive shall be included as a participantunder the Employer Incentive Stock Option Plan, eligible to be granted optionsto acquire shares of Employer’s common stock. The number of any options and terms and conditions of options shall bedetermined in the sole discretion of the Board, or applicable committeethereof, and shall be based on several factors, including the performance ofthe Employer.

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**d)**             Vacation.  During the Term, the Executive will beentitled to four (4) weeks paid vacation/personal days for each year.  The Executive will also be entitled to thepaid holidays and other paid leave set forth in Employer’s policies.  Vacation days and holidays during any fiscalyear that are not used by the Executive during such fiscal year may not becarried over and used in any subsequent fiscal year.  Executive will begin to accrue vacation/personal days on thefirst day of the month following date of employment at the rate of 1.67 daysper month.  Employer observes ten (10)holidays each year; six (6) days are designated by Employer (the holidayschedule is described in Employer’s Summary of Benefits) and four (4) days,which are selected by Executive.

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**e)**              Retirement Plan. Executive is eligibleto participate in the Employer’s 401(k) Savings Plan the first day of the monthcoinciding with, or following employment with 

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**Employer.  The.Employer has a provision enabling a match of 100% of the first 3% of employeecontributions.**

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**6)**              Restrictions.

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**a)**              Non-competition.  During the Term and for a one (1) yearperiod after the termination of the Term for any reason, the Executive shallnot, directly or indirectly, engage in or have any interest in any soleproprietorship, partnership, corporation or business or any other person orentity (whether as an executive, officer, director, partner, agent, securityholder, creditor, consultant or otherwise) that directly or indirectly (orthrough any affiliated entity) engages in competition with the Employer                      (for this purpose, any businessthat engages in information technology consulting services or products similarto those services or products offered by the Employer and which is activelysoliciting the operating units of the clients doing business with Employer atthe time of termination of the Agreement shall be deemed to be in competitionwith the Employer provided that such services or products constitute at leastfive percent (5%) of the gross revenues of the Employer at the time oftermination of the Agreement); provided that such provision shall not apply tothe Executive’s ownership of or the acquisition by the Executive, solely as aninvestment, of securities of any issuer that are registered under Section 12(b)or 12(g) of the Exchange Act and that are listed or admitted for trading on anyUnited States national securities exchange or that are quoted on the NASDAQStock Market, or any similar system or automated dissemination of quotations ofsecurities prices in common use, so long as the Executive does not control,acquire a controlling interest in or become a member of a group which exercisesdirect or indirect control or, more than five percent (5%) of any class ofcapital stock of such corporation.

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**b)**             Nondisclosure.  During the Term and for a two (2) yearperiod after the termination of the Term for any reason, the Executive shallnot at any time divulge, communicate, use to the detriment of or for thebenefit of any other person or persons, or misuse in any way, any ConfidentialInformation (as hereinafter defined) pertaining to the business or theEmployer.  Any Confidential Informationor data now or hereafter acquired by the Executive with respect to the businessof the Employer (which shall include, but not be limited to, informationconcerning the Employer’s financial condition, prospects, technology,customers, suppliers, sources of leads and methods of doing business) shall bedeemed a valuable, special 

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**and unique asset of the Employer that is received by theExecutive in confidence and as a fiduciary, and Executive shall remain afiduciary to the Employer with respect to all such information.  For purposes of this Agreement,“Confidential Information” means information disclosed to the Executive orknown by the Executive as a consequence of or through his employment by theEmployer (including information conceived, originated, discovered or developedby the Executive) prior to or after the date hereof, and not generally know,about the Employer or its or their respective businesses.  Notwithstanding the foregoing, nothingherein shall be deemed to restrict the Executive from disclosing ConfidentialInformation that the Executive clearly demonstrates was or became generallyavailable to the public other than as a result of disclosure by the Executive.**

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**c)**              Non-solicitation of Employees andClients.  During the Termand for a one (1) year period after the termination of the Term for any reason,the Executive shall not directly or indirectly, for himself or for any otherperson, firm, corporation, partnership, association or other entity, other thanin connection with the performance of Executive’s duties under this Agreement,(i) solicit for employment or attempt to employ or enter into any contractualarrangement with any employee or former employee or independent contractor ofEmployer, unless such employee or former employee or former independentcontractor, has not been employed by Employer for a period in excess of six (6)months, (ii) call on or solicit any of the operating units of the clients doingbusiness with Employer as of the termination of the Term for any reason onbehalf of any person or entity in connection with any business competitive withthe business of Employer, and/or (iii) make known the names and addresses ofsuch customers (unless the Executive can clearly demonstrate that suchinformation was or became generally available to the public other than as aresult of a disclosure by the Executive.

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**d)**             Ownership of Developments.  All copyrights, patents, trade secrets, orother intellectual property rights associated with any ideas, concepts,techniques, inventions, processes, or works of authorship developed or createdby Executive during the course of performing work for Employer or its customers(collectively, the “Work Product”) shall belong exclusively to Employer andshall, to the extent possible, be considered a work made by the Executive forhire for Employer within the meaning of Title 17 of the United StatesCode.  To the extent the Work Productmay not be considered work made by the Executive for hire for Employer, theExecutive agrees to assign, and automatically assign at the time of creation ofthe 

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**Work Product, without any requirement of furtherconsideration, any right, title, or interest that Executive may have in suchWork Product.  Upon the request ofEmployer, the Executive shall take such further actions, including executionand delivery of instruments of conveyance, as may be appropriate to give fulland proper effect to such assignment.**

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**e)**              Books and Records.  All books, records, and accounts relating inany manner to the customers of Employer, whether prepared by the Executive orotherwise coming into the Executive’s possession, shall be the exclusiveproperty of Employer and shall be returned immediately to Employer ontermination of the Executive’s employment hereunder or on Employer’s request atany time.

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**f)**                Acknowledgment by Executive. The Executiveacknowledges and confirms that (i) the restrictive covenants contained in thisSection 6(f) are reasonably necessary to protect the legitimate businessinterest of Employer including the legitimate interests of the Employer, and(ii) the restrictions contained in this Section 6(f) (including withoutlimitation the length of the term of the provisions of this Section 6(f) arenot over broad, over long, or unfair and are not the result of overreaching,duress or coercion of any kind.  TheExecutive further acknowledges and confirms that his full, uninhibited andfaithful observance of each of the covenants contained in this Section 6(f)will not cause him any undue hardship, financial or otherwise, and thatenforcement of each of the covenants contained herein will not impair hisability to obtain employment commensurate with his abilities and on terms fullyacceptable to him or otherwise to obtain income required for the comfortablesupport of him and his family and the satisfaction of the needs of hiscreditors.  The Executive acknowledgesand confirms that his special knowledge of the business of the Employer is suchas would cause Employer serious injury or loss if he were to use such abilityand knowledge to the benefit of a competitor or were to compete with theEmployer in violation of the terms of this Section 6(f).  The Executive further acknowledges that therestrictions contained in this Section 6 are intended to be, and shall be, forthe benefit of and shall be enforceable by, Employer’s successors and assigns.

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**g)**             Reformation by Court.  In the event that a court of competentjurisdiction shall determine that any provision of this Section 6 is invalid ormore restrictive than permitted under the governing law of such jurisdiction,then only as to enforcement of this Section 6 within the jurisdiction of suchcourt, such provision shall be interpreted and enforced as if it provided forthe maximum restriction permitted under such governing law.

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**h)**             Extension of Time.  If the Executive shall be in violation ofany provision of this Section 6 then each time limitation set forth in thisSection 6 shall be extended for a period of time equal to the period of timeduring which such violation or violations occur.  If Employer seeks injunctive relief from such violation in anycourt, then the covenants set forth in this Section 6 shall be extended for aperiod of time equal to the pendency of such proceeding including all appeals bythe Executive.

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**i)**                 Survival.  The provisions of this Section 6 shallsurvive the termination of this Agreement, as applicable.

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**7)**              Disability.  If during the Term Executive is unable toperform his services by reason of illness or incapacity, for a period of sixty(60) consecutive days or three (3) months out of any six (6) month period.  Employer may, at its option, upon writtennotice to Executive, terminate the Term and his employment hereunder.  In the event of disability of the Executiveas defined in this Section 7, employer shall continue to pay seventy-fivepercent (75%) of Executive’s then current salary and benefits for the lesser ofone (1) year or the remainder of the Term.

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**8)**              Termination for Cause.

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**a)**              Employer shall have the right toterminate the Term and the Executive’s employment hereunder for Cause (asdefined below).  Upon any terminationpursuant to this Section 8, Employer shall pay to the Executive any unpaidAnnual Base Salary through the effective date of termination specified in suchnotice.  Employer shall have no furtherliability hereunder (other than for reimbursement for reasonable businessexpenses incurred prior to the date of termination, subject, however, to theprovisions of Section 5(a)).

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**b)**             For purposes hereof, the term“Cause” shall mean the Executive’s conviction of a felony, the Executive’spersonal dishonesty directly affecting the Employer, willful misconduct (whichshall require prior written notice to the Executive from the Board unless notcurable or such misconduct is materially injurious to Employer), breach of afiduciary duty involving personal profit to the Executive or intentionalfailure to substantially perform his duties after written notice to theExecutive from the Board (and a reasonable opportunity to cure such failure)that, in the reasonable judgment of the Board, the Executive has failed toperform specific duties.

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**9)**              Termination Without Cause.

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**a)**              At any time Employer shall have theright to terminate the Term and the Executive’s employment hereunder by writtennotice to the Executive.  Anydemotion resulting in a materialadverse change in the duties, responsibilities or role, or reportingrelationships of the Employee shall be treated as a termination without causeof the Executive.  If the Executive is alicensed professional, e.g., Certified Public Accountant or attorney-at-law,then any situation where the Executive is asked to take, certify or sanctionany course of action which such licensed professional Executive is prohibitedfrom doing by his/her profession’s rules, regulations, or code of ethics andsuch action or refusal to take such action in any way leads to the Executive’stermination or resignation, then such termination shall be treated as aTermination Without Cause or Termination for Good Reason as defined herein.

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**Upon any termination pursuant tothis Section 9 (that is not a termination under any of Sections 7, 8, or 10),Employer shall continue to pay (through Employer’s regularly scheduled payroll)to the Executive (A) the Annual Base Salary at the date of termination foreight (8) months and (B) pay, within forty-five (45) days of the last day ofemployment, any earned Performance Bonus prorated as of the date of termination.   Employer shall also continue to paythe Employer portion of premiums for the same or substantially similar WelfareBenefits and the Executive shall be entitled to the other benefits set forth inSection 5(b) and (e) for the remainder of the Term.  In the event such entitlement is not allowed by law, theExecutive shall be entitled to the cash equivalent of that benefit.**

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**b)**             The Options and any previouslygranted or subsequently granted incentive stock options shall immediately vestand be exercisable pursuant to the terms of the Plan and the Stock Option AwardAgreement, all non-qualified stock options that have not vested as of the dateof the termination, shall expire, and all non-qualified stock options that havevested shall be exercisable pursuant to the terms of the Plan and the StockOption Award Agreement. Said vested stock options shall be exerciseable and maybe sold by Executive subject to no restrictions by Employer (other than thoseimposed by the Employer’s then current insider trading policy or by federal andstate securities laws).

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**c)**              The Employer shall have no furtherliability hereunder (other than for reimbursement for reasonable businessexpenses incurred prior to the date of termination,

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**subject, however, to the provisions of Section 5(a).  The Executive shall be entitled to receiveall severance payments and benefits hereunder regardless of any futureemployment undertaken by the Executive.**

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**10)**        Termination by Executive.

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**a)**              The Executive shall at all timeshave the right upon thirty (30) days prior written notice to Employer, toterminate the Term and his employment hereunder.

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**b)**             Upon any termination pursuant tothis Section 10 by the Executive without Good Reason (as defined below),  Employer shall pay to the Executive anyunpaid Annual Base Salary through the effective date of termination specifiedin such notice.  Employer shall have nofurther liability hereunder (other than for reimbursement for reasonablebusiness expenses incurred prior to the date of termination, subject, however,to the provisions of Section 5(a)).

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**c)**              Upon any termination pursuant tothis Section 10 by the Executive for Good Reason, Employer shall pay to theExecutive the same amounts that would have been payable by Employer to theExecutive under Section 9 of this Agreement as if the Executive’s employmenthad been terminated by Employer without Cause. Employer shall have no further liability hereunder (other than forreimbursement for reasonable business expenses incurred prior to the date oftermination, subject, however, to the provisions of Section 5(a)).

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**d)**             For purposes of this Agreement,“Good Reason” shall mean:

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**i)**                                         the assignment to theExecutive of any duties inconsistent in any material respect with theExecutive’s position (including status, offices, titles and reportingrequirements), authority, duties or responsibilities as contemplated by Section3 of this Agreement, or any other action by Employer which results in amaterial diminution in such position, authority, duties or responsibilities,excluding for this purpose an isolated, insubstantial and inadvertent actionnot taken in bad faith and which is remedied by Employer promptly after receiptof notice thereof given by the Executive.

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**ii)**                                      any failure byEmployer to comply with any of the material provisions of Section 4 of thisAgreement, other than an isolated, insubstantial and inadvertent failure notoccurring in bad faith and which is remedied by Employer promptly after receiptof notice thereof given by the Executive; or

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**iii)**                                   in the event that (A)a Change in Control (as defined in Section 4 hereof) in Employer shall occurduring the Term and (B) prior to the earlier of the expiration of the Term andsix (6) months after the date of the Change in Control, the Term andExecutive’s employment with Employer is terminated by Employer, or new employeras the case may be, without Cause, as defined in Section 9(b) (and other thanpursuant to Section 7 by reason of the Executive’s death or the Executive’sdisability) or the Executive terminates the Term and his employment for GoodReason, as defined in Section 11(d)(i) or (ii).

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**11)**        Waivers.  It is understood that either party may waivethe strict performance of any covenant or agreement made herein; however, anywaiver made by a party hereto must be duly made in writing in order to beconsidered a waiver, and the waiver of one covenant or agreement shall not beconsidered a waiver of any other covenant or agreement unless specifically inwriting as aforementioned.

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**12)**        Savings Provisions.  The invalidity, in whole or in part, of anycovenant or restriction, or any section, subsection, sentence, clause, phraseor word, or other provisions of this Agreement, as the same may be amended fromtime to time shall not affect the validity of the remaining portions thereof.

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**13)**        Governing Law.  This Agreement shall be construed inaccordance with and governed by the laws of the State of Texas without givingeffect to its choice of law provision.

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**14)**        Notices.  If either party desires to give notice tothe other in connection with any of the terms and provisions of this Agreement,said notice must be in writing and shall be deemed given when (a) delivered byhand (with written confirmation of receipt); (b) sent by facsimile (withwritten confirmation of receipt), provided that a copy is mailed by registeredmail, return receipt requested, or (c) when received by the addresses, if sentby a nationally recognized overnight delivery service) receipt requested), ineach case addressed to the party for whom it is intended as follows (or suchother addresses as either party may designate by notice to the other party, atthe Parent Employer’s or Employer’s then principal executive offices):

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**If to Employer:**                                                                  enherent Corp.

**80 Lamberton Road**

**Windsor, CT 06095**

**Attn:  Clifford Dickman**

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**If to Executive:**                                                                 Robert D. Merkl

**5419 Ashleigh Road**

**Fairfax, VA  22030**

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**15)**        Default.  In the event either party defaults in theperformance of its obligations under this Agreement, the non-defaulting partymay, after giving 30 days’ notice to the defaulting party to provide areasonable opportunity to cure such default, proceed to protect its rights bysuit in equity, action or law, or, where specifically provided for herein, byarbitration, to enforce performance under this Agreement or to recover damagesfor breach thereof, including all costs and attorneys’ fees, whether settledout of court, arbitrated, or tried (at both trial and appellate levels).

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**16)**        No Third Party Beneficiary.  Nothing expressed or implied in thisAgreement is intended, or shall be construed, to confer upon or give any personother than Employer, the parties hereto and their respective heirs, personalrepresentatives, legal representatives, successors and assigns, any rights orremedies under or by reason of this Agreement.

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**17)**        Waiver of Jury Trial.  All parties knowingly waive their rights torequest a trial by jury in any litigation in any court of law, tribunal orlegal proceeding involving the parties hereto or any disputes arising out of orrelated to this Agreement.  Anycontroversy of claim arising out of this Agreement, its enforcement orinterpretation, or alleged breach default or misrepresentation in connectionwith any of its provisions, shall be submitted to binding arbitration beforeJAMS-Endispute in accordance with its rules and procedures for arbitration ofemployment disputes.  The costs ofarbitration, including but not limited to, the filing fees, shall be paid forby the Employer.  The Employer shallalso be responsible for payment of its own attorneys’ fees and shall pay theattorney’s fees of the Employee up to a maximum of twenty-five thousand dollars($25,000.00).

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**18)**        Successors.  This Agreement shall inure to the benefit ofand be binding upon the Executive and the Executive’s assigns, heirs,representatives or estate.

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**19)**        Indemnification.  In the event of a lawsuit, such as but notlimited to a shareholder suit, after Executive’s departure from the Employer,or termination of this Agreement for Cause or Termination without Cause, theEmployer shall reimburse, the Executive from all reasonable travel costs andout-of-pocket expenses incurred by Executive in assisting in the defense ofsuch post-employment suit.  In addition,the Employer shall to the fullest extent allowed under its Amended and RestatedCertificate of Incorporation and to the fullest extent permitted by lawindemnify, defend and hold harmless Executive form any reasonable legal feesincurred in Executive’s assistance in the defense of or damages awarded againstExecutive from such post-employment lawsuit.

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**20)**        Press Releases.  The executive will be given the opportunityto review and comment upon any press release announcing his departure from theEmployer.  Employer shall not beobligated to withdraw or revise such press release as a result of theExecutive’s comments.

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**IN WITNESS WHEREOF, by its appropriate officer, signed thisAgreement and Executive has signed this Agreement, as or the day and year firstabove written.**

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|   | **AGREED  TO BY:** |                | **AGREED  TO BY:** |                                                      |
|--------|--------------------|---------------------|--------------------|-----------------------------------------------------------|
|   |               |                |               |                                                      |   |
|   | **Executive**      | **Robert D. Merkl** |               | **enherent  Corp.**                                       |   |
|   |               |                |               | **Irwin  Sitkin**                                         |   |
|   |               |                |               | **Chairman,  Compensation Committee  Board of Directors** |
|   |               |                |               |                                                      |   |
|   |               |                |               |                                                      |
|   | **By:**            |                |               | **By:**                                                   |   |   |
|   |               |                |               |                                                      |
|   | **Date:**          |                |               | **Date:**                                                 |   |   |
|        |                    |                     |                    |                                                           |  |  |  |  |  |  |

 

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