**EMPLOYMENT AGREEMENT**

 

             THISEMPLOYMENT AGREEMENT (the “Agreement”) is executed this 1st day ofNovember, 2000 by and between **enherent Corp.(fka PRT Group Inc.),** a Delaware corporation, with its principalplace of business at 12300 Ford Rd., Suite 450, Dallas, Texas, 75234, with allof its direct and indirect subsidiaries, (the “Employer”) and **Robert D. Merkl,** an individual residing at5419 Ashleigh Road, Fairfax, Virginia 22030 (the “Executive”).

**             RECITALS:**

             A.         Employeris a global information technology services company.

             B.          TheExecutive is experienced in the information technology services industry and isdesirous of becoming an executive for the Employer or the Executive has been anemployee of the Employer and as a result of promotion or assumption of additionalresponsibilities has been awarded the enhanced employment terms set out herein.

             C.          Employerbelieves the Executive will contribute to the growth and profitability of theEmployer and desires to employ the Executive as the Vice President, ServiceDelivery responsible for the Service Delivery organization in the United Statesand Barbados, West Indies.

             D.         Employeragrees that it shall not require Executive to engage in any conduct, whichwould violate any of the Executive’s post-termination obligations toExecutive’s former employer arising under this Agreement.

             E.          TheExecutive is willing to make his services available to Employer on the termsand conditions hereinafter set forth.

**AGREEMENT:**

             Therefore,in consideration of the premises, mutual covenants and agreements of theparties contained herein, and other good and valuable consideration, thereceipt and adequacy of which is hereby acknowledged, Employer and theExecutive hereby agree as follows:
          1)          Employment.  Commencing on November 1, 2000 (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.

             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 November 1, 2002.  The Term of this Agreement shall betwenty-four (24) months and shall not be further extended without the mutualwritten consent of the parties.  Aftercompletion of the term, Executive’s employment will be on an at-will basisunless otherwise agreed in writing by the parties.

             3)          Duties:  The Executive will serve as the **Vice President, Service Delivery** of the Employerand the Executive shall have the primary responsibility to manage and directthe day-to-day business of the Service Delivery  business unit.  Inaddition, Executive will be responsible for establishing current and long-rangeobjectives, plans, and policies subject to the approval of the Executive VicePresident/GM North Area. The Executive shall perform such duties as may bereasonably assigned to him by the EVP/GM. With the consent of the EVP/GM, the Executive may (i) devote areasonable amount of time and effort to charitable, industry or communityorganizations, and (ii) subject further to the provisions of Section 6, theExecutive may serve as a director of other companies.

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

                           a)          Salary.  Executive shall be paid an annual salary ofone hundred thirty-five thousand dollars (**$135,000**)(the “Annual Base Salary”), to be distributed in equal periodic semi-monthlyinstallments according to Employer’s customary payroll practices.  Nothing contained herein shall be construedto prevent Employer from increasing Executive’s Annual Base Salary more oftenthan annually.  The Annual Base Salarywill be reviewed annually by the EVP/GM and increased (but not decreased) ifthe EVP/GM, in his discretion, determines an increase to be appropriate, basedon the types of factors the EVP/GM usually takes into account in reviewingexecutive level salaries, including, but not limited to, cost-of-livingfactors.
                           b)          Annual Incentive Compensation.  Employer will provide the Executive with atarget bonus opportunity of at least forty- percent (40%) of Annual Base Salary(the “Performance Bonus”) under the annual incentive award plan. ThePerformance Bonus will be paid to Executive no later than March 1stof the next year.  Performance Bonusrequirements will be agreed to in writing by the parties and attached hereto asExhibit 2.

                           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.

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

                                        i)           Stock Options.  Executive will be eligible to participate inthe Employer Stock Option Plan (“Plan”). All Options are subject to the termsof the Plan; provided, however, in the event of a Termination without Cause ofthe Executive’s employment by the Employer all stock options granted shallimmediately vest and be exerciseable as per the terms of Section 9 (b) below.All Options will vest in three (3) equal annual installments of one-third (1/3)each beginning one (1) year from their respective grant date. A copy of thePlan is attached hereto as Exhibit 1. If Executive was an employee of Employer prior to the Effective Date andhas already been granted stock options, all of Executive’s stock options shallhave the same terms as the Options granted hereunder.

                                        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 granted hereunder this Award that are outstanding at the time of suchChange in Control shall become immediately exercisable in full, without regardto the years that have elapsed from the date of grant, and, at the option ofthe Compensation Committee of the Board of Directors, such Options may becancelled in exchange for a cash payment or a replacement award of equivalentvalue.  For purposes of this Award aswell as this Agreement, a “Change in Control” of Employer shall occur upon thehappening of the earliest to occur of the following:

                                                     (a)         any “person” as such term is used inSections 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 voting powerof enherent Corp.’s then outstanding voting securities;
                                                     (b)        during any period of not more than two(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;

                                                     (c)         the stockholders of Employer approve amerger or consolidation of Employer with any other corporation, other than (A)a merger or consolidation which would result in the voting securities ofEmployer outstanding immediately prior thereto continuing to represent (eitherby remaining outstanding without conversion or by being converted into votingsecurities of the surviving or parent entity) fifty one (51%) or more of thecombined voting power of the voting securities of Employer or such surviving orparent entity outstanding immediately after such merger or consolidation or (B)a merger or consolidation effected to implement a recapitalization of enherentCorp. (or similar transaction) in which no “person” (as hereinabove defined)acquires fifty-one (51%) or more of the combined voting power of enherentCorp.’s then outstanding securities; or

                                                     (d)        the stockholders of the Employer approvea plan of complete liquidation of the Employer or an agreement for the sale ordisposition by the Employer of all or substantially all of the Employer’sassets (or any transaction having a similar effect).
             5)          Expense Reimbursement and OtherBenefits.

                           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.

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

                           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 future options and terms and conditions of optionsshall be determined in the sole discretion of the Board, or applicablecommittee thereof, and shall be based on several factors, including theperformance of the Employer.

                           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.

                           e)          Retirement Plan. Executive iseligible to participate in the Employer’s 401(k) Savings Plan the first day ofthe month coinciding with, or following employment with Employer.  The. Employer has a provision enabling amatch of 100% of the first 3% of employee contributions.             6)          Restrictions.
                           a)          Non-competition.  During the Term and for a one (1) yearperiod after the termination of the Term and for any reason, the Executiveshall not, 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 (forthis purpose, any business that engages in information technology consultingservices or products similar to those services or products offered by theEmployer and which is actively soliciting the operating units of the clientsdoing business with Employer at the time of termination of the Agreement shallbe deemed to be in competition with the Employer provided that such services orproducts constitute at least five percent (5%) of the gross revenues of theEmployer at the time of termination of the Agreement); provided that suchprovision shall not apply to the Executive’s ownership of or the acquisition bythe Executive, solely as an investment, of securities of any issuer that areregistered under Section 12(b) or 12(g) of the Exchange Act and that are listedor admitted for trading on any United States national securities exchange orthat are quoted on the NASDAQ Stock Market, or any similar system or automateddissemination of quotations of securities prices in common use, so long as theExecutive does not control, acquire a controlling interest in or become amember of a group which exercises direct or indirect control or, more than fivepercent (5%) of any class of capital stock of such corporation.

                           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 and unique asset of the Employer that is received bythe Executive 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.
                           c)          Non-solicitation of Employees andClients.  During the Term and for aone (1) year period after the termination of the Term for any reason, theExecutive 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.

                           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 Work Product, without any requirement of further consideration, any right,title, or interest that Executive may have in such Work Product.  Upon the request of Employer, the Executiveshall take such further actions, including execution and delivery ofinstruments of conveyance, as may be appropriate to give full and proper effectto such assignment.

                           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.
                           f)           Acknowledgment by Executive.The Executive acknowledges and confirms that (i) the restrictive covenantscontained in this Section 6(f) are reasonably necessary to protect thelegitimate business interest of Employer including the legitimate interests ofthe Employer, and (ii) the restrictions contained in this Section 6(f)(including without limitation the length of the term of the provisions of thisSection 6(f) are not over broad, over long, or unfair and are not the result ofoverreaching, duress or coercion of any kind. The Executive further acknowledges and confirms that his full,uninhibited and faithful observance of each of the covenants contained in thisSection 6(f) will not cause him any undue hardship, financial or otherwise, andthat enforcement 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.

                           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.

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

             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.

             8)          Termination for Cause.

                           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)).

                           b)          For purposes hereof, the term “Cause”shall mean the Executive’s conviction of a felony, the Executive’s personaldishonesty directly affecting the Employer, willful misconduct (which shallrequire prior written notice to the Executive from the President 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 President (and a reasonable opportunity to cure suchfailure) that, in the reasonable judgment of the President, the Executive hasfailed to perform specific duties.

             9)          Termination Without Cause.

                           a)          At any time Employer shall have theright to terminate the Term and the Executive’s employment hereunder by writtennotice to the Executive.  Any demotionresulting in a material adverse change in the duties, responsibilities or role,or reporting relationships of the Employee shall be treated as a terminationwithout cause of the Executive.  If theExecutive is a licensed professional, e.g., Certified Public Accountant orattorney-at-law, then any situation where the Executive is asked to take,certify or sanction any course of action which such licensed professionalExecutive is prohibited from doing by his/her profession’s rules, regulations,or code of ethics and such action or refusal to take such action in any wayleads to the Executive’s termination or resignation, then such terminationshall be treated as a Termination Without Cause or Termination for Good Reasonas defined herein.
                           Uponany termination pursuant to this Section 9 (that is not a termination under anyof Sections 7, 8, or 10), Employer shall continue to pay (through Employer’sregularly scheduled payroll) to the Executive (A) the Annual Base Salary at thedate of termination for the one (1) year and (B) pay (within forty-five (45)days of the last day of employment) any earned Performance Bonus prorated as ofthe date of termination.    Employershall also continue to pay the premiums for the same or substantially similarWelfare Benefits and the Executive shall be entitled to the other benefits setforth in Section 5(b), (d) and (e) for the remainder of the Term.  In the event such entitlement is not allowedby law, the Executive shall be entitled to the cash equivalent of that benefit.

                           b)          The Options and any previously grantedor subsequently granted stock options shall immediately vest upon a Terminationwithout Cause and shall be exerciseable and may be sold by Executive subject tono restrictions by Employer (other than those imposed by the Employer’s thencurrent insider trading policy or by federal and state securities laws).

                           c)          The 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).  TheExecutive shall be entitled to receive all severance payments and benefitshereunder regardless of any future employment undertaken by the Executive.

             10)        Termination by Executive.

                           a)          The Executive shall at all times havethe right upon thirty (30) days prior written notice to Employer, to terminatethe Term and his employment hereunder.

                           b)          Upon any termination pursuant to thisSection 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)).
                           c)          Upon any termination pursuant to thisSection 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)).

                           d)          For purposes of this Agreement, “GoodReason” shall mean:

                                        i)           the assignment to the Executive ofany duties inconsistent in any material respect with the Executive’s position(including status, offices, titles and reporting requirements), authority,duties or responsibilities as contemplated by Section 3 of this Agreement, or anyother action by Employer which results in a material diminution in suchposition, authority, duties or responsibilities, excluding for this purpose anisolated, insubstantial and inadvertent action not taken in bad faith and whichis remedied by Employer promptly after receipt of notice thereof given by theExecutive.

                                        ii)          any failure by Employer to comply withany of the material provisions of Section 4 of this Agreement, other than anisolated, insubstantial and inadvertent failure not occurring in bad faith andwhich is remedied by Employer promptly after receipt of notice thereof given bythe Executive; or

                                        iii)         in the event that (A) a Change inControl (as defined in Section 4 hereof) in Employer shall occur during theTerm and (B) prior to the earlier of the expiration of the Term and six (6)months after the date of the Change in Control, the Term and Executive’semployment with Employer is terminated by Employer, or new employer as the casemay be, without Cause, as defined in Section 9(b) (and other than pursuant toSection 7 by reason of the Executive’s death or the Executive’s disability) orthe Executive terminates the Term and his employment for Good Reason, asdefined in Section 11(d)(i) or (ii).

             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.
             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.

             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.

             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):
  If  to Employer:enherent  Corp.     12300  Ford Rd., Suite 450     Dallas,  TX 75234     Attention:  Jack D. Mullinax          If  to Executive:Robert  D. Merkl     5419  Ashleigh Road     Fairfax,  VA  22030  
             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).
             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.

             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).

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

             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.
             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.

             INWITNESS WHEREOF, by its appropriate officer, signed this Agreement andExecutive has signed this Agreement, as or the day and year first abovewritten.
 AGREED  TO BY: AGREED  TO BY:     Executive   Robert  D. Merkl enherent  Corp.   Jack  D. Mullinax   CFO  & EVP Corp. Services     By: By:     Title:   Date:   Date: