**Exhibit 10.1****EMPLOYMENT AGREEMENT****THIS EMPLOYMENT AGREEMENT**(“Agreement”) dated as of the 1st day of April, 2006 (the “EffectiveDate”) is made and entered into by and between enherent Corp. , and its affiliates,associated companies, subsidiaries, parent, divisions or related entities (collectively “Company”),a Delaware corporation, having a principal place of business at 192 Lexington Avenue, New York, NewYork 10016 and Lori L. Stanley (“Employee”), an individual residing at 525 East Washington Avenue,Woodbridge, New Jersey, 07095.1. **TITLE.**The Company hereby employs Employee, as general counsel (“GC”). Employee will bebased in the metropolitan New York/New Jersey area. The Company will provide Employee with anoffice and appropriate computer and communications at its offices in that area and Employeehereby accepts employment in such capacity and subject to the conditions set forth in thisAgreement. 2. **TERM.**The initial term of this Agreement is for one (1) year, commencing on the EffectiveDate reflected above (the “Initial Term”). This Agreement shall automatically renew forsubsequent one-year terms, unless and until terminated by either party in accordance with theprovisions of Section 8. The entire period this Agreement remains in effect is referred to asthe “Employment Period”.   It is expressly understood and agreed that any changes in the Employee’scompensation,duties, location or title will not invalidate this Agreement. At the option of the parties,such changes may be incorporated into an “Addendum” to this Agreement. Failure toso incorporate such changes will not affect the validity of, or the enforceability of, theother terms herein. 3. **COMPENSATION.**The Company shall pay to Employee the following compensation, subject toapplicable withholdings, for all the services to be rendered by Employee in any capacity: a. **Base salary.**An initial gross salary at the rate of $175,000 per year (annualbase salary) payable on a semi-monthly basis or in accordance with Company’s thencurrent policies and procedures, less all applicable and required federal, state, localand authorized deductions.  b. **Paid Time Off.**Employee shall be entitled to receive fifteen (15) days paidvacation each year, and to six (6) personal and sick days. Otherwise, entitlement toand use of such paid time off shall be in accordance with the Company’s EmployeeHandbook.  c. **Incentive Compensation.**In addition to base salary, Employee shall be eligiblefor a bonus of up to ten percent (10%) of base salary, pursuant to the Company’sManagement Incentive Plan. The accrual and extent of such bonus, as established at thesole discretion of the Company, shall be based on personal and Company goals.  d. **Benefits.**Employee shall be eligible for the Company’s benefits during theEmployment Period in accordance with the terms of any employee plans, policies,
 

 
   and practices of the Company applicable to executive employees generally, which mayinclude retirement program, 401(k), defined benefits and cafeteria plans, a group lifeinsurance plan, salary continuation program for a surviving spouse of key employees,disability plan for key employees, medical and health plans, vacation policies and otherpresent or equivalent successor plans and practices of the Company for which officers,or dependents and beneficiaries, generally are eligible, and to all payments or otherbenefits under any such plan or practice after the period of employment as a result ofparticipation in such plan or practice during the Employment Period.4. **JOB DESCRIPTION AND DUTIES.**A copy of the GC job description is attached to this Agreement.Employee shall perform such work as may be required of Employee by Company in accordance withthe job description, as well as the instructions, directions and control of Company and atsuch reasonable time and places as Company may determine. At all times during the EmploymentPeriod, Employee shall strictly adhere to all the rules and regulations that have been or thatmay hereafter be established by Company for the conduct of its employees and further, Employeeshall strictly adhere to all the provisions of the Company’s handbook(s). 5. **BACKGROUND CHECK.**Employee hereby consents to the conducting of a background check byCompany and/or Company’s broker, customer and/or client to the full extent permitted by law.Such a background check may include, but shall not be limited to, a judgment and publiccriminal record check, fingerprinting, and drug and/or alcohol screening. The Employee agreesnot to hold Company and/or its broker(s), customer(s) and/or client(s) liable for any claimsin connection with such checking or testing or the reporting of the results thereof toCompany. 6. **BUSINESS ACTIVITY.**Employee shall devote full and complete attention and energies to thebusiness of Company, and shall not during the term of this Agreement be engaged in any otherbusiness activity, whether or not such business activity is pursued for gain, profit or otherpecuniary advantage and whether or not said other business activity is directly, indirectly orunrelated to the business activity of Company, without the express written consent of Company.However, this shall not be construed as preventing Employee from investing Employee’s assetsin such form or manner as will not require any services on Employee’s part in the operation ofthe affairs of the companies in which such investments are made; provided, however, that anyinvestment in any non-public companies shall not be in companies having allied or relatedbusiness activities to Company. 7. **EXPENSES.**The Company will reimburse Employee for reasonable and customary expenses incurredby Employee in the course of this employment provided that such expenses are reimbursable byCompany policy, and further, that such expenses are authorized by Company and an accounting ismade to Company, in accordance with the procedures of Company. 8. **TERMINATION.**The Employment Period shall be terminated:
2

 
 a. by either party giving written notice of non-renewal of this Agreement, inaccordance with paragraph 19, at least thirty (30) days prior to the expiration of ayearly term; the Agreement will terminate as of the term’s expiration date; anon-renewal shall not be deemed termination without cause pursuant to Section 8c below;  b. at the time of the death or retirement of Employee, or the Agreement may beterminated by Company if Employee shall fail to render the services provided forhereunder for a continuous period of sixty (60) days because of Employee’s physical ormental disability;  c. by (i) the Company without Cause; or  (ii) the Employee for Good Reason; “Good Reason” shall mean theassignment to the Employee of any duties inconsistent in any material respectwith the Employee’s position (including status, offices, titles and reportingrequirements), authority, duties or responsibilities as contemplated by Section4 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 Employee; or  (iii) a Change in Control of the Company that occurs more than sixtydays prior to the expiration of a yearly term or within six months after theChange in Control, and that results in a material change in compensation,duties, title, or transfer to a location greater than fifty miles from theEmployee’s residence, during a yearly term of this Agreement; “Change ofControl” shall mean a direct or indirect change in the ownership or control ofENHERENT by purchase, merger, consolidation, reorganization, lease, exchange,transfer or sale of all the assets or outstanding stock of the ENHERENT (in onetransaction or a series of transactions) or taking ENHERENT private or anyother business transaction involving ENHERENT or any combination of theforegoing transactions, any of which has the effect of causing a Change ofControl within the meaning of the Securities Exchange Act of 1934;in which case Employee shall be entitled to receive as severance an amount equal tosix (6) months of Employee’s then current base salary (less all applicable andrequired federal, state, local and authorized deductions), to be paid pursuant toCompany’s regular payroll schedule; or d. by the Company with Cause. For purposes of this Section 8, “Cause” shall mean:(a) Employee’s embezzlement, willful breach of fiduciary duty or fraud with regard toCompany or any of Company’s assets or businesses, (b) Employee’s conviction of, orpleading of guilty or nolocontendere, with regard to a felony (otherthan a traffic violation) or any other crime involving moral turpitude or involvingactivity related to the affairs of Company, or (c) any other breach by Employee of amaterial provision of the Employee Handbook or of this Agreement that, if capable ofbeing
3

 
   cured, remains uncured for thirty (30) days after written notice thereof is given toEmployee. If the breach is not curable, Company may terminate without notice. In theevent Company terminates the Employment Period for Cause, Company’s sole obligation isto pay Employee for that period actually worked by Employee, subject to any directfinancial loss to the Company resulting from Employee’s breach.9. **PROPRIETARY INFORMATION.**Employee recognizes and acknowledges that Company’s trade secrets,customer/broker/client lists, strategic plans, marketing plans, private processes, prospectivecustomer/broker/client lists, and staff and prospective staff lists are deemed to be theprivate and proprietary information of Company and are available, special, unique andsignificant proprietary assets of Company’s business. Employee will not either during orsubsequent to the Employment Period, in whole or in part, disclose such trade secrets,customer/broker/client lists, strategic plans, marketing plans, staff or prospective stafflists, prospective customer/broker/client lists or private processes to any person, firm,corporation, association or other entity for any reason or purpose whatsoever. In addition,Employee shall not make use of any of the above for Employee’s own purposes or for the benefitof any person, firm, corporation, or other entity other than Company under any circumstancesduring the Employment Period or subsequent to employment. 10. **NON-COMPETITION/NON-SOLICITATION.**Employee agrees that during the Employment Period and fora period of one (1) year thereafter (“Restrictive Period”), Employee will not directly orindirectly, or in any capacity, individually or in any corporation, firm, association or otherbusiness entity, compete or attempt to compete with Company, any parent, subsidiary, oraffiliate of Company, or any corporation merged into, or merged or consolidated with Company(a) by soliciting business from any customer, broker and/or client of Company with whichEmployee was involved (directly or indirectly) during the Employment Period, if such solicitedbusiness competes with the business of Company, or (b) inducing any personnel of Company toleave the service of Company, or by employing or contracting with any such personnel. Theprovisions of this Section 10 shall be construed as an Agreement independent of any otherprovision contained herein and shall be enforceable in both Law and Equity, including bytemporary or permanent Restraining Orders, notwithstanding the existence of any claim or causeof action by Employee against Company, whether predicated on this Agreement or otherwise.Notwithstanding the foregoing, if Company terminates Employee’s employment for conveniencehereunder, Company agrees that Employee may upon the termination of the Employment Period,perform services within the information technology industry, provided however thatEmployee does not compete with Company, (a) by soliciting directly or indirectly any Companyemployees, and/or (b) by soliciting directly or indirectly any new business from Company’sthen existing customers or Prospective Customers, during the Restrictive Period. “ProspectiveCustomer” means any entity that the Company is, or has been within the twelve (12) monthsprior to Employee’s termination, in the process of soliciting, negotiating with, or otherwisecommunicating with, for the purpose of providing goods or services. 11. **ASSIGNMENT OF RIGHTS TO COMPANY.**Employee hereby agrees to assign all rights, title, andinterest in all writings, products, inventions, discoveries, developments,
4

 
  improvements, ideas, technical notes, programs, specifications, computer or other apparatusprograms and related documentation, and other works of authorship, tangible and intangibleproperty, whether or not patentable, copyrightable or subject to other forms of protection,made, created, developed, discovered, written or conceived by Employee, solely or jointlywith another, in whole or in part, for either Company and/or Company’s customer(s),broker(s) and/or client(s) during the Employment Period, whether during or outside ofregular working hours, and to promptly deliver to Company all such tangible properties andwork products at the request of Company. Employee shall not be entitled to any compensationin addition to the amount set forth in Section 3 of this Agreement by reason of saidassignment. 12. **COMPANY PROPERTY.**Employee shall, upon termination of employment with Company, immediatelyreturn to Company all equipment and supplies of Company and all books, records, lists andother written, typed or printed materials, whether furnished by Company or prepared byEmployee, which contain any information relating to Company’s business or any of itscustomers, brokers and/or clients, and Employee agrees that Employee will neither make norretain copies of such materials after termination of employment. 13. **OFFSET.**Employee hereby authorizes Company, at any time, to offset and deduct against anyand all monies due to Employee by Company, whether for salary or other remuneration to thefull extent allowed by law, any and all monies owed by Employee to Company for any reasonwhatsoever, including, but not limited to the correction of payroll errors and/or advancedvacation time. 14. **NON-WAIVER.**The failure of either party to insist upon the performance of any of theprovisions of this agreement, or the waiver of any breach, shall not be construed as orconstitute a waiver of the rights granted in this Agreement with respect to any subsequentforbearance or breach. 15. **GOVERNING LAW AND JURISDICTION.**The sections of the Handbook entitled “ADR Clause” and“Applicable Law, Jurisdiction, and Venue” are incorporated into this Agreement. The Agreementshall be construed under and be governed in all respects by the internal laws, and not thelaws pertaining to choice or conflicts of laws, of the State of New York. 16. **SUCCESSORS AND INTEGRATION.**This Agreement shall be binding upon and inure to the benefit ofthe parties hereto and any successor to the business of Company, but neither the Agreement norany rights hereunder may be assigned, pledged or encumbered by Employee without the writtenconsent of Company.   This Agreement supersedes any prior agreements made between the parties, whether oral orwritten, and constitutes that final and entire agreement and understanding of the parties,all prior representations and agreements having been merged into this Agreement, and thisAgreement shall amend, restate and replace all prior employment agreements entered intobetween Company and Employee. No waiver or modification of this Agreement or of anycovenant, condition, or limitation shall be valid unless in
5

 
  writing and duly executed by the party to be charged therewith and no evidence of any waiveror modification shall be offered or received in evidence in any proceeding, arbitration orlitigation between the parties arising out of or affecting this Agreement, or the rights orobligations of the parties, unless such waiver or modification is in writing, and dulyexecuted, and the parties agree that the provisions of this Section 16 may not be waivedexcept as set forth in this Agreement. 17. **SEVERABILITY.**All agreements and covenants contained in this Agreement are severable, and inthe event any of them shall be held to be invalid by any competent court, this Agreement shallbe interpreted as if such invalid agreements or covenants were not contained in thisAgreement. 18. **AUTHORITY OF EMPLOYEE.**Employee hereby represents and warrants that the execution of thisAgreement by Employee and the performance of Employee’s duties and obligations in thisAgreement will not breach or be in conflict with any other agreement to which Employee is aparty or by which Employee is bound, and that Employee is not now subject to any covenantagainst competition or similar covenant which would affect the performance of Employee’sduties in this Agreement except for any obligations that Employee discloses to Company uponsigning this Agreement. Employee hereby agrees to indemnify Company for all claims arising outor related to Employee’s breach of this Section 18. 19. **WRITTEN COMMUNICATIONS.**This Agreement may not be changed, modified or terminated orally.Any offer, notice, or request or other communication hereunder shall be in writing and shallbe deemed to have been duly delivered if hand or mailed by registered or certified mail,return receipt requested, addressed to the respective address of each party, or to such otheraddress as each party may designate by notice:       If to Company: enherent Corp.