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                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (the "Agreement") is executed this 1st day of
November, 2000 by and between enherent Corp. (fka PRT Group Inc.), a Delaware
corporation, 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 George Warman, an individual residing at 2816 Bitterroot Court,
Plano, TX 75025 (the "Executive").

      RECITALS:

A.    Employer is a global information technology services company.

B.    The Executive is experienced in the information technology services
      industry and is desirous of becoming an executive for the Employer or the
      Executive has been an employee of the Employer and as a result of
      promotion or assumption of additional responsibilities has been awarded
      the enhanced employment terms set out herein.

C.    Employer believes the Executive will contribute to the growth and
      profitability of the Employer and desires to employ the Executive as the
      Vice President and Controller of the Employer.

D.    Employer agrees that it shall not require Executive to engage in any
      conduct, which would violate any of the Executive's post-termination
      obligations to Executive's former employer arising under this Agreement.

E.    The Executive is willing to make his services available to Employer on the
      terms and conditions hereinafter set forth.

      AGREEMENT:

      Therefore, in consideration of the premises, mutual covenants and
agreements of the parties contained herein, and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged,
Employer and the Executive hereby agree as follows:

      1.    Employment. Commencing on November 1, 2000 (the "Effective Date"),
            Employer, in reliance on such representations, shall employ the
            Executive and the Executive shall accept employment by Employer,
            upon the terms and conditions set forth in this Agreement.


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      2.    Term: The term of employment (the "Term") of this Agreement shall
            begin on the Effective Date and, except as otherwise provided in
            Sections 8, 9, and 10 shall end on November 1, 2002. The Term of
            this Agreement shall be twenty-four (24) months and shall not be
            further extended without the mutual written consent of the parties.
            After completion of the term, Executive's employment will be on an
            at-will basis unless otherwise agreed in writing by the parties.

      3.    Duties: The Executive will serve as the Vice President and
            Controller of the Employer and the Executive shall have the primary
            responsibility to manage and direct the day-to-day business of the
            Employer's Finance business unit. In addition, Executive will be
            responsible for establishing current and long-range objectives,
            plans, and policies subject to the approval of the Chief Financial
            Officer; and representing the Employer with its major customers, and
            suppliers. The Executive shall perform such duties as may be
            reasonably assigned to him by the CFO. With the consent of the CFO,
            the Executive may (i) devote a reasonable amount of time and effort
            to charitable, industry or community organizations, and (ii) subject
            further to the provisions of Section 6, the Executive may serve as a
            director of other companies.

      4.    Compensation: During the Term, Executive shall be compensated as
            follows:

                  (a) Salary. Executive shall be paid an annual salary of one
            hundred fifty thousand dollars ($125,000) (the "Annual Base
            Salary"), to be distributed in equal periodic semi-monthly
            installments according to Employer's customary payroll practices.
            Nothing contained herein shall be construed to prevent Employer from
            increasing Executive's Annual Base Salary more often than annually.
            The Annual Base Salary will be reviewed annually by the President
            and increased (but not decreased) if the President, in his
            discretion, determines an increase to be appropriate, based on the
            types of factors the President usually takes into account in
            reviewing executive level salaries, including, but not limited to,
            cost-of-living factors.


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                    (b) Annual Incentive Compensation. Employer will provide the
            Executive with a target bonus opportunity of at least forty- percent
            (40%) of Annual Base Salary (the "Performance Bonus") under the
            annual incentive award plan. The Performance Bonus will be paid to
            Executive no later than March 1st of the next year. Performance
            Bonus requirements will be agreed to in writing by the parties and
            attached hereto as Exhibit 2.

                  (c) Employer will make the Executive eligible for
            participation in Stock Acquisition and Retention Program under the
            terms and conditions applicable to all other participants, subject
            to the approval of the Compensation Committee of the Board of
            Directors.

                  (d) Certain Additional Payments and Consideration. In addition
            to the above payments,

                        (i) Stock Options. Executive will be eligible to
            participate in the Employer Stock Option Plan ("Plan"). All Options
            are subject to the terms of the Plan; provided, however, in the
            event of a Termination without Cause of the Executive's employment
            by the Employer all stock options granted shall immediately 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 the Plan is attached hereto as Exhibit 1. If Executive was an
            employee of Employer prior to the Effective Date and has already
            been granted stock options, all of Executive's stock options shall
            have the same terms as the Options granted hereunder.

                        (ii) Change in Control. Notwithstanding any other
            provision of the Plan to the contrary, while Executive's Options
            remain outstanding under the Plan, a Change in Control (as defined
            below) of Employer shall occur, then all Options granted hereunder
            this Award that are outstanding at the time of such Change in
            Control shall become immediately exercisable in full, without regard
            to the years that have elapsed from the date of grant, 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
            replacement award of equivalent value. For purposes of this Award as
            well as this Agreement, a "Change in


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            Control" of Employer shall occur upon the happening of the earliest
            to occur of the following:

                  (a) any "person" as such term is used in 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 an employee benefit plan of Employer or (3) any corporation
            owned, directly or indirectly, by the stockholders of enherent Corp.
            in substantially the same proportions as their ownership of the
            common stock of Employer, is or becomes the "beneficial owner" (as
            defined in Rule 13d-3 under the Securities Exchange Act of 1934),
            directly or indirectly, of securities of Employer (not including in
            the securities beneficially owned by such person any securities
            acquired directly from Employer or its affiliates representing
            fifty-one percent (51%) or more of the combined voting power of
            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 period constitute
            the Board (such board of directors being referred to herein as the
            "Employer Board"), and any new director (other than a director
            designated by a person who has entered into an agreement with
            Employer to effect a transaction described in clause (i), (ii) or
            (iv) of this Section 5A) whose election by the Employer Board or
            nomination for election by Employer's Stockholders was approved by a
            vote of at least two-thirds (2/3) of the directors then still in
            office who either were directors then still in office who either
            were directors at the beginning of the period of whose election or
            nomination for election was previously so approved (other than
            approval given in connection with an actual or threatened proxy or
            election contest), cease for any reason to constitute at least
            seventy percent (70%) of such Employer Board;

                  (c) the stockholders of Employer approve a merger or
            consolidation of Employer with any other corporation, other than (A)
            a merger or consolidation which would result in the voting
            securities of Employer outstanding immediately prior thereto
            continuing to represent (either by remaining outstanding without
            conversion or by being converted into voting securities of the
            surviving or parent entity) fifty one (51%) or more of the combined
            voting power


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            of the voting securities of Employer or such surviving or parent
            entity outstanding immediately after such merger or consolidation or
            (B) a merger or consolidation effected to implement a
            recapitalization of enherent Corp. (or similar transaction) in which
            no "person" (as hereinabove defined) acquires fifty-one (51%) or
            more of the combined voting power of enherent Corp.'s then
            outstanding securities; or

                  (d) the stockholders of the Employer approve a plan of
            complete liquidation of the Employer or an agreement for the sale or
            disposition by the Employer of all or substantially all of the
            Employer's assets (or any transaction having a similar effect).

      5.    Expense Reimbursement and Other Benefits.

                  (a) Reimbursement of Expenses. During the term of Executive's
            employment hereunder, Employer, upon the Executive's submission of
            proper substantiation in accordance with Employer's standard
            procedure, including copies of all relevant invoices, receipts or
            other evidence reasonably requested by Employer, by the Executive,
            shall reimburse the Executive for all reasonable expenses actually
            paid or incurred by the Executive in the course of and pursuant to
            the business of Employer.

                  (b) Employee Benefits. Executive shall participate in the
            Employer Employee Benefits Program.

                  (c) Stock Options. Executive shall be included as a
            participant under the Employer Incentive Stock Option Plan, eligible
            to be granted options to acquire shares of Employer's common stock.
            The number of any future options and terms and conditions of options
            shall be determined in the sole discretion of the Board, or
            applicable committee thereof, and shall be based on several factors,
            including the performance of the Employer.

                  (d) Vacation. During the Term, the Executive will be entitled
            to four (4) weeks paid vacation/personal days for each year. The
            Executive will also be entitled to the paid holidays and other paid
            leave set forth in Employer's policies. Vacation days and holidays
            during any fiscal


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            year that are not used by the Executive during such fiscal year may
            not be carried over and used in any subsequent fiscal year.
            Executive will begin to accrue vacation/personal days on the first
            day of the month following date of employment at the rate of 1.67
            days per month. Employer observes ten (10) holidays each year; seven
            (7) days are designated by Employer (the holiday schedule is
            described in Employer's Summary of Benefits) and three (3) days,
            which are selected by Executive.

                  (e) Retirement Plan. Executive is eligible to participate in
            the Employer's 401(k) Savings Plan the first day of the month
            coinciding with, or following employment with Employer. The.
            Employer has a provision enabling a match of 100% of the first 3% of
            employee contributions.

      6.    Restrictions.

                  (a) Non-competition. During the Term and for a one (1) year
            period after the termination of the Term and for any reason, the
            Executive shall not, directly or indirectly, engage in or have any
            interest in any sole proprietorship, partnership, corporation or
            business or any other person or entity (whether as an executive,
            officer, director, partner, agent, security holder, creditor,
            consultant or otherwise) that directly or indirectly (or through any
            affiliated entity) engages in competition with the Employer (for
            this purpose, any business that engages in information technology
            consulting services or products similar to those services or
            products offered by the Employer and which is actively soliciting
            the operating units of the clients doing business with Employer at
            the time of termination of the Agreement shall be deemed to be in
            competition with the Employer provided that such services or
            products constitute at least five percent (5%) of the gross revenues
            of the Employer at the time of termination of the Agreement);
            provided that such provision shall not apply to the Executive's
            ownership of or the acquisition by the Executive, solely as an
            investment, of securities of any issuer that are registered under


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            Section 12(b) or 12(g) of the Exchange Act and that are listed or
            admitted for trading on any United States national securities
            exchange or that are quoted on the NASDAQ Stock Market, or any
            similar system or automated dissemination of quotations of
            securities 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 exercises direct or indirect control or, more than five
            percent (5%) of any class of capital stock of such corporation. The
            non-competition restriction contained in this Section 6 (a) shall
            not apply to and specifically excludes Electronic Data Systems
            Corporation (Ticker: EDS).

                  (b) Nondisclosure. During the Term and for a two (2) year
            period after the termination of the Term for any reason, the
            Executive shall not at any time divulge, communicate, use to the
            detriment of or for the benefit of any other person or persons, or
            misuse in any way, any Confidential Information (as hereinafter
            defined) pertaining to the business or the Employer. Any
            Confidential Information or data now or hereafter acquired by the
            Executive with respect to the business of the Employer (which shall
            include, but not be limited to, information concerning the
            Employer's financial condition, prospects, technology, customers,
            suppliers, sources of leads and methods of doing business) shall be
            deemed a valuable, special and unique asset of the Employer that is
            received by the Executive in confidence and as a fiduciary, and
            Executive shall remain a fiduciary to the Employer with respect to
            all such information. For purposes of this Agreement, "Confidential
            Information" means information disclosed to the Executive or known
            by the Executive as a consequence of or through his employment by
            the Employer (including information conceived, originated,
            discovered or developed by 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, nothing herein
            shall be deemed to restrict the Executive from disclosing
            Confidential Information that the Executive clearly


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            demonstrates was or became generally available to the public other
            than as a result of disclosure by the Executive.

                  (c) Nonsolicitation of Employees and Clients. During the Term
            and 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 other person, firm, corporation, partnership,
            association or other entity, other than in connection with the
            performance of Executive's duties under this Agreement, (i) solicit
            for employment or attempt to employ or enter into any contractual
            arrangement with any employee or former employee or independent
            contractor of Employer, unless such employee or former employee or
            former independent contractor, 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 doing business with Employer as
            of the termination of the Term for any reason on behalf of any
            person or entity in connection with any business competitive with
            the business of Employer, and/or (iii) make known the names and
            addresses of such customers (unless the Executive can clearly
            demonstrate that such information was or became generally available
            to the public other than as a result of a disclosure by the
            Executive.

                  (d) Ownership of Developments. All copyrights, patents, trade
            secrets, or other intellectual property rights associated with any
            ideas, concepts, techniques, inventions, processes, or works of
            authorship developed or created by Executive during the course of
            performing work for Employer or its customers (collectively, the
            "Work Product") shall belong exclusively to Employer and shall, to
            the extent possible, be considered a work made by the Executive for
            hire for Employer within the meaning of Title 17 of the United
            States Code. To the extent the Work Product may not be considered
            work made by the Executive for hire for Employer, the Executive
            agrees to assign, and automatically assign at the time of creation
            of the Work Product, without any requirement of further
            consideration, any right, title, or interest that Executive may have
            in such


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            Work Product. Upon the request of Employer, the Executive shall take
            such further actions, including execution and delivery of
            instruments of conveyance, as may be appropriate to give full and
            proper effect to such assignment.

                  (e) Books and Records. All books, records, and accounts
            relating in any manner to the customers of Employer, whether
            prepared by the Executive or otherwise coming into the Executive's
            possession, shall be the exclusive property of Employer and shall be
            returned immediately to Employer on termination of the Executive's
            employment hereunder or on Employer's request at any time.

                  (f) Acknowledgment by Executive. The Executive acknowledges
            and confirms that (i) the restrictive covenants contained in this
            Section 6 are reasonably necessary to protect the legitimate
            business interest of Employer, and (ii) the restrictions contained
            in this Section 6 (including without limitation the length of the
            term of the provisions of this Section 6 are not over broad, over
            long, or unfair and are not the result of overreaching, 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 this Section 6 will not cause him any
            undue hardship, financial or otherwise, and that enforcement of each
            of the covenants contained herein will not impair his ability to
            obtain employment commensurate with his abilities and on terms fully
            acceptable to him or otherwise to obtain income required for the
            comfortable support of him and his family and the satisfaction of
            the needs of his creditors. The Executive acknowledges and confirms
            that his special knowledge of the business of the Employer is such
            as would cause Employer serious injury or loss if he were to use
            such ability and knowledge to the benefit of a competitor or were to
            compete with the Employer in violation of the terms of this Section
            6. The Executive further acknowledges that the restrictions
            contained in this Section 6 are


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            intended to be, and shall be, for the benefit of and shall be
            enforceable by, Employer's successors and assigns.

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

                  (h) Extension of Time. If the Executive shall be in violation
            of any provision of this Section 6 then each time limitation set
            forth in this Section 6 shall be extended for a period of time equal
            to the period of time during which such violation or violations
            occur. If Employer seeks injunctive relief from such violation in
            any court, then the covenants set forth in this Section 6 shall be
            extended for a period of time equal to the pendency of such
            proceeding including all appeals by the Executive.

                  (i) Survival. The provisions of this Section 6 shall survive
            the termination of this Agreement, as applicable.

      7.    Disability.

            If during the Term Executive is unable to perform 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 written notice to
            Executive, terminate the Term and his employment hereunder. In the
            event of disability of the Executive as defined in this Section 7,
            employer shall continue to pay seventy-five percent (75%) of
            Executive's then current salary and benefits for the lesser of one
            (1) year or the remainder of the Term.

      8.    Termination for Cause.

                  (a) Employer shall have the right to terminate the Term and
            the


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            Executive's employment hereunder for Cause (as defined below). Upon
            any termination pursuant to this Section 8, Employer shall pay to
            the Executive any unpaid Annual Base Salary through the effective
            date of termination specified in such notice. Employer shall have no
            further liability hereunder (other than for reimbursement for
            reasonable business expenses incurred prior to the date of
            termination, subject, however, to the provisions of Section 5(a)).

                  (b) For purposes hereof, the term "Cause" shall mean the
            Executive's conviction of a felony, the Executive's personal
            dishonesty directly affecting the Employer, willful misconduct
            (which shall require prior written notice to the Executive from the
            President unless not curable or such misconduct is materially
            injurious to Employer), breach of a fiduciary duty involving
            personal profit to the Executive or intentional failure to
            substantially perform his duties after written notice to the
            Executive from the President (and a reasonable opportunity to cure
            such failure) that, in the reasonable judgment of the President, the
            Executive has failed to perform specific duties.

      9.    Termination Without Cause.

                  (a) At any time Employer shall have the right to terminate the
            Term and the Executive's employment hereunder by written notice to
            the Executive. Any demotion resulting in a material adverse change
            in the duties, responsibilities or role, or reporting relationships
            of the Employee or movement of the Company's offices (as set forth
            in the first paragraph of this Agreement) in excess of seventy-five
            (75) miles shall be treated as a termination without cause of the
            Executive. If the Executive is a licensed professional, e.g.,
            Certified Public Accountant or attorney-at-law, then any situation
            where the Executive is asked to take, certify or sanction any course
            of action which such licensed professional Executive 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 way
            leads to


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            the Executive's termination or resignation, then such termination
            shall be treated as a Termination Without Cause or Termination for
            Good Reason as defined herein.

            Upon any termination pursuant to this 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
            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 of
            the date of termination. Employer shall also continue to pay the
            premiums for the same or substantially similar Welfare Benefits and
            the Executive shall be entitled to the other benefits set forth in
            Section 5(b), (d) and (e) for the remainder of the Term. In the
            event such entitlement is not allowed by law, the Executive shall be
            entitled to the cash equivalent of that benefit.

                  (b) The Options and any previously granted or subsequently
            granted stock options shall immediately vest upon a Termination
            without Cause and shall be exerciseable and may be sold by Executive
            subject to no restrictions by Employer (other than those imposed by
            the Employer's then current insider trading policy or by federal and
            state securities laws).

                  (c) The Employer shall have no further liability hereunder
            (other than for reimbursement for reasonable business expenses
            incurred prior to the date of termination, subject, however, to the
            provisions of Section 5(a)). The Executive shall be entitled to
            receive all severance payments and benefits hereunder regardless of
            any future employment undertaken by the Executive.


      10.   Termination by Executive.

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


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                  (b) Upon any termination pursuant to this Section 10 by the
            Executive without Good Reason (as defined below), Employer shall pay
            to the Executive any unpaid Annual Base Salary through the effective
            date of termination specified in such notice. Employer shall have no
            further liability hereunder (other than for reimbursement for
            reasonable business expenses incurred prior to the date of
            termination, subject, however, to the provisions of Section 5(a)).

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

                  (d) For purposes of this Agreement, "Good Reason" shall mean:

                        (i) the assignment to the Executive of any 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 any other action by Employer which results in
            a material diminution in such position, authority, duties or
            responsibilities, excluding for this purpose an isolated,
            insubstantial and inadvertent action not taken in bad faith and
            which is remedied by Employer promptly after receipt of notice
            thereof given by the Executive.

                        (ii) any failure by Employer to comply with any of the
            material provisions of Section 4 of this Agreement, other than an
            isolated, insubstantial and inadvertent failure not occurring in bad
            faith and which is remedied by Employer promptly after receipt of
            notice thereof given by


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            the Executive; or

                        (iii) in the event that (A) a Change in Control (as
            defined in Section 4 hereof) in Employer shall occur during the Term
            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's employment with Employer is terminated by Employer, or
            new employer as the case may be, without Cause, as defined in
            Section 9(b) (and other than pursuant to Section 7 by reason of the
            Executive's death or the Executive's disability) or the Executive
            terminates the Term and his employment for Good Reason, as defined
            in Section 11(d)(i) or (ii) or because of the relocation of the
            Executive to another location more than 75 miles from the corporate
            headquarters without his consent.

      11.   Waivers.

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

      12.   Savings Provisions.

            The invalidity, in whole or in part, of any covenant or restriction,
            or any section, subsection, sentence, clause, phrase or word, or
            other provisions of this Agreement, as the same may be amended from
            time to time shall not affect the validity of the remaining portions
            thereof.

      13.   Governing Law.

            This Agreement shall be construed in accordance with and governed by
            the laws of the State of Connecticut without giving effect to its
            choice of law provision.


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      14.   Notices.

            If either party desires to give notice to the 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 by
            hand (with written confirmation of receipt); (b) sent by facsimile
            (with written confirmation of receipt), provided that a copy is
            mailed by registered mail, return receipt requested, or (c) when
            received by the addresses, if sent by a nationally recognized
            overnight delivery service) receipt requested), in each case
            addressed to the party for whom it is intended as follows (or such
            other addresses as either party may designate by notice to the other
            party, at the Parent Employer's or Employer's then principal
            executive offices):

                        If to Employer:    enherent Corp.
                                           12300 Ford Rd., Suite 450
                                           Dallas, TX 75234
                                           Attention: President

                       If to Executive:    At the most recent home address of
                                           Executive on the official records of
                                           Employer.

      15.   Default.

            In the event either party defaults in the performance of its
            obligations under this Agreement, the non-defaulting party may,
            after giving 30 days' notice to the defaulting party to provide a
            reasonable opportunity to cure such default, proceed to protect its
            rights by suit in equity, action or law, or, where specifically
            provided for herein, by arbitration, to enforce performance under
            this Agreement or to recover damages for breach


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            thereof, including all costs and attorneys' fees, whether settled
            out of court, arbitrated, or tried (at both trial and appellate
            levels).

      16.   No Third Party Beneficiary.

            Nothing expressed or implied in this Agreement is intended, or shall
            be construed, to confer upon or give any person other than Employer,
            the parties hereto and their respective heirs, personal
            representatives, legal representatives, successors and assigns, any
            rights or remedies under or by reason of this Agreement.

      17.   Waiver of Jury Trial.

            All parties knowingly waive their rights to request a trial by jury
            in any litigation in any court of law, tribunal or legal proceeding
            involving the parties hereto or any disputes arising out of or
            related to this Agreement. Any controversy of claim arising out of
            this Agreement, its enforcement or interpretation, or alleged breach
            default or misrepresentation in connection with any of its
            provisions, shall be submitted to binding arbitration before
            JAMS-Endispute in accordance with its rules and procedures for
            arbitration of employment disputes. The costs of arbitration,
            including but not limited to, the filing fees, shall be paid for by
            the Employer. The Employer shall also be responsible for payment of
            its own attorneys' fees and shall pay the attorney'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 of and 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 not limited to a shareholder
            suit, after Executive's departure from the Employer, or termination
            of this


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            Agreement for Cause or Termination without Cause, the Employer shall
            reimburse, the Executive from all reasonable travel costs and
            out-of-pocket expenses incurred by Executive in assisting in the
            defense of such post-employment suit. In addition, the Employer
            shall to the fullest extent allowed under its Amended and Restated
            Certificate of Incorporation and to the fullest extent permitted by
            law indemnify, defend and hold harmless Executive form any
            reasonable legal fees incurred in Executive's assistance in the
            defense of or damages awarded against Executive from such
            post-employment lawsuit.

      20.   Press Releases.

            The executive will be given the opportunity to review and comment
            upon any press release announcing his departure from the Employer.
            Employer shall not be obligated to withdraw or revise such press
            release as a result of the Executive's comments.

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

            AGREED TO BY:                       AGREED TO BY:
            Executive: George Warman            enherent Corp.


            By:   /s/ George Warman             By:  /s/ Jack D. Mullinax_
                                                Title: CFO & EVP Corp. Services
            Date: November 27, 2000             Date: November 27, 2000


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