Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective the 16th day of February, 2004 by and between enherent Corp. (fka PRT Group Inc.), a Delaware
corporation, with its principal place of business at 80 Lamberton Rd., Windsor, CT 06095 with all of its direct and indirect subsidiaries, (the "Employer") and Douglas A. Catalano, an individual
residing at 79 Hidden Valley Rd., Marshfield, MA 02050 (the "Executive").



A.    Employer
is a global information technology services company.

B.    The
Executive is experienced in the information technology services industry and is currently employed as a Consultant as Chief Executive Officer and desires to continue
in that role as well as additional roles for the Employer subject to the conditions hereinafter set forth.

C.    Employer
believes the Executive will contribute to the growth and profitability of the Employer and desires to employ the Executive as Chairman, President and Chief
Executive Officer.

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.



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 February 16, 2004 (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.

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 February 16, 2007. The Term of this Agreement shall be thirty-six (36) 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 theChairman, President and Chief Executive
Officerof the Employer. As Chairman, President and CEO of the Employer, the Executive shall have the primary responsibility to manage and direct the
day-to-day business of the Employer, including the generation of income and control of expenses. As Chairman of the Board, Executive will have responsibility for informing the
Board of Directors of all matters involving the day to day operations of the organization on a minimum quarterly basis, maintaining a relationship between the organization and the Board of Directors,
informing the Board of Directors of all stockholder communications received by the Chairman and responding to said communications, and informing the Board of Directors of any matters as the Board may,
from time to time, direct. In addition, Executive will be responsible for directing the organization with the objective of providing maximum profit and return on invested capital; establishing current
and long-range objectives, plans, and policies subject to the approval of the

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Board
Of Directors (the Board); and representing the Employer with its major customers, the financial community and the public. In addition, Executive will be responsible for establishing current and
long-range objectives, plans, and policies subject to the approval of the Board. The Executive shall perform such duties as may be reasonably assigned to him by the Board. With the consent
of the Board, 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:



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5)Expense Reimbursement and Other Benefits.



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6)Restrictions.



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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.



9)Termination Without Cause.



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10)Termination by Executive.



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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.

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

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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.
80 Lamberton Road
Windsor, CT 06095
Attn: James Minerly
| |  | ---------------- |  | ----------------------------------------------------------------------
| |  | If to Executive: |  | Douglas A. Catalano
79 Hidden Valley Rd.
Marshfield, MA 02050         

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 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 and Executive shall be responsible for payment of their own attorneys' fees.

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 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 from 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.

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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 Douglas A. Catalano |  | enherent Corp.
Irwin Sitkin
Chairman, Compensation Committee
Board of Directors
| |  | By:                           |  | By:                                                                            
| |  |                               |  |                                                                                
| |  | Date:                         |  | Date:                                                                          
| |  |                               |  |                                                                                

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EXHIBIT A

RELOCATION PLAN FOR  Douglas A. Catalano  Chairman, CEO and President  enherent, Corp.

If
at any time during the term of this agreement, Executive decides it is necessary to relocate to be closer to enherent headquarters, enherent will provide the following relocation
reimbursement to Executive.

SALE OF HOME:Reimbursement for real estate sales commission and other expenses associated with sale of home, up to a maximum
of $40,000.

TEMPORARY LIVING ALLOWANCE:Allowance provided to cover lodging, meals, and incidentals while in the moving process.

NEW HOME PURCHASE:Up to $5,000 to cover reasonable and necessary closing costs and other costs associated with the purchase
of a new home.

HOUSEHOLD GOODS MOVE:Packing, insuring, transporting, and unpacking of goods.    Disconnecting and connecting of
appliances. Temporary storage of goods as required up to 90 days.

MAXIMUM ALLOWANCE:Maximum allowance for all of the above would be $55,000.

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AMENDMENT TO  EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is executed this    day
of                        , 2004 by and between enherent Corp. (fka PRT
Group Inc.), a Delaware corporation, with its principal place of business at 80 Lamberton Rd., Windsor, CT 06095 with all of its direct and indirect subsidiaries, (the "Employer") and Douglas
A. Catalano, an individual residing at 79 Hidden Valley Rd., Marshfield, MA 02050 (the "Executive"), as an Amendment to the Employment Agreement dated February 16, 2004 between the parties.





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 Douglas A. Catalano |  | enherent Corp.
Irwin Sitkin
Chairman, Compensation Committee
Board of Directors
| |  | By:                           |  | By:                                                                            
| |  |                               |  |                                                                                
| |  | Date:                         |  | Date:                                                                          
| |  |                               |  |                                                                                

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