Exhibit 10.5


 


PROMISSORY NOTE


 




	
  $150,000.00

  	
   

  	
  Connecticut

  	
   

  	
  April 1, 2004

  






 


1.                                      Promise
to Pay.


 


A.                                   FOR
VALUE RECEIVED, enherent Corp., a Delaware corporation (“enherent”)
unconditionally promises to pay to the order of Primesoft, LLC, place of
business at 8603 Westwood Center Drive, Suite 200, Vienna, VA 22182, (the
“Lender”), its successors or assigns (the Lender shall include the holder of
this Promissory Note (the “Promissory Note”) at any particular time), the
principal sum of One Hundred and Fifty Thousand Dollars ($150,000.00), at 4%
interest on the unpaid principal balance thereof, payable as follows: (i) Fifty
Thousand Dollars ($50,000.00) on or before April 15, 2005; (ii) Fifty Thousand
Dollars ($50,000.00) on or before April 15, 2006; and (iii) Fifty Thousand
Dollars ($50,000.00) on or before April 15, 2007.  The due date of each payment represents the date when the payment
needs to be received by Lender.


 


B.                                     The parties agree
that the monies paid under this Promissory Note represent the balance due for
the purchase by enherent of Series A Preferred Stock of enherent from Lender.


 


C.                                     enherent shall
have the right at any time to repay all or any part of the then remaining
balance of principal and then due interest.


 


D.                                    The principal and
interest represented by this Promissory Note shall be payable in immediately
available funds in lawful money of the United States which shall be legal
tender for public and private debts at the time of payment.


 


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E.                                      All payments
hereunder shall be payable to the order of Lender at it’s principal address in
the United States or to such person as shall be designated in writing from time
to time by Lender.


 


2.                                      Default.     This Promissory Note shall be
in default (the “Default”) and the Lender shall have the right, in its sole
option, to accelerate the due date and declare the unpaid balance of this
Promissory Note to be immediately due and payable without presentment, notice
of dishonor, demand for payment, or protest, each of which is expressly waived
by enherent, in the event that any installment of principal of this Promissory
Note shall not have been made within 14 days of its due date.


 


3.                                      Remedies.


 


A.                                   The delay or failure
of Lender to exercise its option to accelerate this Promissory Note as provided
above, or to exercise any other option or remedy granted to Lender hereunder,
in any one or more instances, or the acceptance by Lender of partial payments
or partial performance shall not constitute a waiver of any default by enherent,
and all such options and remedies shall remain continuously in force.


 


B.                                     Acceleration of
maturity, once claimed hereunder by Lender, may at Lender’s option be rescinded
by written acknowledgment to that effect, but the tender and acceptance of partial
payment or partial performance alone shall not in any way affect or rescind
such acceleration of maturity.


 


C.                                     All remedies
granted to Lender hereunder or by law shall be deemed cumulative, including but
not limited to Lender’s sole option to obtain or place a lien on


 


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enherent’s assets.  The lien
amount shall consist of the outstanding loan amount, all interest due plus any
and all fees and expenses incurred by Lender.


 


4.                                      Notice.


 


A.                                   Any notice or legal
process or summons to enherent, where provided for in this Promissory Note
shall be given by mailing such notice by certified mail, return receipt
requested, to enherent as its last known address, or at such other address
enherent may designate by written notice to Lender hereof.


 


B.                                     Any notice to the
Lender hereof shall be given by mailing such notice by certified mail, return
receipt requested, to the Lender at its last known address, or at such other
address as may have been designated by written notice to enherent.


 


5.                                      Miscellaneous.


 


A.                                   enherent hereby
represents and warrants that the indebtedness evidenced by this Promissory Note
is being obtained for business purposes.


 


B.                                     This Promissory
Note shall be binding upon enherent, and its successors and assigns and shall
inure to the benefit of Lender and its successors and assigns.


 


C.                                     Any modifications
to this Promissory Note shall be in writing and signed by Lender and enherent.


 


D.                                    This Promissory
Note is executed and delivered in and shall be governed by and construed in
accordance with the laws of Connecticut.


 


E.                                      In the event that
any particular provision contained herein is determined to be invalid, whether
in whole or in part, the remaining provisions hereof otherwise not invalid and
any partially valid provisions to the extent valid or enforceable shall
continue in full force and effect.


 


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IN TESTIMONY WHEREOF,
the undersigned, with full power and authority to do so, have caused this
Promissory Note to be executed and delivered on the day and year first above
written.


 


Attested:


 


 


	
  /S/

  	
   

  	
  /S/

  	
   

  
	
  Name:

  	
  Douglas A.
  Catalano

  	
  Name:

  	
  Mahita
  Caddell

  
	
  Title:

  	
  Chairman,
  CEO and President

  	
  Title:

  	
  Director

  
						



 


 


SUBSCRIBED and sworn to before
me this 1st day of April 2004, by Douglas A. Catalano of enherent Corp.


 


 


	
   

  	
  /S/

  	
   

  
	
   

  	
  Notary
  Public in and for the State of

  
	
   

  	
  County of

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed
  Notary Name

  
	
  My
  commission expires:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


 


SUBSCRIBED and sworn to before
me this 1st day of April 2004, by Mahita Caddell of Primesoft, LLC.


 


	
   

  	
  /S/

  	
   

  
	
   

  	
  Notary
  Public in and for the State of

  
	
   

  	
  County of

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed
  Notary Name

  
	
  My
  commission expires:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


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