Exhibit 10.4


 


STOCK
PURCHASE AGREEMENT


 


This Stock Purchase
Agreement (the “Agreement”),
dated as of April 1, 2004, is entered into by and between enherent Corp., a
Delaware corporation (“Purchaser”), and Primesoft, LLC, a Delaware corporation
(“Seller”).


 


RECITALS


 


Seller is the owner at
the date hereof of 2,750,000 shares of the issued and outstanding Series A
Preferred Stock, par value $0.001 per share (“Preferred Stock”) of Purchaser, and a Warrant
to obtain 1,875,000 shares of Purchaser’s Common Stock for the price of $1.00
per share.


 


Seller desires to sell
and Purchaser desires to purchase the 2,750,000 shares of the issued and
outstanding shares of Series A Preferred Stock currently owned by Seller (the “Acquired Shares”),
and the Warrant (the “Warrant”), upon the terms set forth in this Agreement.


 


AGREEMENT


 


Based upon the foregoing
and the mutual promises contained herein, the parties agree as follows:


 


1.                                  PURCHASE
AND SALE OF COMMON STOCK


 


1.1                                 Purchase.
Upon the terms and subject to the conditions of this Agreement, on the Closing
Date: (i) Seller shall sell, assign, convey, transfer and deliver to Purchaser
or its designee, free and clear of any pledge, security interest, lien, charge,
option, encumbrance or other restriction of any kind or nature whatsoever (“Lien”) the Acquired
Shares, and (ii) Purchaser shall pay to Seller the aggregate cash consideration
of Two Hundred and Fifty Thousand Dollars ($250,000.00) payable upon execution
of this Agreement, and provide Seller with a Promissory Note for $150,000
payable $50,000 on April 15, 2005, $50,000 on April 15, 2006 and $50,000 on
April 15, 2007, said Promissory Note to bear interest at the rate of 4% per
annum.


 


1.2                                 Closing.
Upon satisfaction or waiver of the conditions precedent set forth in Section 3,
and unless this Agreement shall have been terminated and the transactions
herein contemplated shall have been abandoned pursuant to the provisions of
Section 4, a closing with respect to the transactions provided for in this
Agreement (the “Closing”)
shall take place within three (3) business days of the date that all of the
conditions precedent set forth in Section 3 are satisfied, or such other time
or date as is agreed to in writing by Seller and the Purchaser (the time and
date of such Closing is referred to herein as the “Closing Date”). The parties will use their
best efforts to have the Closing on March 23, 2004. All proceedings to take
place at the Closing shall take place simultaneously, and no delivery shall be
considered to have been made until all such proceedings have been completed.


 

















 


2.                                  REPRESENTATIONS
AND WARRANTIES


 


2.1                                 Representations
and Warranties of Seller. Seller hereby represents and warrants to
Purchaser as follows:


 


(a)                                  Organization
and Power. Seller is a corporation duly incorporated, validly existing and
in good standing under the laws of the state of Delaware and has the requisite
corporate power and authority to sell, assign, convey, transfer and deliver the
Acquired Shares and Warrant and to enter into this Agreement and perform its
obligations hereunder.


 


(b)                                 Authorization,
Execution and Delivery, Etc. The execution, delivery and performance by
Seller of this Agreement and all other agreements contemplated hereby or
necessary in connection herewith and the consummation by Seller of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary actions. This Agreement has been duly executed and delivered by
Seller and is a legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms. Seller: (i) has good and valid
title to the Acquired Shares and Warrant, free and clear of all Liens; and (ii)
upon delivery of and payment for the Acquired Shares and Warrant in accordance
with Section 1.1 hereof, good and valid title to the Acquired Shares and
Warrant will pass to the Purchaser free and clear of all Liens.


 


(c)                                  Third
Party Consents. There is no legal impediment to Seller’s consummation of
the transactions contemplated by this Agreement, and no filing or registration
with, or authorization, consent or approval of any domestic or foreign public
body or authority is necessary for the consummation by Seller of the
transactions contemplated by this Agreement.


 


2.2                                 Representations
and Warranties of Purchaser. Purchaser hereby represents and warrants to
Seller as follows:


 


(a)                                  Organization
and Power. Purchaser is a corporation duly formed, validly existing and in
good standing under the laws of the State of Delaware and has the requisite
corporate power and authority to own, hold and purchase the Acquired Shares and
Warrant and to enter into this Agreement and perform its obligations hereunder.


 


(b)                                 Authorization
Execution and Delivery, Etc.. The execution, delivery and performance by
Purchaser of this Agreement and all other agreements contemplated hereby or
necessary in connection herewith and the consummation by Purchaser of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary actions. This Agreement has been duly executed and delivered by
Purchaser and is a legal, valid and binding obligation of Purchaser,
enforceable against Purchaser in accordance with its terms.


 


(c)                                  Third
Party Consents. There is no legal impediment to Purchaser’s consummation of
the transactions contemplated by this Agreement, and no filing or registration
with, or authorization, consent or approval of any domestic or foreign public
body or authority is necessary for the consummation by Seller of the
transactions contemplated by this Agreement.


 


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3.                                      CONDITIONS
PRECEDENT


 


3.1                                 Conditions
to Obligations of Each Party. The obligations of each party hereunder are
subject to the satisfaction on or prior to the Closing Date of the following
conditions, unless waived in writing by Purchaser and Seller:


 


(a)                                  No
Injunction. No court or other governmental body or public authority shall
have issued an order which shall then be in effect restraining, enjoining or
prohibiting the transactions contemplated by this Agreement.


 


4.                                      TERMINATION


 


4.1                                 Termination
by Collective Agreement. This Agreement may be terminated at any time prior
to the Closing by the joint written agreement of Seller and Purchaser.


 


4.2                                 Termination
by Either Party. This Agreement may be terminated by written notice by
either party to the other at any time prior to the Closing:


 


(a)                                  if
a representation or warranty contained in Section 3.1 shall become untrue and
the breaching party shall have been afforded reasonable opportunity to cure
such breach; or


 


(b)                                 if
the transactions contemplated by this Agreement have not been consummated by
April 15, 2004 (unless a later date is established by the mutual written
consent of such parties before such date).


 


4.3                                 Effect
of Failure by a Party to Consummate Transaction Due to Breach. Provided
that Purchaser, in the event Seller is the breaching party, or Seller, in the
event the Purchaser is the breaching party, is not then in breach of any of its
own obligations under this Agreement and the Promissory Note, upon (i)
termination of this Agreement due to a breach as described in Section 4.2 (a)
or (ii) the failure of a party to perform its obligations hereunder after all
of the conditions precedent set forth in Section 3 are satisfied, the
non-breaching party shall be entitled to reimbursement of all fees and expenses
incurred by the non-breaching party and to pursue against the breaching party
any and all rights and/or remedies, at law or in equity, to which such
non-breaching party may be entitled.


 


5.                                      MISCELLANEOUS


 


5.1                                 Further
Assurances. Seller hereby covenants and agrees to and with Purchaser to
execute and deliver such additional instruments of sale, assignment,
conveyance, transfer or delivery and to take such additional reasonable action
as Purchaser may reasonably request to more effectively transfer to and vest in
Purchaser, and to put Purchaser in possession of, or give Purchaser the benefit
or enjoyment of, any and all of the Acquired Shares and Warrant, free and clear
of any and all Liens.


 


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5.2                                 Finder’s
and Broker’s Fees. Seller and Purchaser each represent and warrant to the
other that there are no claims (or any basis therefor) for brokerage
commissions, finder’s fees or like payments in connection with this Agreement
or the transactions contemplated hereby resulting from any action taken by
either of the Purchaser or Seller.


 


IN WITNESS WHEREOF, the parties hereto
hereby execute this Agreement as of the date first written above.


 


Purchaser:


 


	
  /S/

  	
   

  



 


 


Douglas
A. Catalano/Chairman, CEO and President


[Name/Title]


 


Seller:


 


	
  /S/

  	
   

  



 


 


Mahita Caddell/Director


[Name/Title]


 


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