INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __________)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2)).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material under Rule 14a-12.

- --------------------------------------------------------------------------------
ENHERENT CORP.

(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
5) Total fee paid:
- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

- --------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
O-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

1) Amount Previously Paid:
- --------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
3) Filing Party:
- --------------------------------------------------------------------------------
4) Date Filed:
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[LOGO]

Dan S. Woodward
Chairman and Chief Executive Officer

April 4, 2001

Dear enherent Stockholder:

On behalf of your Board of Directors and your management, I
cordially invite you to attend the 2001 Annual Meeting of Stockholders of
enherent Corp. The meeting will be held on Thursday, May 3, 2001 at 9:00 a.m.
local time, at the Holiday Inn Select, 2645 LBJ Freeway, Dallas, Texas 75234.

Enclosed are the Notice of Meeting and Proxy Statement relating to
the Annual Meeting, along with the 2000 Annual Report to Stockholders on Form
10-K. Information regarding the matters to be voted upon at the meeting is
set forth in the Notice of Meeting and Proxy Statement.

Your vote is important to us. Whether or not you plan to attend the
meeting, please complete and return the attached proxy card in the enclosed
envelope. Please note that your completed proxy will not prevent you from
attending the meeting and voting in person should you so choose.

We look forward to seeing you at the meeting.

Sincerely,

/s/ Dan S. Woodward
-------------------
Dan S. Woodward

[LOGO]

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 3, 2001

To the Stockholders of
enherent Corp.:

The Annual Meeting of Stockholders of enherent Corp. ("enherent" or
the "Company") will be held at the Holiday Inn Select, 2645 LBJ Freeway,
Dallas, Texas 75234 on May 3, 2001 at 9:00 a.m. local time, for the following
purposes:

1. To elect three (3) directors for a three-year term as described in
the accompanying proxy materials;

2. To ratify the appointment of Ernst & Young LLP as auditors to
audit the accounts of the Company for 2001; and

3. To consider and act upon such other business as may properly come
before the meeting or any adjournment thereof.

Stockholders of record at the close of business on March 16, 2001
are entitled to vote at the meeting. A complete list of those stockholders
will be open to the examination of any stockholder, for any purpose germane
to the meeting, during ordinary business hours at the principal executive
offices of enherent Corp., 12300 Ford Road, Suite 450, Dallas, TX 75234, for
a period of 10 days prior to the meeting.

Your attention is directed to the accompanying Proxy Statement and
proxy.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED
FOR MAILING IN THE UNITED STATES.

By order of the Board of Directors

/s/ Jack D. Mullinax
-----------------------------------
Jack D. Mullinax
Secretary

April 4, 2001

[LOGO]

PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 3, 2001

The enclosed proxy is solicited by the Board of Directors of
enherent Corp. ("enherent" or the "Company") to be voted at the Annual
Meeting of Stockholders to be held on May 3, 2001, or any adjournments
thereof (the "Annual Meeting"). A stockholder returning a proxy may revoke it
at any time prior to the voting at the Annual Meeting. A proxy returned by a
stockholder which is not subsequently revoked will be voted in accordance
with the instructions indicated thereon. If no instructions are indicated on
a returned and duly executed proxy, the shares represented by the proxy will
be voted FOR the election of the three nominees for director proposed by the
Board of Directors and set forth herein, FOR the ratification of the
appointment of Ernst & Young LLP as the independent public accountants of
enherent for 2001, and in accordance with the judgment of the persons named
in the proxy as to such other matters as may properly come before the Annual
Meeting.

Only stockholders of record at the close of business on March 16,
2001 are entitled to notice of and to vote at the Annual Meeting. As of March
16, 2001, our classes of capital stock consisted of common stock and one
series of convertible preferred stock outstanding that is entitled to vote on
an as-converted basis. The following table indicates, as of March 16, 2001,
the number of issued and outstanding shares of each class of capital stock
and each class' associated voting power:

ISSUED AND AS-CONVERTED
OUTSTANDING VOTING POWER
----------- ------------

Common Stock 18,351,311 18,351,311
Series A Senior Participating Preferred Stock 8,000,000 8,000,000
----------
Total Votes Eligible 26,351,311

A majority of shares of common stock, including, for this purpose,
the shares of common stock issuable upon conversion of the Series A Senior
Participating Preferred Stock, must be represented at the meeting, in person
or represented by proxy, and will constitute a quorum for the transaction of
business at the Annual Meeting. With the exception of the election of
directors, which requires a plurality of the votes cast, the affirmative vote
of a majority of the votes cast at the meeting is required for each item set
forth in the Notice of Annual Meeting. Abstentions and broker non-votes are
counted for purposes of determining whether a quorum is present at the
meeting. For the purpose of determining whether a proposal (except for the
election of directors) has received a majority vote, abstentions will be
included in the vote totals with the result that an abstention will have the
same effect as a negative vote. In instances where brokers are prohibited
from exercising discretionary authority for beneficial owners who have not
returned a proxy (broker non-votes), those shares will not be included in the
vote totals and, therefore, will have no effect on the vote.

The cost of soliciting proxies will be borne by enherent. In
addition to solicitation by mail, employees of enherent, without extra
remuneration, may solicit proxies in person or by telephone. Mellon Investor
Services, LLC has been retained by enherent to assist in the solicitation of
proxies for a fee of $3,500 plus reimbursement of expenses. enherent may also
reimburse brokerage firms, nominees,

custodians and fiduciaries for their out-of-pocket expenses for forwarding
proxy materials to beneficial owners and seeking instruction with respect
thereto.

This Proxy Statement and the enclosed form of proxy are being mailed
on or about April 4, 2001 to stockholders entitled to notice of, and to vote
at, the Annual Meeting. The mailing address of enherent's principal executive
offices is 12300 Ford Road, Suite 450, Dallas, TX 75234.

ELECTION OF DIRECTORS

enherent's Certificate of Incorporation provides for three classes
of directors to be as nearly equal in number as possible, with each class
serving a three-year term and with one class being elected each year.
Currently, the Board of Directors is comprised of eight members. The three
Class I directors whose terms expire at the 2001 Annual Meeting are Douglas
K. Mellinger, Jack L. Rivkin and Isaac Shapiro. The Board of Directors has
nominated Messrs. Mellinger, Rivkin and Shapiro for re-election as Class I
directors. The terms of these directors, if elected, will expire at the
Annual Meeting of Stockholders in 2004, or at such times as their successors
are elected and qualified. Other directors will continue in office until the
expiration of the terms of their classes at the 2002 or 2003 Annual Meeting
of Stockholders, as the case may be.

In the event that any of the nominees for director should become
unavailable for nomination or election, the persons designated as proxies
will have full discretion to cast votes for another person designated by the
Board of Directors, unless the Board of Directors reduces the number of
directors. If properly executed and timely returned, the accompanying proxy
will be voted FOR the election of the three nominees set forth below.

Certain information as of March 16, 2001 with respect to the
nominees for directors and as to each current director in the classes
continuing in office is shown below.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
EACH OF THE NOMINEES FOR DIRECTOR.

NOMINEES FOR CLASS I DIRECTORS FOR THREE-YEAR TERM EXPIRING IN 2004

Douglas K. Mellinger, 36

Douglas K. Mellinger founded PRT Corp. of America, enherent's
predecessor, in 1989 and was CEO from inception until June 1999. Mr.
Mellinger has been a director of enherent since 1989. Currently, Mr.
Mellinger is a Partner with Interactive Capital, a venture catalyst/banking
firm. Prior to starting enherent, Mr. Mellinger was the National and
International Director of the Association of Collegiate Entrepreneurs. Mr.
Mellinger is the Chairman of the National Commission on Entrepreneurship in
Washington, D.C. and on the Advisory Board for the London Business School.
Mr. Mellinger is the past International President of the Young Entrepreneurs'
Organization and a member of the Young Presidents' Organization.

Jack L. Rivkin, 60

Jack L. Rivkin has been a director of enherent since 1996. Mr.
Rivkin is an Executive Vice President of Citigroup Investments, a member of
Citigroup, since October 1995. He was Vice Chairman and Director of Global
Research at Smith Barney from March 1993 to October 1995. Prior to joining
the Travelers organization in 1993, Mr. Rivkin was Director of the Equities
Division and Director of

Research of Lehman Brothers from 1987 to 1992. From 1984 to 1987, Mr. Rivkin
was President of PaineWebber Capital, Inc., the merchant banking arm of
PaineWebber Group, and Chairman of Mitchell Hutchins Asset Management. He has
held various senior management positions in the securities and investment
management industries since 1973. He is a director of a number of private
venture companies in which Citigroup Investments has an investment. He is an
adjunct professor at Columbia University Graduate School of Business.

Isaac Shapiro, 70

Isaac Shapiro has been a Director of enherent since July 1991 and is
a member of the law firm of Skadden, Arps, Slate, Meagher & Flom LLP. Mr.
Shapiro has been with Skadden, Arps since April 1986. From 1956 to 1986 Mr.
Shapiro was with the law firm of Milbank, Tweed, Hadley & McCloy and was a
partner in that firm from 1966 to 1986. Mr. Shapiro is a Trustee of the Bank
of Tokyo-Mitsubishi Foundation in New York and President of the Board of
Trustees of the Isamu Noguchi Foundation, also in New York. Mr. Shapiro is a
graduate of Columbia College and Columbia Law School and was a Fulbright
Scholar at the University of Paris from 1956 to 1957.

MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE
CLASS III
TERM EXPIRING IN 2002

Michael Enthoven, 49

Michael Enthoven has been a director of enherent since July 1997.
Mr. Enthoven is President & COO of The Capital Markets Company. Mr. Enthoven
retired from J.P. Morgan & Co. in June 1998. Prior to that time, he had
served as the Chairman of J.P. Morgan's Plan Sponsor Group and as J.P.
Morgan's Head of Global Technology and Operations from November 1992 to May
1997 and as Chairman of J.P. Morgan's Operating Risk Committee from July 1995
to May 1997. From June 1991 to November 1992, he served as co-head of J.P.
Morgan's Global Markets Group. Mr. Enthoven graduated from Leyden University
in The Netherlands in 1974 with a degree in Law and served in the Dutch Navy.
Mr. Enthoven is a trustee of the North American Electric Reliability Council,
Mount Sinai NYU Health, and Pggm Pension Fund. He is a director of NIB
Capital Bank N.V. and Commercial Materials LLC.

Ronald E. Weinberg, age 59

Ronald E. Weinberg has been a director of enherent since July 1999.
He served as Co-Chairman of the Board of Directors of Hawk Corporation since
May 1999, and Treasurer and Director since March 1989. Prior to his
appointment as Co-Chairman, he served as Chairman of the Executive Committee.
Mr. Weinberg also served as Vice Chairman of the Board of the company since
1989. Mr. Weinberg has over 28 years of experience in the ownership and
management of operating companies, including businesses in manufacturing,
publishing and retailing. Since December 1997, Mr. Weinberg has been the
Chairman of the Board and Chief Executive Officer of New Channel
Communications Corp., a company specializing in direct marketing and the
providing of computer software solutions.

CLASS II
TERM EXPIRING IN 2003

Robert P. Forlenza, 45

Robert P. Forlenza has been a Director of enherent since November
1996. Since 1995, Mr. Forlenza has also served as Vice President of Tudor
Investment Corporation and Managing Director of the Tudor Private Equity
Group. Prior to joining Tudor, Mr. Forlenza was a Vice President at Carlisle
Capital Corporation from 1989 to 1994. Mr. Forlenza graduated from Harvard
University Graduate School of Business Administration in 1982 with an M.B.A.
and from Washington and Lee University in 1978 with a B.S. in Business
Administration and Accounting.

Irwin J. Sitkin, 71

Irwin J. Sitkin has been a Director of enherent since July 1990. In
1989 he retired as Vice President, Corporate Administration of Aetna Life and
Casualty after 35 years with the company. Since retiring, Mr. Sitkin has been
a consultant to, among others, Unisys, Memorex Telex Corporation, Amdahl
Corporation, Digital Equipment Corporation, IBM and Northern Telcom Inc. Mr.
Sitkin is an honorary trustee of the Computer Museum, University of
Hartford's Ward College of Technology and the Northern Middlesex County (CT)
YMCA and an active member of the Society for Information Management (SIM).
Mr. Sitkin graduated from Cornell University in 1952 with a B.S. in Economics.

Dan S. Woodward, 40

Mr. Woodward is Chairman, President and Chief Executive Officer of
enherent Corp. Mr. Woodward came to enherent in May, 1999 from Electronic
Data Systems (EDS), where his last position was President of the Strategic
Telecom Division, with responsibility for EDS's global business relationships
with clients such as AT&T, BellAtlantic, GTE, TCI and Western Union. Prior to
that, he served as Vice President, Managed Network Solutions in the
Communications Industry Group, leading the strategy and market development
teams for the EDS/BellSouth managed network solutions marketing alliance.
Prior to joining EDS in August 1997, Mr. Woodward served in a variety of
executive and management roles at IBM where he was employed from 1982 through
1995. In his final post at the IBM subsidiary Technology Service Solutions,
he served as Vice President and Area General Manager, Southwest Area.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information regarding the beneficial
ownership of enherent common stock as of March 16, 2001 by each director and
nominee for director, the executive officers named in the Summary
Compensation table below and by all directors and executive officers as a
group. Except as set forth below, each of the individuals listed below has
sole voting and investment power over such shares and is the owner of less
than one percent of the outstanding shares of enherent common stock. The
business address of each director and executive officer is: c/o enherent
Corp., 12300 Ford Road, Suite 450, Dallas, TX 75234.

DIRECTOR AND EXECUTIVE OFFICER ENHERENT COMMON STOCK OWNERSHIP

SHARES
NAME AND ADDRESS OF BENEFICIALLY PERCENT
BENEFICIAL OWNER OWNED(1) OF CLASS(1)
- ---------------- -------- -----------

Steve Barre(2)...................................... 32,192 *
Michael Enthoven(3)................................. 25,999 *
Robert P. Forlenza(4)............................... 20,000 *
Douglas K. Mellinger(5)............................. 1,890,290 10
Stephen Michaelson(6)............................... 20,000 *
Jack D. Mullinax(7)................................. 32,192 *
Jack L. Rivkin...................................... 0 *
Richard Rosenfeld(8)................................ 96,579 *
Isaac Shapiro(9).................................... 280,396 2
Irwin J. Sitkin(10)................................. 32,666 *
Tim Sullivan(11).................................... 32,192 *
Ronald E. Weinberg(12).............................. 89,000 *
Edward D. Williams.................................. 0 0
Dan S. Woodward(13)................................. 479,861 3
Directors and executive officers of enherent
group, 14 persons(14)............................... 3,031,367 16

- ------------------
*less than 1%

(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of enherent common
stock subject to options or warrants currently exercisable or
exercisable within 60 days of the date hereof, are deemed outstanding
for computing the percentage of the person holding such options or
warrants but are not deemed outstanding for computing the percentage of
any other person.

(2) Consists of shares subject to options currently exercisable or
exercisable within 60 days of the date hereof.

(3) Includes 21,666 shares subject to options currently exercisable or
exercisable within 60 days of the date hereof.

(4) Consists of shares subject to options currently exercisable or
exercisable within 60 days of the date hereof.

(5) Includes 10,000 shares subject to options currently exercisable or
exercisable within 60 days of the date hereof.

(6) Mr. Michaelson resigned his employment with the Company as of June 30,
2000. Per the Company Stock Option Plan and Mr. Michaelson's employment
agreement, all outstanding options expired on September 30, 2000.

(7) Includes 32,192 shares subject to options currently exercisable or
exercisable within 60 days of the date hereof.

(8) Consists of shares subject to options currently exercisable or exercisable
within 60 days of the date hereof.

(9) Includes 26,166 shares subject to options currently exercisable or
exercisable within 60 days of the date hereof. Also includes 15,230 shares
held by Mr. Shapiro's wife, for which Mr. Shapiro disclaims beneficial
ownership.

(10) Includes 27,666 shares subject to options currently exercisable or
exercisable within 60 days of the date hereof. Also includes 5,000 shares
held by the Sitkin Family Foundation, for which Mr. Sitkin disclaims
beneficial ownership.

(11) Consists of shares subject to options currently exercisable or exercisable
within 60 days of the date hereof.

(12) Includes 20,000 shares subject to options currently exercisable or
exercisable within 60 days of the date hereof.

(13) Consists of shares subject to options currently exercisable or exercisable
within 60 days of the date hereof.

(14) Of the total number of shares beneficially owned by the Directors and
Executive Officers, 798,514 are subject to stock options.

The following table sets forth certain information regarding the beneficial
ownership of enherent common stock as of March 16, 2001 by each person or group
known to enherent to beneficially own more than 5% of the outstanding common
stock.

NUMBER OF COMMON SHARES SERIES A
NAME AND ADDRESS OF BENEFICIALLY PERCENT PREFERRED PERCENT
BENEFICIAL OWNER OWNED(1) OF CLASS(1) STOCK(1) OF CLASS(1)
- ---------------- ----- -------- --------- --------

Douglas K. Mellinger(2) 1,890,290 10
260 Sycamore Terrace
Stamford, CT 06902

Paul L. Mellinger 2,043,080 11
209 33rd Street
Manhattan Beach, CA 90760

Gregory S. Mellinger 1,976,231 11
172 Route 101, Unit #9
Bedford, NH 03110-5416

Tudor BI Global Portfolio Ltd.(3) 6,387,300 27 3,750,000 47
40 Rowes Wharf
Boston, MA 02110

The Travelers Indemnity Company(4) 6,257,540 26 3,750,000 47
One Tower Square
Hartford, CT 06183

Rho Management, Inc. 1,103,308 6
152 West 57th Street, 23rd Floor
New York, NY 10019

State of Wisconsin 1,305,000 7
Investment Board
P.O. Box 7842
Madison, WI 53707

- ------------------

(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. These rules require that we
consider all shares of common stock that can be issued under convertible
securities, warrants or options currently or within 60 days ("common stock
equivalents") to be outstanding for the purpose of computing the percentage
ownership of the person holding those securities, but do not consider those
securities to be outstanding for computing the percentage ownership of any
other person. Each owner's percentage is calculated by dividing the number
of shares owned by that owner plus the number of shares that can be
converted by that owner within 60 days by the sum of the number of shares
of outstanding common stock, 18,351,311, and the number of shares that
owner has the right to acquire/convert within 60 days.

(2) Includes 10,000 shares subject to options exercisable or exercisable within
60 days of the date hereof.

(3) Consists of 3,750,000 shares issuable upon conversion of redeemable
convertible Series A senior participating preferred stock held by Tudor BVI
Global Portfolio Ltd., Raptor Global Portfolio Ltd., and Tudor Arbitrage
Partners L/P. (collectively "Tudor"). Also includes 1,875,000 shares
subject to warrants exercisable or exercisable within 60 days of the date
hereof. Tudor's percentage of the number of common shares beneficially
owned is calculated by dividing Tudor's total number of shares beneficially
held, 6,387,300, by the sum of enherent's outstanding common stock,
18,351,311, plus the number of shares of common stock that Tudor has the
right to acquire upon exercise or conversion within 60 days, 5,625,000.

(4) Consists of 3,750,000 shares issuable upon conversion of redeemable
convertible Series A senior participating preferred stock held by
Travelers. Also includes 1,875,000 shares subject to warrants exercisable
or exercisable within 60 days of the date hereof. Travelers percentage of
the number of common shares beneficially owned is calculated by dividing
Travelers total number of shares beneficially held, 6,257,540 by the sum of
enherent's outstanding common stock, 18,351,311, plus the number of shares
of common stock that Travelers has the right to acquire upon exercise or
conversion within 60 days, 5,625,000.

MEETINGS AND CERTAIN COMMITTEES OF THE BOARD

The Board of Directors held 11 meetings in 2000. Attendance at such
meetings averaged approximately 78%. All directors, except for Director Ron
Weinberg, attended at least 75% of the meetings of the Board of Directors and
Board committees of which they are members. The Company has an Audit
Committee and a Compensation Committee, but no Nominating Committee.

AUDIT COMMITTEE. The Audit Committee is responsible for reviewing
with enherent's management the financial controls and accounting, audit and
reporting activities of the company. The Audit Committee reviews the
qualifications of enherent's independent auditors, makes recommendations to
the Board of Directors regarding the selection of independent auditors,
reviews the scope, fees and results of any audit and reviews non-audit
services provided by the independent auditors. The members of the Audit
Committee are Michael Enthoven, Robert P. Forlenza and Isaac Shapiro, all of
whom are independent directors. During 2000, the Audit Committee met three
times. On June 26, 2000, the Audit Committee ratified and approved the Audit
Committee Charter attached hereto as "Annex A."

COMPENSATION COMMITTEE. The Compensation Committee is responsible
for the administration of all salary, bonus and incentive compensation plans
for the officers and key employees of the Company. The Compensation Committee
also administers the Company's Amended and Restated 1996 Stock Option Plan
(the "Stock Option Plan"). The members of the Compensation Committee are
Douglas K. Mellinger, Jack L. Rivkin and Irwin J. Sitkin, all of whom are
independent directors. During 2000, the Compensation Committee met six times.

DIRECTOR COMPENSATION

Directors are not entitled to fees for serving on the Board of
Directors or committees thereof. All directors, however, are reimbursed for
travel expenses incurred in connection with attending board and committee
meetings. In addition, under the terms of the Stock Option Plan, prior to
December 1999, directors who are not executive officers of the Company were
automatically granted annually options to purchase up to 3,000 shares of
enherent common stock. In December 1999, the Board of Directors approved an
increase in the number of options granted to Directors to 20,000 options.
Director Jack Rivkin waived his right to such option grants.

EXECUTIVE OFFICERS

The following table sets forth the executive officers of the Company
and their ages as of December 31, 2000 (collectively, the "Management").

NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------

Dan S. Woodward 40 President and Chief Executive Officer
Jack D. Mullinax 61 Chief Financial Officer and Executive Vice President
Gerry J. Roszak 42 Executive Vice President/GM, North Area
Stephen Barre 54 Executive Vice President/GM, South Area
George Warman 38 Vice President and Controller

- ----------

Dan S. Woodward is Chairman, President and Chief Executive Officer of
enherent Corp. Mr. Woodward came to enherent in May, 1999 from Electronic
Data Systems (EDS), where his last position was President of the Strategic
Telecom Division, with responsibility for EDS's global business relationships
with clients such as AT&T, BellAtlantic, GTE, TCI and Western Union. Prior to
that, he served as Vice President, Managed Network Solutions in the
Communications Industry Group, leading the strategy and market development
teams for the EDS/BellSouth managed network solutions marketing alliance.
Prior to joining EDS in August 1997, Mr. Woodward served in a variety of
executive and management roles at IBM where he was employed from 1982 through
1995. In his final post at the IBM subsidiary Technology Service Solutions he
served as Vice President and Area General Manager, Southwest Area.

Jack D. Mullinax is the Chief Financial Officer and Executive Vice
President, Corporate Services for enherent Corp. Mr. Mullinax joined enherent
Corp. in July 1999. During his 30-year career at IBM, Mr. Mullinax rose
through the ranks of the Field Engineering Division to the posts of Branch
Manager, Area Manager of Finance, Planning and Administration, National
Service Division Manager of Field Operations as well as Region Manager,
Southern California. In 1990, Mr. Mullinax took his experience in the service
operations and finance arena and moved into Human Resource Management. Mr.
Mullinax joined Technology Services Solutions (TSS), a subsidiary of IBM, in
1993 as the Senior Human Resources Manager supporting 4000 employees across
the United States. During his tenure at TSS he facilitated the ISO 9000
certification of the company. Mr. Mullinax did his undergraduate work at
Southern Illinois University in Edwardsville, Illinois and Colgate University
in Hamilton, New York and received an MBA from Southern Methodist University
in Dallas, Texas.

Gerry J. Roszak is the Executive Vice President/GM, North Area for
enherent Corp. Mr. Roszak, who joined enherent in 1999, has overall
responsibility for the Company's sales and service delivery in the North
Area. Beginning in January 1997, Mr. Roszak was the New York Branch Office
Manager for Entex Information Services, specializing in outsourcing services.
Prior to 1997 Mr. Roszak held numerous management positions during an 18-year
career at IBM, where he was the recipient of several honors, including two
President's Club awards.

Stephen Barre is the Executive Vice President/GM, South Area for enherent
Corp. Mr. Barre, who joined enherent in September 1999, has overall
responsibility for the Company's sales and service delivery in the South
Area. Mr. Barre's career in the IT services industry spans some 27 years. He
began his career in sales with IBM Corporation in Rochester, NY in 1973. In
1983 he joined the IBM Information Network (Advantis), the Value Added
Network organization of IBM, where he served as Branch Manager of the Dallas,
TX office. In 1994 he joined Technology Service Solutions as Director of
Business Development. He joined EDS Corporation in 1998 as Vice President of
Sales for the Managed Network Services alliance between EDS and BellSouth in
Atlanta, GA. Mr. Barre earned his bachelor's degree in English from the
University of West Florida. He graduated from the Marine Corps Officer
Candidate School in Quantico, VA in 1969. He was awarded the Air Medal with
Bronze Star for meritorious service during the Vietnam conflict.

George Warman is Controller and Vice President, Finance for enherent
Corp. Mr. Warman joined enherent Corp. in October 1999 from Electronic Data
Systems (EDS), where he served in accounting and financial positions for 10
years. Mr. Warman's final position at EDS was Divisional Controller in the
Communications Industry Group providing accounting and new business analysis
support. Prior to joining EDS, Mr. Warman was in the Supervision and
Regulations Division at the Federal Reserve Bank in Dallas. Mr. Warman earned
his bachelor's degree in Accounting from Arkansas Tech University in
Russellville, Arkansas.

EXECUTIVE COMPENSATION

REPORT OF COMPENSATION COMMITTEE

The Compensation Committee of the Board of Directors (the
"Committee"), which is comprised entirely of non-employee directors, is
responsible for the establishment and administration of the compensation
programs for enherent's executive officers, including the Chief Executive
Officer. The Committee met six times in 2000 to address items related to the
compensation and benefits of enherent's executive officers.

COMPENSATION PHILOSOPHY

The Committee has adopted a compensation philosophy based on the
premise that executives should receive competitive compensation determined by
reference to both enherent's performance and the individual's contribution to
that performance. Compensation plans and programs are intended by the
Committee to motivate and reward executives for long-term strategic
management and the enhancement of stockholder value, support a
performance-oriented environment that rewards achievement of internal
business goals, and attract and retain executives whose abilities are
critical to the long-term success and competitiveness of enherent.

enherent's programs are designed to provide executives with a
competitive earnings opportunity, with earnings linked to the short-term and
long-term performance of enherent. The Committee has developed executive
compensation principles to provide guidance in the design and operation of
the senior management compensation plans and in the review of executive
performance. enherent's executive compensation program consists of three key
elements: (a) base salary; (b) short-term incentives, i.e., annual bonus; and
(c) long-term incentives, i.e., stock options.

COMPETITIVENESS. Total compensation for senior managers is targeted
to produce pay consistent with enherent's performance compared against a
group of direct competitors and selected major corporations of comparable
size and scope of operations.

PERFORMANCE CONTINGENCY. The design of the total compensation
package reflects a bias toward variable pay that matches pay to the
achievement of short-term and long-term performance objectives. For the named
officers and senior executives, the variable portion of the pay program
ranges from 50% -100% of total target pay.

The Committee based Mr. Woodward's compensation on the Company's
need to recruit and retain an experienced executive with a proven record of
success in the information technology services industry. Accordingly, the
Committee offered Mr. Woodward a substantial sign-on bonus and a

competitive annual compensation package. In order to properly incent Mr.
Woodward to increase shareholder value, the Committee granted Mr. Woodward a
substantial number of stock options.

ACCOUNTABILITY TO STAKEHOLDERS. Performance measures used in
enherent's incentive programs support value creation for our three key
stakeholders: shareholders, customers and employees.

Section 162(m) of the Internal Revenue Code generally limits the
deductibility of compensation to the Chief Executive Officer and the four
other most highly compensated officers in excess of $1 million per year,
provided, however, that certain "performance-based" compensation may be
excluded from such $1 million limitation. While neither the Chief Executive
Officer nor the four other most highly compensated officers of the Company
earned in excess of $1 million in fiscal year 2000, the Committee intends to
structure future annual cash bonus awards and stock option grants under the
Stock Option Plan in a manner designed to make such awards
"performance-based" compensation to the extent practicable.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee is composed of Douglas K. Mellinger, Jack
L. Rivkin and Irwin J. Sitkin, none of whom are employees or current officers
of enherent. Mr. Mellinger was CEO of enherent until June 1999. Mr. Rivkin
and Mr. Sitkin are not former officers of enherent.

PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return
on enherent common stock, including reinvestment of dividends since the date
of the Company's initial public offering in November 1997 through December
31, 2000, with the cumulative total return of the Russell 2000 index and a
peer group index assuming an investment of $100 since November 1997.

THE FOLLOWING GRAPH IS PRESENTED IN ACCORDANCE WITH SECURITIES AND
EXCHANGE COMMISSION REQUIREMENTS. STOCKHOLDERS ARE CAUTIONED AGAINST DRAWING
ANY CONCLUSIONS FROM THE DATA CONTAINED THEREIN, AS PAST RESULTS ARE NOT
NECESSARILY INDICATIVE OF FUTURE PERFORMANCE. THIS GRAPH IN NO WAY REFLECTS
ENHERENT'S FORECAST OF FUTURE FINANCIAL PERFORMANCE.

COMPARISON OF CUMULATIVE TOTAL RETURN SINCE PUBLICLY TRADED

DIVIDEND REINVESTED TOTAL RETURN

11/21/97 12/31/97 12/31/98 12/31/99 12/31/00

enherent Corporation 100.00 85.85 22.64 16.51 7.08
Peer Group Index 100.00 118.42 143.37 146.05 18.60
Russell 2000 Index 100.00 101.75 98.90 118.27 113.17

Notwithstanding anything to the contrary set forth in any of
enherent's filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that might
incorporate future filings by reference, including this Proxy Statement, in
whole or in part, the

foregoing Report of the Compensation Committee and Performance Graph shall
not be incorporated by reference into any such filings.

SUMMARY COMPENSATION TABLE

The following Summary Compensation Table sets forth information with
respect to the compensation paid by enherent during each of the three years
ended December 31, 2000, 1999 and 1998 to (i) each individual who served as
Chief Executive Officer during the fiscal year ended December 31, 2000, (ii)
each of the other executive officers of enherent whose total salary and bonus
exceeded $100,000 during 2000 and who were serving as executive officers as
of December 31, 2000, and (iii) two other individuals who served as executive
officers during 2000 and whose salary and bonus exceeded $100,000 during 2000:

ANNUAL COMPENSATION

OTHER NUMBER OF
ANNUAL SECURITIES ALL OTHER
NAME AND COMPENSATION UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ($) OPTIONS (#) ($)(2)
- ------------------ ---- ---------- --------- --- ----------- ------

Dan S. Woodward(1) 2000 318,000 515,809 0 269,585 99,059
CHAIRMAN & CHIEF EXECUTIVE 1999 195,000 350,000 0 710,000 14,213
OFFICER

Richard Rosenfeld(3) 2000 150,000 133,174 0 26,579 0
GENERAL COUNSEL & SECRETARY 1999 124,153 0 0 70,000 8,756
1998 54,034 0 0 3,600

Tim Sullivan 2000 150,000 45,000 0 56,579 40,233
SENIOR VICE PRESIDENT, 1999 32,981 0 0 70,000 12,901
STRATEGY & INNOVATION

Jack Mullinax(4) 2000 155,000 22,500 0 96,579 32,769
CHIEF FINANCIAL OFFICER, 1999 65,385 0 0 70,000 29,500
TREASURER & SECRETARY

Steve Barre 2000 150,000 22,500 0 56,579 30,580
EXECUTIVE VICE PRESIDENT, GM 1999 56,250 0 0 70,000 23,219
SOUTH

Stephen Michaelson(5) 2000 220,000 74,000 0 0 53,507
CHIEF OPERATING OFFICER & 1999 171,667 0 0 326,000 93,410
EXECUTIVE VICE PRESIDENT OF 1998 130,000 39,000 0 0 0
OPERATIONS

Edward Williams(6) 2000 200,000 30,000 50,000 0 0
EXECUTIVE VICE PRESIDENT 1999 83,333 0 0 70,000 375
OUTSOURCING

- -----------
(1) Mr. Woodward's employment began in May 1999. Mr. Woodward has served as
President and CEO since the date his employment began. The year 2000 bonus
amount includes a $230,000 bonus guarantee for 1999, which was paid in
2000. The other compensation amount includes cost of Company provided
automobile, housing, personal travel and meals allowance.

(2) This amount includes personal travel, housing, car allowance and meal
allowance.

(3) Mr. Rosenfeld's employment began in July 1998. Mr. Rosenfeld resigned his
position as General Counsel and Secretary effective December 29, 2000. Per
the Company Stock Option Plan, Mr.

Rosenfeld's employment agreement and Mr. Rosenfeld's Separation Agreement,
all options vested on the date of resignation and will expire on
May 10, 2001.

(4) Mr. Mullinax employment began in July 1999. Mr. Mullinax was named CFO &
Treasurer effective September 15, 2000. Mr. Mullinax was named Corporate
Secretary effective December 29, 2000.

(5) Mr. Michaelson resigned his employment with the Company effective June 30,
2000. Per the Company Stock Option Plan and Mr. Michaelson's employment
agreement, all outstanding options expired on September 30, 2000.

(6) Mr. Williams resigned his employment with the Company effective August 31,
2000. Per the Company Stock Option Plan and Mr. Williams' employment
agreement, all outstanding options expired on November 30, 2000. Mr.
Williams' Other Annual Compensation amount of $50,000 was for commissions
earned during 2000.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information concerning the grant of
stock options to each of the named executive officers during the last fiscal
year.

OPTION GRANTS IN LAST FISCAL YEAR

POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- ------------------------------------------------------------------------------------------- ---------------------
% OF TOTAL
OPTIONS
NUMBER OF GRANTED TO EXERCISE
SECURITIES EMPLOYEES OR BASE
UNDERLYING OPTIONS IN FISCAL PRICE EXPIRATION
NAME GRANTED (#) YEAR ($/SH) DATE 5% ($) 10% ($)
- ---------------------------- --------------------- ------------- ------------ ------------- ----------- ---------

Dan S. Woodward 84,174 5.2 1.188 2010 62,878 159,341
185,412 11.5 1.188 2010 138,503 350,985

Richard Rosenfeld(1) 26,579 1.6 1.188 2010 19,858 50,314

Tim Sullivan 26,579 1.6 1.188 2010 19,858 50,314
30,000 1.9 0.6875 2010 11,509 32,880

Jack Mullinax 26,579 1.6 1.188 2010 19,858 50,314
70,000 4.3 0.6875 2010 30,310 76,720

Steve Barre 26,579 1.6 1.188 2010 19,858 50,314
30,000 1.9 0.6875 2010 11,509 32,880

Stephen Michaelson(2) 121,503 7.5 1.188 2010 90,763 230,005

Edward D. Williams(3) 26,579 1.6 1.188 2010 19,858 50,314

- ----------------------
* less than 1%

(1) Mr. Rosenfeld resigned his position as General Counsel and Secretary
effective December 29, 2000. Per the Company Stock Option Plan, Mr.
Rosenfeld's employment agreement and Mr. Rosenfeld's Separation Agreement,
all options vested on the date of resignation and will expire on May 10,
2001.

(2) Mr. Michaelson resigned his employment with the Company effective
June 30, 2000. Per the Company Stock Option Plan and Mr. Michaelson's
employment agreement all outstanding options expired on September 30, 2000.

(3) Mr. Williams resigned his employment with the Company effective August 31,
2000. Per the Company Stock Option Plan and Mr. Williams's employment
agreement, all outstanding options expired on November 30, 2000.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES

The following table sets forth information concerning the exercise
of stock options during the last fiscal year by each of the named executive
officers and year-end values of unexercised options.

NUMBER OF NUMBER OF SHARES UNDERLYING VALUE OF UNEXERCISED
SHARES VALUE UNEXERCISED OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT FISCAL
ACQUIRED ON REALIZED YEAR END (#) YEAR-END ($) (1)
NAME EXERCISE (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------------------------------ ------------- ------------ --------------------------------- ---------------------------------

Dan S. Woodward 0 0 236,666/742,919 0/0
Richard Rosenfeld 0 0 29,999/66,579 0/0
Tim Sullivan 0 0 23,333/103,246 0/7,500
Jack Mullinax 0 0 23,333/143,246 0/17,500
Steve Barre 0 0 23,333/103,246 0/7,500
Ed Williams 0 0 0/0 0/0
Stephen Michaelson 0 0 0/0 0/0

- ---------------------
(1) Based on the difference between the exercise price of the options and the
fair-market value of the enherent common stock on December 31, 2000
($.9375).

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

The Company entered into an employment agreement with Dan S.
Woodward ("Woodward Agreement"). The Woodward Agreement has a term of three
years commencing on May 17, 1999. Under the agreement Mr. Woodward shall
serve as President and Chief Executive Officer, earning a base salary of
$318,000, with a target bonus opportunity of 100% of the base salary under
the annual incentive award plan determined by the Compensation Committee. For
1999, Mr. Woodward was guaranteed a $150,000 bonus. The Company agreed to pay
Mr. Woodward a sign-on bonus in the aggregate sum (net of all payroll taxes)
of $200,000 in cash within three business days of the start of Mr. Woodward's
employment with the Company and an additional sign-on bonus of the cash
equivalent of 40,000 shares of the Company's stock measured as of the date he
joined the Company, such additional sign-on bonus to be paid on or before
January 15, 2000. In addition, the Company awarded Mr. Woodward options to
purchase 710,000 shares of common stock and agreed to pay over the term of
the Woodward Agreement up to a total of $125,000 as reimbursement for all
reasonable and documented costs associated with his relocating his residence,
traveling to and from his residence, local housing, automobile costs and
other costs directly related to his relocation, housing or travel.

If Mr. Woodward's employment is terminated without cause (as defined
in the Woodward Agreement), enherent shall continue to pay Mr. Woodward (i)
the annual base salary at the date of

termination for the greater of one (1) year or remainder of the term and (ii)
any earned Performance Bonus prorated as of the date of termination. enherent
shall also continue to pay employee benefits, including relocation allowance
and vacation time, for the greater of one (1) year or the remainder of the
term.

Under his Employment Agreement, Mr. Jack Mullinax serves as Chief
Financial Officer and EVP Corporate Services, earning a base salary of
$180,000, with future raises and other compensation to be determined by the
Board of Director's Compensation Committee. The Employment Agreement
commenced August 1, 1999, and has a two-year term. Mr. Mullinax was awarded
options to purchase 70,000 shares of the Company's common stock.

If Mr. Mullinax' employment is terminated, without cause (as defined
in the Employment Agreement) during the term, then he will be entitled to
receive one (1) year salary continuation of base salary and any performance
bonus pro-rated to the date of termination. In addition, all his options will
vest upon a termination without cause.

Under the terms of the Employment Agreement, Mr. Mullinax
participates in a performance-based incentive compensation program developed
by the Compensation Committee, with performance goals based on, among other
factors, the financial growth of enherent, and on a basis no less favorable
than the program provides for other executives.

Mr. Michaelson's date of termination from the Company was June 30,
2000. Under the terms of his employment agreement, the Company agreed to
continue payment of his salary in effect at the time of his resignation from
the Company for a period of 12 months, and he is entitled during the salary
continuation period to participate in the Company's 401(k) plan.

Mr. Rosenfeld resigned his position effective December 29, 2000.
Under the terms of his employment agreement, the Company agreed to a one-time
buyout instead of a salary continuation.

Mr. Williams resigned his employment with the Company effective
August 31, 2000. Under the terms of his employment agreement, the Company
agreed to continue payment of his salary in effect at the time of his
resignation from the Company for a period of 9 months, and he is entitled
during the salary continuation period to participate in the Company's 401(k)
plan.

CERTAIN TRANSACTIONS

Mr. Isaac Shapiro, a Director of enherent, is a partner of the law
firm of Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden, Arps"). enherent
retained Skadden, Arps to provide various legal services to the Company
during 2000; the amount paid to Skadden, Arps for such services did not
exceed 5% of Skadden, Arps' gross revenues for fiscal year 2000.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

enherent's directors, executive officers and beneficial owners of
more than 10% of its common stock (collectively, "insiders") are required
under the Exchange Act to file with the Securities and Exchange Commission
(the "SEC") reports of ownership and changes in ownership in their holdings
of enherent common stock. Copies of these reports must also be furnished to
enherent. The SEC has established specific due dates, and we are required to
disclose in the proxy statement any failure to file by those dates. Based on
our review of copies of Section 16(a) reports that we received from insiders
for their 2000 transactions, we believe that our insiders have complied with
all Section 16(a) filing requirements applicable to them during 2000, with
two exceptions. A Form 5 covering Douglas K

Mellinger's February 2000 gifting of 71,000 shares of enherent stock to the
Stepping Stones Museum for Children was filed in March 2001 rather than by
February 14, 2001. A Form 5 covering Michael Enthoven's sale of 13,000 shares
of enherent stock was filed in March 2001 rather than by February 14, 2001.

APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors, upon the recommendation of the Audit
Committee, has selected Ernst & Young LLP to serve as enherent's independent
public accountants for the year ending December 31, 2001. Ernst & Young LLP
has been enherent's auditors since July, 1997.

Your ratification of our Board of Directors' selection of Ernst &
Young LLP is not necessary because our Board has responsibility for selection
of our independent auditors. Nevertheless, if the appointment is not
approved, the Board of Directors will reconsider its appointment. A
representative of Ernst & Young LLP is expected to be present at the Annual
Meeting, will be available to respond to questions and will have the
opportunity to make a statement, should he or she so desire.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS FOR 2002.

VOTING RESULTS OF THE ANNUAL MEETING

We will announce the voting results at the meeting and will publish
the results in our quarterly report on Form 10-Q for the second quarter of
2001. We will file that report with the Securities and Exchange Commission,
and you can get a copy by contacting either our Secretary at (972) 243-8345
or the Securities and Exchange Commission at (800) SEC-0330 or www.sec.gov.

STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

Under the rules of the SEC, the date by which proposals of
stockholders intended to be presented at the 2002 Annual Meeting of
Stockholders must be received by enherent for inclusion in its Proxy
Statement and form of proxy relating to that meeting is December 2, 2001.
Proposals may be mailed to enherent Corp., Secretary, 12300 Ford Road, Suite
450, Dallas, Texas 75234.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors knows
of no matters that will be presented for consideration at the Annual Meeting
other than the proposals set forth in this Proxy Statement. However, if any
other matter calling for a vote of stockholders is properly presented at the
Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote in accordance with their best judgment on such matters.

A COPY OF ENHERENT'S ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS)
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS BEING MAILD TOGETHER
WITH THIS PROXY STATEMENT. SUCH REPORT SHOULD NOT BE CONSIDERED AS PART OF
THE PROXY MATERIALS. ADDITIONAL COPIES ARE AVAILABLE AND WILL BE SENT TO ANY
STOCKHOLDER WITHOUT CHARGE UPON WRITTEN REQUEST TO ENHERENT CORP., 12300 FORD
ROAD, SUITE 450, ATTENTION: JACK D. MULLINAX, CORPORATE SECRETARY. THE ANNUAL
REPORT ON FORM 10-K IS ALSO AVAILABLE ELECTRONICALLY ON ENHERENT'S INTERNET
WEB SITE AT HTTP://WWW.ENHERENT.COM.

By order of the Board of Directors,

/s/ Jack D. Mullinax
--------------------
Jack D. Mullinax
Secretary

April 4, 2001

"ANNEX A"

PRT GROUP AUDIT COMMITTEE CHARTER

ORGANIZATION

This charter governs the operation of the audit committee. The committee
shall review and reassess the charter at least annually and obtain the
approval of the board of directors. The committee shall be appointed by the
board of directors and shall comprise at least three directors, each of whom
are independent of management and the Company. Members of the committee shall
be considered independent if they have no relationship that may interfere
with the exercise of their independence from management and the Company. All
committee members shall be financially literate and at least one member shall
have accounting or related financial management expertise.

STATEMENT OF POLICY

The audit committee shall provide assistance to the board of directors in
fulfilling their oversight responsibility to the shareholders, potential
shareholders, the investment community, and others relating to the Company's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, the internal audit function, the
annual independent audit of the Company's financial statements, and the legal
compliance and ethics programs as established by management and the board. In
so doing, it is the responsibility of the committee to maintain free and open
communication between the committee, independent auditors, the internal
auditors and management of the Company. In discharging its oversight role,
the committee is empowered to investigate any matter brought to its attention
with full access to all books, records, facilities, and personnel of the
Company and the power to retain outside counsel, or other experts for this
purpose.

RESPONSIBILITIES AND PROCESSES

The primary responsibility of the audit committee is to oversee the Company's
financial reporting process on behalf of the board and report the results of
their activities to the board. Management is responsible for preparing the
Company's financial statements, and the independent auditors are responsible
for auditing those financial statements. The committee in carrying out its
responsibilities believes its policies and procedures should remain flexible,
in order to best react to changing conditions and circumstances. The
committee should take the appropriate actions to set the overall corporate
"tone" for quality financial reporting, sound business risk practices, and
ethical behavior.

INTERNAL AUDITOR

The audit committee will be involved in reviewing and evaluating assignments
for the internal auditor to perform on a quarterly basis, including, but not
limited to, financial reviews, compliance with SEC and Nasdaq requirements,
company's policies and procedures, officers compensation and benefits,
contracts and any other matter deemed necessary by the board. The internal
audit function will report directly to the audit committee and indirectly to
the CEO. The internal auditor will report quarterly to the audit committee on
their findings and provide recommendations with agreement from management.
Any fraud or misuse of company's assets will automatically be brought to
management and audit committee attention immediately.

The following shall be the principal processes of the audit committee in
carrying out its oversight responsibilities.

o The committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the board and the audit committee, as representatives of

the Company's shareholders. The committee shall have the ultimate authority
and responsibility to evaluate and, where appropriate, replace the
independent auditors. The committee shall discuss with the auditors their
independence from management and the Company and the matters included in
the written disclosures required by the Independence Standards Board.
Annually, the committee shall review and recommend to the board the
selection of the Company's independent auditors, subject to shareholders'
approval.

o The committee shall discuss with the internal auditors and the independent
auditors the overall scope and plans for their respective audits including
the adequacy of staffing and compensation. Also, the committee shall
discuss with management, the internal auditors, and the independent
auditors the adequacy and effectiveness of the accounting and financial
controls, including the Company's system to monitor and manage business
risk, and legal and ethical compliance programs. Further, the committee
shall meet separately with the internal auditors and the independent
auditors, with and without management present, to discuss the results of
their examinations.

o The committee shall review the interim financial statements with management
and the independent auditors prior to the filing of the Company's Quarterly
Report on Form 10-Q. Also, the committee shall discuss the results of the
quarterly review and any other matters required to be communicated to the
committee by the independent auditors under generally accepted auditing
standards. The chair of the committee may represent the entire committee
for the purposes of this review.

o The committee shall review with management and the independent auditors the
financial statements to be included in the Company's Annual Report on Form
10-K (or the annual report to shareholders if distributed prior to the
filing of Form 10-K), including their judgment about the quality, not just
acceptability, of accounting principles, the reasonableness of significant
judgments, and the clarity of the disclosures in the financial statements.
Also, the committee shall discuss the results of the annual audit and any
other matters required to be communicated to the committee by the
independent auditors under generally accepted auditing standards.

- ---------------------------------------------------------------------------------------------------------------
A = Annually; Q = Quarterly; AN = As Necessary Frequency Planned Timing
- ---------------------------------------------------------------------------------------------------------------

FINANCIAL MANAGEMENT A Q AN Q1 Q2 Q3 Q4
- ---------------------------------------------------------------------------------------------------------------
Annual Report on Form 10-K [10-KSB] and proxy x
- ---------------------------------------------------------------------------------------------------------------
Quarterly Reports on Form 10-Q * x
- ---------------------------------------------------------------------------------------------------------------
Assessment of internal control environment and systems of x
internal controls
- ---------------------------------------------------------------------------------------------------------------
New accounting and financial reporting requirements x
- ---------------------------------------------------------------------------------------------------------------
Status of significant accounting estimates and judgments
(e.g., reserves) and special issues (e.g., major transactions, x
accounting changes, etc.)
- ---------------------------------------------------------------------------------------------------------------
Other matters (adequacy of staffing, succession planning, etc.) x
- ---------------------------------------------------------------------------------------------------------------
Executive session with management x
- ---------------------------------------------------------------------------------------------------------------
INDEPENDENT AUDITORS
- ---------------------------------------------------------------------------------------------------------------
Results of annual audit (including required communications) x
- ---------------------------------------------------------------------------------------------------------------
Results of timely quarterly reviews (including required communications)* x
- ---------------------------------------------------------------------------------------------------------------
Report on internal control weaknesses and other recommendations x
and management response
- ---------------------------------------------------------------------------------------------------------------
Scope of interim reviews and annual audit and fees x
- ---------------------------------------------------------------------------------------------------------------
Required written communication and discussion of independence x
- ---------------------------------------------------------------------------------------------------------------
Other matters (adequacy of financial staff, succession planning, x
etc.)
- ---------------------------------------------------------------------------------------------------------------
Executive session with independent auditors x
- ---------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------
INTERNAL AUDITOR
- ---------------------------------------------------------------------------------------------------------------
Scope of internal auditing plan for upcoming year x
- ---------------------------------------------------------------------------------------------------------------
Internal auditing costs (budget/actual) x
- ---------------------------------------------------------------------------------------------------------------
Coordination with independent auditors x
- ---------------------------------------------------------------------------------------------------------------
Defalcations and irregularities x
- ---------------------------------------------------------------------------------------------------------------
Compliance review: Business conduct policy x
- ---------------------------------------------------------------------------------------------------------------
Compliance review: Director and executive officer perquisites x
and expenses
- ---------------------------------------------------------------------------------------------------------------
Summary of significant audit findings and status update relative x
to annual plan
- ---------------------------------------------------------------------------------------------------------------
Executive session with Director of Internal Auditing x
- ---------------------------------------------------------------------------------------------------------------
OTHER MEMBERS OF MANAGEMENT
- ---------------------------------------------------------------------------------------------------------------
Legal Matters (General Counsel)
- ---------------------------------------------------------------------------------------------------------------
o Conflict of interest and ethics policies x
- ---------------------------------------------------------------------------------------------------------------
o Litigation status/regulatory mattes x
- ---------------------------------------------------------------------------------------------------------------
Information systems matters (MIS Director) x
- ---------------------------------------------------------------------------------------------------------------
Risk management processes and assessment x
(Risk Management Director)
- ---------------------------------------------------------------------------------------------------------------
Tax matters (Tax Director) x
- ---------------------------------------------------------------------------------------------------------------
Others x
- ---------------------------------------------------------------------------------------------------------------

AUDIT COMMITTEE A Q AN Q1 Q2 Q3 Q4
- ---------------------------------------------------------------------------------------------------------------
Report results of annual independent audit to the board x
- ---------------------------------------------------------------------------------------------------------------
Recommend to the board the appointment of independent auditors x
- ---------------------------------------------------------------------------------------------------------------
Review annual proxy statement audit committee report and x
charter
- ---------------------------------------------------------------------------------------------------------------
Evaluate audit committee effectiveness (i.e., self-assessment) x
- ---------------------------------------------------------------------------------------------------------------
Reassess the adequacy of the audit committee charter and x
obtain board approval
- ---------------------------------------------------------------------------------------------------------------
Approve audit committee meeting planner for the upcoming year and x
confirm mutual expectations with management and the auditors
- ---------------------------------------------------------------------------------------------------------------
Evaluate Internal Auditing's performance x
- ---------------------------------------------------------------------------------------------------------------
Approve minutes of previous meeting x
- ---------------------------------------------------------------------------------------------------------------
Report significant matters to the board x
- ---------------------------------------------------------------------------------------------------------------
Executive session of committee members x
- ---------------------------------------------------------------------------------------------------------------
Orientation of new members and continuing education (e.g., x
accounting and financial topics)
- ---------------------------------------------------------------------------------------------------------------
Others matters x
- ---------------------------------------------------------------------------------------------------------------

* Note that the chair of the audit committee may represent the entire committee
in order to facilitate conducting these reviews timely.

THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED "FOR" THE PROPOSALS Please mark
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. your votes as /X/
indicated in
this example

1. Election of Directors 2. Ratification of the appointment of accountants.
The Board of Directors recommends a vote "FOR" the nominees The Board of Directors recommends a vote "FOR" the
listed below: ratification of accountants.

FOR WITHHELD EXCEPTIONS FOR AGAINST ABSTAIN
/ / / / / / / / / / / /

*Exceptions: ______________________________________________ 3. In their discretion, the Proxies are authorized to vote
upon such other business as may properly come before
To vote your shares for all director nominees mark the "For" the meeting or any adjournment thereof.
box on Item 1. To withhold your votes for all nominees, mark the
"Withheld" BOX. If you do not wish your shares voted for a
particular nominee, mark the "Exceptions" box and enter the name(s)
of the exception(s) in the space provided. Such a mark will be
deemed a vote "FOR" a nominee other than these listed as
exceptions.

Check here if you:
------------------
-plan to attend the Annual Meeting / /

-want to stop receiving more than one Annual / /
Report at this address

-have a change of address on this card / /
(indicate address change below)

Signature ___________________________________________ Signature ___________________________________________ Date _________________
Please sign name exactly as it appears on this card. Joint owners should each sign. Attorneys, trustees, executors, administrators,
custodians, guardians or corporate officers should give full title.

- FOLD AND DETACH HERE -

SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE

ENHERENT CORP

PROXY/VOTING INSTRUCTION CARD

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ENHERENT
CORP. FOR THE ANNUAL MEETING OF STOCKHOLDERS ON MAY 3, 2001.

The undersigned hereby authorizes Jack D. Mullinax and George O. Warman, and
each or any of them with power to appoint his substitute, to vote as Proxy
for the undersigned at the Annual Meeting of Stockholders to be held at the
Holiday Inn Select, 2645 LBJ Freeway, Dallas, Texas 75234 on May 3, 2001 at
9:00 a.m., or any adjournment or postponement thereof, the number of shares
which the undersigned would be entitled to vote if personally present. The
proxies shall vote subject to the directions indicated on the reverse side of
this card and proxies are authorized to vote in their discretion upon such
other business as may properly come before the meeting and any adjournments
or postponements thereof. The proxies will vote as the Board of Directors
recommends where the undersigned does not specify a choice.

- FOLD AND DETACH HERE -

CAUTION! PLEASE DO NOT FOLD, STAPLE, OR TEAR THIS CARD