[ENHERENT CORP. LOGO]
EXHIBIT 10.4
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is effective the 1st day of
April, 2005, contingent on shareholder approval of the pending merger with
Dynax, by and between enherent Corp., 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 "Company") and Douglas Catalano, an individual
residing at 79 Hidden Valley Rd., Marshfield, MA 02050 (the "Consultant").
RECITALS:
A. Company is a global information technology services company.
B. The Consultant is experienced in the information technology services
industry and has been Chairman, President and Chief Executive Officer of the
Company.
C. The Consultant will provide transition assistance to the new Chief
Executive Officer.
D. Company agrees that it shall not require Consultant to engage in any
conduct, which would violate any of the Consultant's obligations to current or
former Companies arising under this Agreement.
E. The Consultant is willing to make his services available to Company
on the terms and conditions hereinafter set forth.
AGREEMENT:
Therefore, in consideration of the premises, mutual covenants and
agreements of the parties contained herein, and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, Company
and the Consultant hereby agree as follows:
1) Term: The term (the "Term") of this Agreement shall begin on April 1,
2005 and shall end on June 30, 2005. The Term of this Agreement shall be three
(3) months and shall not be further extended without the mutual written consent
of the parties.
2) Duties: The Consultant will provide transition assistance to the new
Chief Executive Officer of the Company to insure an orderly turnover of duties,
including but not limited to:
a) introduction to key enherent client contacts;
b) meetings with enherent staff; and
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c) assistance in understanding operations, finance, legal, sales,
recruiting, and investor relations. In addition, the Consultant shall perform
such duties as may be reasonably assigned to him by the Chief Executive Officer.
During the Term, Consultant shall be compensated as follows:
3)
a) Compensation. Consultant shall be paid fifteen thousand dollars
($15,625) (the "Monthly Base Fee"), in two equal installments of seven thousand
eight hundred twelve dollars and fifty cents ($7,812.50) payable on the 15th and
30th of each month starting on April 15, 2005, for 80 hours of service per
month. Consultant shall be paid as an independent contractor, payment to be
reported on Form 1099. The total number of hours covered by the Term of this
Agreement is 240.
b) Additional Compensation. Should Consultant provide services to the
Company in excess of 240 hours he shall be paid $135 per hour for any additional
services that have been pre-approved in writing by the Company.
4) Expense Reimbursement and Other Benefits.
a) Reimbursement of Expenses. During the term of Consultant's
engagement hereunder, Company, upon the Consultant's submission of proper
substantiation in accordance with Company's standard procedure, shall reimburse
the Consultant for all reasonable expenses actually paid or incurred by the
Consultant in the course of and pursuant to the business of Company. Proper
substantiation shall include, but not be limited to, copies of all relevant
invoices, receipts or other evidence reasonably requested by Company.
5) Restrictions. All Restrictions set out in Clause 6 of Consultant
Employment Agreement with the Company dated February 16, 2004 shall remain in
full force and effect through the term of this Consulting Agreement and for the
periods stated in Clause 6 of the Employment Agreement.
6) 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.
7) 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
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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
at the address specified above.
IN WITNESS WHEREOF, the Company, by its appropriate officer, signed
this Agreement and Consultant has signed this Agreement, as of the day and year
first above written.
AGREED TO BY: AGREED TO BY:
Consultant: Douglas Catalano enherent Corp.
----------------- Pamela Fredette
CEO/Chairman/President
By: /s/ Douglas Catalano By: /s/ Pamela Fredette
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Date: 4/5/05 Date: 4/5/05
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