-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KrUvY4VQ8zqAzNcjrNsx/q9SoTvZ/z71VHtiit8Awnm0evQWgEoreDdEwI8waCHA zVG5tmDEaD9gtXoEie5+TQ== 0000914760-02-000216.txt : 20021219 0000914760-02-000216.hdr.sgml : 20021219 20021219104304 ACCESSION NUMBER: 0000914760-02-000216 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021219 GROUP MEMBERS: GOLDSTONE TECHNOLOGIES LIMITED FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRIMESOFT LLC CENTRAL INDEX KEY: 0001210370 IRS NUMBER: 043391955 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 8603 WESTWOOD CENTER DR STREET 2: STE 200 CITY: VIENNA STATE: VA ZIP: 22182 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENHERENT CORP CENTRAL INDEX KEY: 0001045560 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 133914972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-54115 FILM NUMBER: 02862521 BUSINESS ADDRESS: STREET 1: 12300 FORD RD STREET 2: SUITE 450 CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 9173453800 MAIL ADDRESS: STREET 1: 12300 FORD RD STREET 2: SUITE 450 CITY: DALLAS STATE: TX ZIP: 75234 FORMER COMPANY: FORMER CONFORMED NAME: PRT GROUP INC DATE OF NAME CHANGE: 19970905 SC 13D 1 p6611913d.txt DECEMBER 19, 2002 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _____)* Enherent Corp. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 293313-10-2 - -------------------------------------------------------------------------------- (CUSIP Number) Todd Cavaluzzi, Esq. McDermott, Will & Emery 600 13th Street, N.W. Washington, DC 20005 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 9, 2002 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 293313-10-2 Page ___ of ___ Pages --------------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Primesoft, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/X/ (b)/ / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 4,625,000** REPORTING ----------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,625,000** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,625,000** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ** REPRESENTS (1) 2,750,000 SHARES OF SERIES A SENIOR PARTICIPATING CONVERTIBLE PREFERRED STOCK, PAR VALUE $.001 PER SHARE EACH OF WHICH MAY BE CONVERTED INTO ONE SHARE OF COMMON STOCK, AND (2) 1,875,000 WARRANTS WHICH MAY BE EXCHANGED FOR 1,875,000 SHARES OF COMMON STOCK. SCHEDULE 13D CUSIP No. 293313-10-2 Page ___ of ___ Pages --------------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Goldstone Technologies Limited - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/X/ (b)/ / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION India - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 4,625,000** REPORTING ----------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,625,000** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,625,000** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ** REPRESENTS SHARES DIRECTLY BENEFICIALLY OWNED BY PRIMESOFT, LLC. SCHEDULE 13D ------------ ITEM I - SECURITY AND ISSUER The class of security to which this statement relates is the common stock, par value $0.001 per share (the "Common Stock") of enherent Corp. (the "Company"), a Delaware corporation whose principal executive office is located at 12300 Ford Road, Suite 450, Dallas, Texas 75234. ITEM II - IDENTITY AND BACKGROUND (a) This statement is being filed jointly pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of (i)Primesoft, LLC, ("Primesoft") by virtue of its direct beneficial ownership of Company securities convertible into Company Common Stock as further described below in Item III, and (ii) Goldstone Technologies Limited, (Goldstone) by virtue of its ownership of all of the outstanding membership interests of Primesoft (each individually, a "Reporting Person" and collectively, "Reporting Persons"). Attached as Schedule A is information concerning each executive officer and director of Primesoft and Goldstone. Schedule A is incorporated into and made a part of this Schedule 13D. (b) The address of the principal business and principal place of business of Primesoft is 8603 Westwood Center Dr. Suite #200, Vienna, Virginia 22182. The address of the principal business and principal place of business of Goldstone is 9-1-83 & 84 Amarchand Sharma Complex,S D Road, Secunderabad - 500 003, Andhra Pradesh, India. (c) Primesoft, LLC is a software consulting company organized under the laws of Delaware. Goldstone Technologies Limited is a software consulting company organized under the laws of India. (d) During the last five years, none of the Reporting Persons, nor, to the knowledge of each Reporting Person, any of their respective officers, directors, or controlling persons, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). (e) During the last five years, none of the Reporting Persons, nor, to the knowledge of each Reporting Person, any of their respective officers, directors, or controlling persons, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Primesoft, LLC is a Delaware limited liability company. Goldstone Technologies Limited is an Indian corporation organized under the laws of India. Except as otherwise indicated on Schedule A, to the knowledge of each Reporting Person, each executive officer and director named in Schedule A to this Schedule 13D is a citizen of India. ITEM III - SOURCE AND AMOUNT OF FUNDS Primesoft acquired 2,750,000 shares of Series A Senior Participating Convertible Preferred Stock, par value $0.001 per share (the "Series A Stock") and Warrants to purchase 1,875,000 shares of the Company's Common Stock (the "Warrants") for a total purchase price of $310,000. Each share of Series A Stock may be converted into one share of the Company's Common Stock at any time, and each Warrant may be converted into one share of the Company's Common Stock at any time at an exercise price of $1.00 per share. The source of such funds was an undocumented short-term loan from Primesoft's parent company, Goldstone. Goldstone used internal working capital to fund the loan to Primesoft. ITEM IV - PURPOSE OF THE TRANSACTION On December 3, 2002, Primesoft entered into a Securities Purchase Agreement (the "Agreement") with The Travelers Indemnity Company, ("Travelers") a Connecticut corporation. According to the Agreement, attached to this Schedule 13D as Exhibit 2, Primesoft agreed to purchase and Travelers agreed to sell (i) 2,750,000 shares of the Company's Series A Stock for $0.1123636 per share, representing an aggregate price of $309,000 and (ii) 1,875,000 Warrants for $0.0005333 per Warrant, representing an aggregate price of $1,000. Effective December 9, 2002, Primesoft had paid Travelers an aggregate amount of $310,000 and Travelers had delivered the Series A Stock and the Warrants to Primesoft. The foregoing description is qualified in its entirety by reference to the full text of the Agreement. The Reporting Persons are currently evaluating possible courses of action with respect to their investment in the Company. The Reporting Persons have not currently formulated any definitive plans or proposals or made any decisions about such courses of action. The Reporting Persons will consider the feasibility and advisability of various alternative courses of action, including (i) holding their shares of Common Stock as passive investors or as active investors (whether or not as a member of a group with other beneficial owners of the Common Stock or otherwise), (ii) forming a group with other beneficial owners of Common Stock, (iii) acquiring beneficial ownership of additional shares of Common Stock in the open market, in privately negotiated transactions or otherwise, (iv) acquiring control of the Company through such acquisition of beneficial ownership of additional shares of Common Stock, or through voting agreement(s) governing the Common Stock, (v) acquiring all or substantially all of the outstanding shares of the Common Stock, (vi) engaging in an extraordinary corporate transaction, including a possible merger, reorganization or liquidation, involving the Company or any of its subsidiaries, (vii) making changes to the present Board of Directors or management of the Company, including changing the number or term of directors or filling any existing vacancies on the Board, (viii) making a material change in the present capitalization or dividend policy of the Company, (ix) making other material changes in the Company's business or corporate structure, (x) making changes to the Company's charter or by-laws or other actions which may impede the acquisition or control of the Company by any other person, (xi) disposing of all or part of their holdings of Common Stock, (xii) entering into strategic alliances with the Company to cross-market or cross-promote the entities, (xiii) taking other actions which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4, or (xiv) changing their intention with respect to any or all of the matters referred to in this Item 4, (xv) pursuing strategic operating relationships with the Company, (xvi) engaging in a sale or transfer of a material amount of assets of the Company or any of its subsidiaries, (xvii) causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, or (xviii) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act. Other than as described above, as of the date of this filing, the Reporting Persons have not formulated any definitive plans or proposals which relate to or would result in: (a) the acquisition of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) a material change in the present capitalization or dividend policy of the Company; (f) other material changes in the Company's business or corporate structure; (g) changes to the Company's charter or by-laws or other actions which may impede the acquisition or control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above. ITEM V - INTEREST IN SECURITIES OF THE ISSUER The percentage calculations in Item 5 of this Schedule 13D are based upon the 17,502,188 shares of Common Stock outstanding, as reported in the Company's Form 10-Q filed on November 13, 2002. (a) Primesoft: As of December 9, 2002, Primesoft directly beneficially owned Series A Stock and Warrants that are convertible into 4,625,000 shares, or 20.9%, of the Company's Common Stock. Goldstone: As of December 9, 2002, Goldstone indirectly beneficially owned Series A Stock and Warrants that are convertible into 4,625,000 shares, or 20.9%, of the Company's Common Stock, representing the securities directly beneficially owned by Primesoft. (b) Goldstone may be considered to have the sole power to direct the vote and to direct the disposition of securities convertible into 4,625,000 shares of Common Stock directly beneficially owned by Primesoft. (c) Other than the transaction described in Item 4(a) above, to the best knowledge of the Reporting Persons (i) none of the individuals named in Schedule A to this Schedule 13D and (ii) none of the Reporting Persons have effected a transaction in shares of Common Stock during the past 60 days. (d) No person, other than Primesoft, has the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from the sale of, the Common Stock underlying the Series A Stock and the Warrants owned by Primesoft. (e) Not Applicable. ITEM VI - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On December 3, 2002, Travelers Indemnity entered into a Securities Purchase Agreement that closed on December 9, 2002, pursuant to which Primesoft purchased certain securities of the Company. See Item 4(a) and Exhibit 2 attached hereto. ITEM VI - MATERIAL TO BE FILED AS EXHIBITS. Exhibit Description - ------- ----------- 1 Joint Filing Agreement among the Reporting Persons 2 Securities Purchase Agreement After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. SIGNATURE: PRIMESOFT, LLC A Delaware limited liability company /s/ Mahita Caddell -------------------------------------- Name: Mahita Caddell Title: Director GOLDSTONE TECHNOLOGIES LIMITED A corporation organized under the laws of India /s/ Mahita Caddell -------------------------------------- Name: Mahita Caddell Title: Director SCHEDULE A ---------- PRIMESOFT, LLC: The following is a list of the directors and executive officers of Primesoft, LLC, setting forth their present principal occupation or employment and the name and principal business of any corporation or other organization in which such employment is conducted for each such person. Unless otherwise indicated, all directors and officers listed below are citizens of India, and their business address is: Primesoft, LLC, 8603 Westwood Center Dr. Suite #200, Vienna, Virginia 22182.
- ---------------------------------------- -------------------------------------- -------------------------------------- NAME (CITIZENSHIP) POSITION PRESENT PRINCIPAL OCCUPATION OR EMPLOYER - ---------------------------------------- -------------------------------------- -------------------------------------- Kishore V. Khandavalli Director Primesoft, LLC - ---------------------------------------- -------------------------------------- -------------------------------------- Mahita Caddell (USA) Director Director, Goldstone Technologies Limited - ---------------------------------------- -------------------------------------- --------------------------------------
GOLDSTONE TECHNOLOGIES LIMITED The following is a list of the directors and executive officers of Goldstone Technologies Limited, setting forth their present principal occupation or employment and the name and principal business of any corporation or other organization in which such employment is conducted for each such person. Unless otherwise indicated, all directors and officers listed below are citizens of India, and their business address is: 9-1-83 & 84 Amarchand Sharma Complex,S D Road, Secunderabad - 500 003, Andhra Pradesh, India.
- ---------------------------------------- -------------------------------------- -------------------------------------- NAME (CITIZENSHIP) POSITION PRESENT PRINCIPAL OCCUPATION OR EMPLOYER - ---------------------------------------- -------------------------------------- -------------------------------------- Dr. K.K. Krishnan Kutty Chairman Goldstone Technologies Limited - ---------------------------------------- -------------------------------------- -------------------------------------- K. Vasudeva Rao Executive Director Goldstone Technologies Limited - ---------------------------------------- -------------------------------------- -------------------------------------- L.P. Shashikumar Director Goldstone Technologies Limited - ---------------------------------------- -------------------------------------- -------------------------------------- J.A. Rao Director Goldstone Technologies Limited - ---------------------------------------- -------------------------------------- -------------------------------------- P. Ramesh Babu Director Goldstone Technologies Limited - ---------------------------------------- -------------------------------------- -------------------------------------- Mahita Caddell (USA) Director Goldstone Technologies Limited - ---------------------------------------- -------------------------------------- --------------------------------------
EXHIBIT LIST ------------ Exhibit Description - ------- ----------- 1 Joint Filing Agreement among the Reporting Persons 2 Securities Purchase Agreement EX-99.1 3 p6611913dx1.txt JOINT FILING AGREEMENT EXHIBIT 1 --------- AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D The undersigned hereby agree that: (i) each of them is individually eligible to use the Schedule 13D attached hereto; (ii) the attached Schedule 13D is filed on behalf of each of them; and (iii) eachof them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information therein concerning him or itself; But none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless he or it knows or has reason to believe that such information is inaccurate. Dated: December 19, 2002 SIGNATURE: PRIMESOFT, LLC A Delaware limited liability company /s/ Mahita Caddell -------------------------------------- Name: Mahita Caddell Title: Director GOLDSTONE TECHNOLOGIES LIMITED A corporation organized under the laws of India /s/ Mahita Caddell -------------------------------------- Name: Mahita Caddell Title: Director EX-99.2 4 p6611913dx2.txt SECURITIES PURCHASE AGREEMENT EXHIBIT 2 --------- SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement"), dated as of December 3, 2002, is entered into by and between Primesoft LLC, a wholly owned subsidiary of Goldstone Technologies Ltd, a Delaware corporation ("Purchaser"), and The Travelers Indemnity Company, a Connecticut corporation ("Seller"). I. RECITALS Upon the terms set forth in this Agreement, Seller desires to sell and Purchaser desires to purchase the following securities (collectively, the "Securities") issued by Enherent Corp., a Delaware corporation (the "Company"): 2,750,000 shares of Series A Senior Participating Convertible Preferred Stock, par value $.001 per share (the "Shares"), and warrants (the "Warrants") to purchase 1,875,000 shares of the Company's common stock. The Seller acquired the Securities from the Company in April 2000 in a transaction that was not registered under the Securities Act of 1933 (the "Securities Act"). AGREEMENT On the basis of the foregoing and the mutual promises contained herein, the parties agree as follows: 1. PURCHASE AND SALE OF SECURITIES 1.1 Purchase. Upon the terms and subject to the conditions of this Agreement, on the Closing Date described below, (i) Seller shall sell, assign, convey, transfer and deliver to Purchaser or its designee the Securities, free and clear of any pledge, security interest, lien, charge, option, encumbrance or other third party claim (collectively, "Liens"), and shall deliver to Purchaser the certificates representing the Securities and (ii) Purchaser shall pay to Seller the aggregate cash consideration of $310,000.00 by wire transfer of immediately available funds. The parties agree that $1,000.00 of the purchase price shall be allocated to the Warrants, and the balance shall be allocated to the Shares. 1.2 Closing. A closing with respect to the transactions provided for in this Agreement (the "Closing") shall take place by Friday, December 6, 2002 (the "Closing Date"). All deliveries to take place at the Closing shall take place simultaneously, and no delivery shall be considered to have been made until all such deliveries have been completed. 2. REPRESENTATIONS AND WARRANTIES 2.1 Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser as follows: (a) Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Connecticut and has the requisite corporate power and authority to sell, assign, convey, transfer and deliver the Securities and to enter into this Agreement and perform its obligations hereunder. (b) The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby 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 has good and valid title to the Securities, free and clear of all Liens; and upon delivery of and payment for the Securities in accordance with Section 1.1 hereof, good and valid title to the Securities will pass to the Purchaser free and clear of all Liens. (c) 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) Purchaser is a limited liability company duly formed, validly existing and in good standing under the laws of Delaware and has the requisite corporate power and authority to own, hold and purchase the Securities and to enter into this Agreement and perform its obligations hereunder. (b) The execution, delivery and performance by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated hereby 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) 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. (d) Purchaser is a sophisticated investor, capable of understanding the risks of investing in the Securities, and has made such investigation of the Company and the terms of the Securities as it deemed appropriate, without reliance on any information provided by Seller. Purchaser is acquiring the Securities as principal for its own account, and not with a view to any distribution that would violate the Securities Act or other applicable laws. Purchaser understands that the certificates representing the Securities bear legends indicating that the Securities have been issued in transactions that have not been registered under the Securities Act. 2.3 Finder's and Broker's Fees. Seller and Purchaser each represent and warrant to the other that there are no claims on each other (or any basis therefore) 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 the party making such representation and warranty. 2.4 No Additional Representations or Warranties. Neither Purchaser nor Seller has made or is making any additional representations, warranties or agreements, express or implied, relating to the Securities or the transactions contemplated by this Agreement, except as explicitly set forth in this Agreement. 3. MISCELLANEOUS 3.1 Further Assurances. Each party hereby covenants and agrees to and with the other to execute and deliver such additional instruments and to take such additional reasonable action as the other party may reasonably request to more effectively transfer the Securities to Purchaser and to complete the transactions contemplated by this Agreement. 3.2 Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. 3.3 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be one and the same document. 3.4 Expenses. Each of the Seller and the Purchaser shall bear its own expenses in connection with the transactions contemplated hereby. 3.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, exclusive of its choice of law and conflicts of law rules. IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement as of the date first written above. PURCHASER: SELLER: By By ------------------------------------- ------------------------------------ K. Vasudeva Rao Alexander Grutman Goldstone Technologies, Ltd. Managing Director Primesoft Inc., 3rd Dec, 2002 -----END PRIVACY-ENHANCED MESSAGE-----