May 31, 2002
FOR VALUE RECEIVED AND INTENDING TO BE LEGALLY BOUND HEREBY, Planet Zanett, Inc., a
Delaware corporation having its principal place of business at 135 East 57th Street, 15th Floor, New York, NY
10022 (hereinafter referred to, and obligated as, "Borrower"), promises to pay to the order of Bruno Guazzoni,
an individual residing at 1492 Cooper Station, New York NY 10276 ("Lender"), the principal sum of $324,124,
together with interest as set forth below, until the date on which the principal amount is paid in full, payable in
lawful money of the United States of America in accordance with the terms of this Promissory Note (the "Note").
1. Maturity Date: The principal balance of this Note and all accrued interest thereon shall be due and payable on
May 31, 2005 (the "Maturity Date").
2. Interest: During the period beginning on the date hereof and ending on the Maturity Date, interest shall accrue
daily on the outstanding principal amount hereunder at a simple rate of eleven percent (11%) per annum. Interest
shall be calculated hereunder for the actual number of days that the principal is outstanding, based on a 360-day
year, as applicable. Interest shall continue to accrue on the principal balance hereof at the then- applicable simple
rate of interest specified in this Note, notwithstanding any demand for payment, acceleration and/or the entry of
any judgment against Borrower, until all principal owing hereunder is paid in full.
3. Payment: Interest shall be due quarterly within 15 days of each fiscal quarter end beginning August 31, 2002.
No payments of principal shall be due on the Note until the Maturity Date. All accrued and unpaid interest shall
be paid in cash at the Maturity Date.
4. Prepayments: Borrower reserves the right to prepay any or all of the principal balance due on the Note at any
time prior to the Maturity Date.
5. Security: The Note will be an unsecured obligation of Borrower.
6. Lender's Rights Upon Default: Each of the followi