March 15, 2009
FOR VALUE RECEIVED AND INTENDING TO BE LEGALLY BOUND HEREBY, Zanett
Commercial Solutions, Inc. , a Delaware corporation having its principal place of business at 635 Madison
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 635 Madison Avenue, 15
Floor, New York,
NY 10022 ( "Lender" ), the principal sum of $750,000, 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 March 15, 2010 (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 March 31, 2009.
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