Unassociated Document


     

    Exhibit 10.32

     

    PROMISSORY
NOTE

    


    $4,575,000

    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 Avenue, 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 635 Madison Avenue,
15th
Floor, New York, NY 10022 ("Lender"), the principal sum
of $4,575,000, 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 unsecured obligation of
Borrower.

    


    6. Lender's
Rights Upon Default:  Each of the
following events shall constitute an "Event of Default" and, upon the occurrence
thereof, Lender shall have the option, without the necessity of giving any prior
written notice to Borrower, (1) to accelerate the maturity of this Note and all
amounts payable hereunder and demand immediate payment thereof and (2) to
exercise all of Lender's rights and remedies under this Note or otherwise
available at law or in equity:

    


    (a)
Borrower shall fail to pay the principal amount of the Note or accrued interest
thereon on the Maturity Date;

    


    (b)
Borrower shall admit an inability to pay its debts as they mature, or shall make
a general assignment for the benefit of any of its creditors;

    


    (c)
Proceedings in bankruptcy by Borrower under the United States Bankruptcy Code,
as amended, or any part thereof, or under any other laws, whether state or
federal, for the relief of debtors, now or hereafter existing, shall be
commenced by Borrower or shall be commenced against Borrower and shall not be
dismissed within sixty (60) days of commencement;

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    7. Application
of Funds:  All sums realized
by Lender on account of this Note, from whatever source received, shall be
applied first to any fees, costs and expenses (including attorney's fees)
incurred by Lender, second to accrued and unpaid interest, and then to
principal.

    


    8. Attorney's
Fees and Costs:  In the event that
Lender engages an attorney to represent it in connection with (a) any default by
Borrower under this Note, (b) the enforcement of any of Lender's rights and
remedies hereunder, (c) any bankruptcy or other insolvency proceedings commenced
by or against Borrower and/or (d) any actual litigation arising out of or
related to any of the foregoing, then Borrower shall be liable to and shall
reimburse Lender on demand for all reasonable attorneys' fees, costs and
expenses incurred by Lender in connection with any of the foregoing, provided a
final and unappealable judgment in favor of Lender has been issued in connection
therewith.

    


    9. Governing
Law:  This Note is made
and delivered in the State of New York and shall be construed and enforced in
accordance with and governed by the internal laws of the State of New York
without regard to conflicts of laws principles.  Borrower agrees to
the exclusive jurisdiction of the federal and state courts located in the State
of New York in connection with any matter arising hereunder, including the
collection and enforcement of this Note.

    


    10.
Miscellaneous:

    


    (a)
Borrower hereby waives protest, notice of protest, presentment, dishonor, notice
of dishonor and demand.  To the extent permitted by law, Borrower
hereby waives and releases all errors, defects and imperfections in any
proceedings instituted by Lender under the terms of this Note.

    


    (b) The
rights and privileges of Lender under this Note shall inure to the benefit of
its successors and assigns.  All representations, warranties and
agreements of Borrower made in connection with this Note shall bind Borrower's
successors and assigns.

    


    (c) If
any provision of this Note shall for any reason be held to be invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provision hereof, but this Note shall be construed as if such invalid or
unenforceable provision had never been contained herein.

    


    (d) The
waiver of any Event of Default or the failure of Lender to exercise any right or
remedy to which it may be entitled shall not be deemed to be a waiver of any
subsequent Event of Default or of Lender's or Lender's right to exercise that or
any other right or remedy to which Lender is entitled.

    


    (e) The
rights and remedies of Lender under this Note  shall be in addition to
any other rights and remedies available to Lender at law or in equity, all of
which may be exercised singly or concurrently.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (f)
Lender shall have the right, without the prior consent of Borrower, to assign
all of Lender's rights and obligations hereunder.

    


    IN
WITNESS WHEREOF, Borrower has duly executed this Promissory Note the day and
year first above written and has hereunto set hand and seal.

    


    


    BORROWER

    


    Zanett,
Inc.

    


    


    by:           _____________________

    


    Dennis
Harkins

    President
and Chief Financial Officer

    


    


    


    


    LENDER

    


    


    


    by:           ___________________

    


    Bruno
Guazzoni