Exhibit
10.2

    


    VOTING
AGREEMENT

     

    THIS
VOTING AGREEMENT (the "Agreement") is made and
entered into as of this 31st day of
March, 2010, by and among Zanett, Inc., a Delaware corporation (the "Company"), Claudio M. Guazzoni
(together with his designee from time to time) and the holder of voting
securities of the Company listed on the signature page hereto (together with its
successors, assigns and transferees who become subject to the provisions hereof
pursuant to Section
4.1, the "Investor").  The
Company and the Investor are sometimes referred to herein collectively as the
"Parties."

     

    Concurrently
with the execution of this agreement, the Company is issuing to the Investor a
convertible promissory note (the "Convertible Note") pursuant to
a Term Debt- Convertible Debt Exchange Agreement between the Company and the
Investor dated as of March 31, 2010 (the "Exchange Agreement"), and in
connection with the issuance of the Convertible Note, the Investor desires to
appoint Claudio M. Guazzoni as its proxy to vote in his discretion all of the
votes held by the Investor under the terms of the Convertible Note on all
matters to which the Investor is entitled to vote, so long as the Convertible
Note remains outstanding.

     

    NOW,
THEREFORE, in consideration of the foregoing and the mutual promises contained
herein, the Parties agree as follows:

     

    1.      Voting
Agreement.  The Investor shall appoint Claudio M. Guazzoni ,
with full power of substitution, as its proxy to vote in its sole and absolute
discretion all of the votes to which the Investor is entitled under the terms of
the Convertible Note and any shares of common stock of the Company, par value
$0.001 (the "Common
Stock") acquired in respect of the Convertible Note (whether through
conversion, payment of principal or interest in Common Stock of the Company or
otherwise) (collectively, the "Shares") at all meetings of
the stockholders of the Company, and any adjournments thereof, and to execute
with respect to said Shares any and all consents of stockholders of the Company,
waivers of notice or other documents, with all powers the Investor would possess
as a stockholder of the Company, pursuant to an irrevocable proxy in the form
attached as Exhibit
A.

     

    2.      Term. 
This
Agreement shall be effective as of the date upon which the Company's
stockholders approve the transactions contemplated by the Exchange Agreement and
shall continue in effect until and shall terminate upon the earlier to occur of
(a) prepayment in full of all amounts owing under the Convertible Note and
(b) March 31, 2015.

     

    3.      Specific
Enforcement.  Each
Party acknowledges and agrees that each Party hereto will be irreparably damaged
in the event any of the provisions of this Agreement are not performed by the
Parties in accordance with their specific terms or are otherwise
breached.  Accordingly, it is agreed that each of the Parties shall be
entitled to an injunction to prevent breaches of this Agreement and to specific
enforcement of this Agreement and its terms and provisions in any action
instituted in any court of the United States or any state having subject matter
jurisdiction, in addition to any other remedy to which the Parties may be
entitled at law or in equity.

     

    C.G.
_____

    


    D.H.
_____

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    4.      Miscellaneous.

     

    4.1         Transfers, Successors and
Assigns.


     

    (i)           The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the
Parties.  Nothing in this Agreement, express or implied, is intended
to confer upon any party other than the Parties or their respective successors
and assigns any rights, remedies, obligations, or liabilities under or by
reason of this Agreement, except as expressly provided in this
Agreement.  For the sake of clarify, Claudio M. Guazzoni shall have
the right to designate such other person as he deems appropriate from time to
time to act as the Investor's proxy to vote in accordance with the terms of the
irrevocable proxy in the form attached as Exhibit A should Claudio M.
Guazzoni be unavailable, incapacitated, or in the event of his death prior to
the termination of this Agreement and the irrevocable proxy attached as Exhibit A.

     

    (ii)           Each
transferee or assignee of the Shares subject to this Agreement shall continue to
be subject to the terms hereof, and, as a condition to the Company’s recognizing
such transfer, each transferee or assignee shall agree in writing to be subject
to each of the terms of this Agreement by executing and delivering an Adoption
Agreement substantially in the form attached hereto as Exhibit B.  Upon the
execution and delivery of an Adoption Agreement by any transferee, such
transferee shall be deemed to be a party hereto as if such transferee’s
signature appeared on the signature pages of this Agreement.

     

    (iii)           Each
certificate representing the Shares subject to this Agreement if issued on or
after the date of this Agreement shall be endorsed by the Company with the
legend set forth in Section
4.10.  Nothing in this Agreement, express or implied, is
intended to confer upon any person or entity other than the Parties or their
respective executors, administrators, heirs, successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.

     

    4.2         Governing Law. 
This
Agreement shall be governed by and construed in accordance with the internal
substantive laws (but not the law governing choice of law) of
Delaware.

     

    4.3         Counterparts.   This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.  

     

    4.4         Titles and
Subtitles.  The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement.

     

    C.G.
_____

    


    D.H.
_____

    
      
         


      

      
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    4.5         Notices.  All
notices and other communications given or made pursuant to this Agreement shall
be in writing and shall be deemed effectively given:  (a) upon
personal delivery to the Party to be notified, (b) when sent by confirmed
electronic mail or facsimile if sent during normal business hours of the
recipient, and if not so confirmed, then on the next business day, (c) five (5)
days after having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (d) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written
verification of receipt.  All communications shall be sent to the
respective Parties at their address as set forth on the signature page hereto,
or to such email address, facsimile number or address as subsequently modified
by written notice given in accordance with this Section
4.4.  If notice is given to the Company, a copy shall also be
sent to Drinker Biddle & Reath LLP, One Logan Square, Suite 2000,
Philadelphia, PA  19103, Attention: Stephen T. Burdumy,
Esq..

     

    4.6         Amendment.  This
Agreement may not be amended, supplemented or modified, and no provisions hereof
may be modified or waived, except by an instrument in writing signed by all the
Parties.  No waiver of any provisions hereof by any Party shall be
deemed a waiver of any other provisions hereof by such Party, nor shall any such
waiver be deemed a continuing waiver of any provision hereof by such
Party.

     

    4.7         Severability.  The
invalidity of unenforceability of any provision hereof shall in no way affect
the validity or enforceability of any other provision.

     

    4.8         Delays or
Omissions.  No
delay or omission to exercise any right, power or remedy accruing to any Party
under this Agreement, upon any breach or default of any other Party under this
Agreement, shall impair any such right, power or remedy of such non-breaching or
non-defaulting Party nor shall it be construed to be a waiver of any such breach
or default, or an acquiescence therein, or of or in any similar breach or
default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring.  Any waiver, permit, consent or approval of any
kind or character on the part of any Party of any breach or default under this
Agreement, or any waiver on the part of any Party of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing.  All remedies,
either under this Agreement or by law or otherwise afforded to any Party, shall
be cumulative and not alternative.

     

    4.9         Entire
Agreement.  This
Agreement (including the Exhibits hereto, if any) constitutes the full and
entire understanding and agreement between the Parties with respect to the
subject matter hereof.

     

    4.10       Legend on Share
Certificates.  Each
certificate representing any Shares shall be endorsed by the Company with a
legend reading substantially as follows:

     

    “The
shares represented by this Certificate are subject to an irrevocable proxy dated
as of March 31, 2010, and any amendments thereto, a copy of which may be
inspected at the principal office of the Company.”

     

    C.G.
_____

    


    D.H.
_____

    
      
         


      

      
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    4.11       Execution by the
Company.  The
Company, by its execution in the space provided below, agrees that it will cause
the certificates evidencing the Shares to bear the legend required by Section 4.10 of this
Agreement, and it shall supply, free of charge, a copy of irrevocable proxy to
any holder of a certificate evidencing Shares upon written request from such
holder to the Company at its principal office.  The Parties do hereby
agree that the failure to cause the certificates evidencing the Shares to bear
the legend required by Section 4.10 herein
and the failure of the Company to supply, free of charge, a copy of the
irrevocable proxy as provided under this Section 4.11 shall
not affect the validity or enforcement of this Agreement.

     

    4.12       Stock Splits, Stock
Dividends, etc.  In
the event of any issuance of Shares of the Company’s voting securities hereafter
to the Investor (including, without limitation, in connection with any stock
split, stock dividend, recapitalization, reorganization, or the like), such
Shares shall become subject to this Agreement and shall be endorsed with the
legend set forth in Section
4.10.


    


    [Remainder
of Page Intentionally Left Blank]

     

    C.G.
_____

    


    D.H.
_____

    
      
         


      

      
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    IN
WITNESS WHEREOF, the Parties have executed this Voting Agreement as of the date
first above written.


    


    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                ZANETT,
      INC.

                              
	 
      	 
      
	 
      	
                                By:

                              	 
      
	 
      	
                                Name:

                              	 
      
	 
      	
                                Title:

                              	 
      
	 
      	 
      
	 
      	
                                INVESTOR:

                              
	 
      	 
      
	 
      	
                                ROCKPORT
      INVESTMENTS LTD.

                              
	 
      	 
      
	 
      	
                                By:

                              	 
      
	 
      	
                                Name:

                              	 
      
	 
      	
                                Title:

                              	 
      
	 
      	
                                Address:

                              	 
      
	 	 	 
	 
      	 
      
	 
      	
                                PROXY:

                              
	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                Claudio
      M.
Guazzoni

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    [Signature
Page to Voting Agreement]

     

    C.G.
_____

    


    D.H.
_____

    
      
         


      

      
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    Exhibit
10.2

     

    EXHIBIT
A

     

    IRREVOCABLE
PROXY

     

    Irrevocable
Proxy dated as of March 31, 2010, among Rockport Investments, Ltd., a limited
company organized under the laws of the United Kingdom (the “Investor”), Zanett, Inc., a
Delaware corporation (the “Company”), and Claudio M.
Guazzoni (“Proxy”).

     

    BACKGROUND

     

    The
Investor has entered into a Term Debt-Convertible Debt Exchange Agreement with
the Company, dated as of March 31, 2010 (the "Exchange Agreement"), pursuant
to which the Company will issue to the Investor a convertible promissory note
(the "Convertible
Note").  It is a condition to the closing of the transactions
contemplated by the Exchange Agreement that the Investor enter into this
Irrevocable Proxy. In connection with the Exchange Agreement, the Investor, the
Company and Claudio M. Guazzoni entered into that certain Voting Agreement dated
as of March 31, 2010 (the "Voting
Agreement").  Capitalized terms used herein but not otherwise
defined have the meanings assigned to them in the Voting Agreement.

     

    NOW,
THEREFORE, in consideration of the mutual agreements contained herein and in the
Exchange Agreement, the Convertible Note and the Voting Agreement, and intending
to be legally bound hereby, the parties hereto agree as follows:

     

    1.           Grant of Irrevocable
Proxy.

     

    (a)           The
Investor, revoking all prior proxies, hereby appoints Claudio M. Guazzoni, with
full power of substitution (or such other person as may be designated by Claudio
M. Guazzoni from time to time, if Claudio M. Guazzoni is unavailable,
incapacitated, or in the event of his death prior to the termination of this
irrevocable proxy pursuant to Section 3 below), as his proxy to vote in its sole
and absolute discretion all of the Shares owned by him at all meetings of the
stockholders of the Company, and at any adjournments thereof, and to execute
with respect to said Shares any and all consents of stockholders, waivers of
notice or other documents, with all powers such Investor would possess if this
proxy had not been granted.  Without in any way limiting the foregoing
grant of discretionary authority, the Proxy is authorized to vote the Shares for
the election of persons to the Board of Directors of the Company as he shall
determine to vote in his discretion, on any proposal to merge or dissolve the
Company or amend its Certificate of Incorporation, and to vote on any other
matter.

     

    (b)           The
undersigned acknowledges and agrees that the grant of this irrevocable proxy is
coupled with an interest and is irrevocable except as hereinafter provided or as
otherwise provided by law, and further acknowledges that (i) the affirmative
vote of the Shares by the Proxy on matters, such as the sale of the Company,
with respect to which dissenters’ or appraisal rights are afforded by law would
render such rights unavailable to the Investor and (ii) the grant of this proxy
effectively relinquishes the Investors’ rights to vote on any and all matters
prior to the expiration of the proxy as provided herein.

     

    C.G.
_____

    


    D.H.
_____

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    2.           Legend on
Certificate.  So long as this proxy is in effect, all
certificates representing Shares held by the Investor shall bear substantially
the following legend, in addition to any other legends required by law or any
other agreement:

     

    “The
Shares represented by this Certificate are subject to an irrevocable proxy dated
as of March 31, 2010, and any amendments thereto, a copy of which may be
inspected at the principal office of the Company.”

     

    3.           Effectiveness;
Termination.  This irrevocable proxy shall be effective
immediately upon approval by the stockholders of the Company of the transactions
contemplated by the Exchange Agreement, and shall terminate upon the earlier to
occur of (a) prepayment in full of all amounts owing under the Convertible
Note and (b) March 31, 2015.

     

    4.           Binding
Effect.  This irrevocable proxy shall be binding upon the
Investor and his heirs, personal representatives, successors and assigns, and
shall inure to the benefit of the Proxy and his designees from time to time
appointed in accordance with Section 1(a).

     

    5.           Governing
Law.  This irrevocable proxy shall be governed by and construed
in accordance with the internal substantive laws (but not the law governing
choice of law) of Delaware.

     

    6.           Severability.  If
any term or provision of this irrevocable proxy or the application thereof to
any circumstance shall, in any jurisdiction and to any extent, be invalid or
unenforceable, such term or provision shall be ineffective as to such
jurisdiction to the extent of such invalidity or unenforceability without
invalidating or rendering unenforceable the remaining terms and provisions of
this irrevocable proxy or the application of such terms and provisions to
circumstances other than those as to which it is held invalid or
enforceable.

     

    C.G.
_____

    


    D.H.
_____

    
      
         


      

      
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    IN
WITNESS WHEREOF, the undersigned hereto has duly executed this irrevocable proxy
as of March 31, 2010.

     

    
      
        
          
            	 
      	
                    INVESTOR

                  
	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  
	 
      	 
      
	 
      	
                    ZANETT,
      INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  
	 
      	 
      
	 
      	
                    (x)

                  	 
      
	 
      	
                    Claudio
      M. Guazzoni

                  


          

        

      

    

    
       

      C.G.
_____

      


      D.H.
_____

    

    
      
         


      

      
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    Exhibit
10.2

     

    EXHIBIT
B

     

    ADOPTION
AGREEMENT

     

    This
Adoption Agreement ("Adoption
Agreement") is executed by the undersigned (the "Transferee") pursuant to the
terms of that certain Voting Agreement dated as of March 31, 2010 (the "Agreement") by and among
Zanett, Inc. (the "Company"), Claudio M. Guazzoni
and Rockport Investments Ltd..  Capitalized terms used but not defined
in this Adoption Agreement shall have the respective meanings ascribed to such
terms in the Agreement.  By the execution of this Adoption Agreement,
the Transferee agrees as follows:

     

    1.1           Acknowledgement.  Transferee
acknowledges that Transferee is acquiring certain shares of the capital stock of
the Company (the "Stock"), subject to the terms
and conditions of the Agreement.

     

    1.2           Agreement.  Transferee
(i) agrees that the Stock acquired by Transferee shall be bound by and subject
to the terms of the Agreement, and (ii) hereby adopts the Agreement with the
same force and effect as if Transferee were originally a party
thereto.

     

    1.3           Notice.  Any
notice required or permitted by the Agreement shall be given to Transferee at
the address listed beside Transferee’s signature below.

     

    EXECUTED
AND DATED this __ day of ________ __, 20___.

    


    
      
        
          
            
              
                
                  	 
      	
                          TRANSFEREE

                        
	 
      	 
      
	 
      	
                          By:

                        	 
      	 
      
	 
      	
                          Name
      and Title

                        
	 
      	 
      
	 
      	
                          Address:

                        	 
      
	 
      	
                          Fax:

                        	 
      	 
      


                

              

            

          

        

      

    

    


    
      
        
          	
                  Accepted
      and Agreed:

                
	 
      
	
                  ZANETT,
      INC.

                
	 
      
	
                  By:

                	 
      	 
      
	
                  Title:

                	 
      	 
      


        

      

    

    
       

      C.G.
_____

      


      D.H.
_____