<PAGE>

                                 PROMISSORY NOTE

$1,500,000
                                                                DECEMBER 7, 2001

         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 ("LENDER"), the principal sum of $1,500,000, 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 December 31, 2004 (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 calendar
quarter end beginning March 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 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

<PAGE>

          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.

<PAGE>

         (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

     Planet Zanett, Inc.


by:  /s/ Jack M. Rapport
     -------------------------

     Jack M. Rapport
     Chief Financial Officer