WHICH
IS THE HOLDBACK AMOUNT (AS DEFINED IN THE PARAGON SALE AGREEMENT), MINUS
(III) ALL FEES AND EXPENSES ASSOCIATED WITH THE
SALE OF PARAGON; PROVIDED, HOWEVER, SUCH AMOUNT SHALL NOT EXCEED $1,000,000,
MINUS (IV) THE AMOUNTS PAYABLE TO BRUNO GUAZZONI AND EMRAL HOLDINGS LIMITED AS
SET FORTH IN SUBSECTIONS (B) AND (C) BELOW, TO REDUCE THE OUTSTANDING PRINCIPAL
AMOUNT OF THE REVOLVING LOANS, (B) PAY TO BRUNO GUAZZONI $1,500,000 AS SET FORTH
IN SECTION 13 OF THE THIRD AMENDMENT AND (C) PAY TO EMRAL HOLDINGS LIMITED
$1,500,000 AS SET FORTH IN SECTION 13 OF THE THIRD AMENDMENT.
IN WITNESS WHEREOF, INTENDING TO BE LEGALLY BOUND AND AS AN
INDUCEMENT TO LENDER FOR ENTERING INTO THE THIRD AMENDMENT, THE UNDERSIGNED HAS
CAUSED THIS CERTIFICATE TO BE EXECUTED EFFECTIVE AS OF MARCH
, 2008.
ZANETT, INC.
By:
Name:
Title:
2