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, 15
th 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 th 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 thereo
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