AGREEMENT AND PLAN OF MERGER BY AND AMONG ZANETT, INC. ZANETT DBA GROUP, INC. DBA GROUP, LLC JOSE DAVID RINCON, BILLY HYDEN, and DAVID WOLF Dated as of February 28, 2007

          (b) Schedule 4.12(b) contains a correct and complete description of DBA Group’s performance measurement and compensation policies and procedures as they relate to employees in effect as of the Closing Date and for the year prior to the Closing Date.

          (c) Schedule 4.12(c) lists all Persons who are currently performing services for DBA Group who are classified as “consultants” or “independent contractors” the compensation of each such Person and whether DBA Group is party to an agreement with such Person (whether or not in writing). Any such agreements are listed on Schedule 4.12(c) and have been delivered (or, in the case of agreements that are not in writing, a summary thereof has been delivered) to Merger Sub. All Persons engaged by DBA Group as independent contractors, rather

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than employees, have been properly classified as such and have been engaged in accordance with all applicable foreign, federal, state and/or local laws.

          (d) Except as disclosed in Schedule 4.12(d), (i) none of the employees of DBA Group has notified or otherwise indicated to DBA Group that he or she intends to terminate his or her employment with DBA Group, or not to continue employment after the Closing, (ii) DBA Group does not have a present intention to terminate the employment of any employee, (iii) to the knowledge of DBA Group, no employee of DBA Group has since January 1, 2006 received an offer of an employment from any other Person, (iv) to the knowledge of DBA Group, no employee of DBA Group is a party to or is bound by any employment contract, patent disclosure agreement, noncompetition agreement or other restrictive covenant or other contract with any Person that would be likely to affect in any way (A) the performance by such employee of any of his or her duties or responsibilities as a employee or (B) the business or operations of DBA Group, (v) to the knowledge of DBA Group, no employee of DBA Group is in violation of any term of any employment contract, patent disclosure agreement, noncompetition agreement, or any other restrictive covenant with or to a former employer relating to the right of any such employee to be employed by DBA Group, and (vi) DBA Group is not and never has been engaged in any dispute or litigation with an employee or former employee.

          (e) DBA Group is in compliance, and has complied, in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours. DBA Group is not liable for the payment of material Taxes, fines, penalties or other amounts, however designated, for failure to comply with any of the foregoing laws. DBA Group is not engaged, and to the knowledge of DBA Group has never engaged, in any unfair labor practice of any nature. The employees of DBA Group have been, and currently are, properly classified under the Fair Labor Standards Act of 1938, as amended, and under any applicable state law. Except as set forth on Schedule 4.12(e), DBA Group has not failed to pay any of its employees, consultants or contractors for any wages (including overtime), salaries, commissions, bonuses, benefits or other direct compensation for any services performed by them to the date hereof or amounts required to be reimbursed to such individuals.

          (f) DBA Group, and, to the knowledge of DBA Group, each of its employees, is in compliance with all applicable visa and work permit requirements, and no visa or work permit held by an employee of DBA Group will expire during the six-month period following the date of this Agreement. Schedule 4.12(f) sets forth (i) a true and complete list of all current employees of DBA Group, if any, who are employed in the United States, but are not citizens of the United States or who are not permanent residents of the United States, together with a listing of each such employee’s visa status and visa expiration date, (ii) each employee regarding whom DBA Group has received a notice challenging or otherwise relating to such employee’s authorization to work in the United States. DBA Group has not received any written notice of any inspection or investigation relating to any alleged noncompliance with or violation of the Immigration Reform and Control Act of 1986, as amended, and all regulations promulgated thereunder (collectively, “IRCA”), nor has it been warned, fined or otherwise penalized by reason of any failure to comply with IRCA.

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     4.13 Title to and Condition of Properties.

          (a) Except as described in Schedule 4.13(a), DBA Group owns all of the real and personal property included in the Balance Sheet (except assets as have been disposed of in the ordinary course of DBA Group’s business since the Balance Sheet Date), which owned assets are free and clear of all Encumbrances and rights to possession of third parties, of every type and nature, except for Permitted Encumbrances. The assets used by DBA Group in the conduct of its business are, taken as a whole in good and operating condition (reasonable wear and tear excepted) and are sufficient to carry on the business of DBA Group in the ordinary course as it is presently conducted. Other than as disclosed in Schedule 4.13(a) or specifically provided for in this Agreement, DBA Group has not entered into any leases, licenses, easements or other agreements, recorded or unrecorded, granting rights to third parties in any real or personal property of DBA Group, and, except for property leased by DBA Group, to DBA Group’s knowledge, no person or other company has any right to possession, use or occupancy of any of the property used by DBA Group.

          (b) Except for inventory that is excess, damaged or obsolete, for which DBA Group has established in the aggregate an adequate reserve in the Balance Sheet in accordance with GAAP, the inventory reflected in the Balance Sheet, if any, and not disposed of or reserved since such date is of good and merchantable quality, of a quantity and quality saleable in the ordinary course of business of DBA Group in accordance with past practices and is adequate as of the date hereof for the business of DBA Group as conducted as of such date.

     4.14 Product and Service Warranties. Except as set forth on Schedule 4.14, each product or service delivered or licensed by DBA Group has been in conformity in all material respects with all applicable federal, state, local or foreign laws and regulations, contractual commitments and all express and implied warranties, and, to the knowledge of DBA Group, DBA Group has no liability for replacement or repair thereof or other damages in connection therewith, except for liabilities incurred in the ordinary course of business, and no product or service delivered or licensed by DBA Group is subject to any guaranty, warranty, or other indemnity.

     4.15 Intellectual Property.

          (a) Except as set forth on Schedule 4.15(a), DBA Group owns, free and clear of all Encumbrances of every nature, kind and description, except for Permitted Encumbrances, and has good and merchantable title to, or holds adequate licenses or otherwise possesses all rights necessary to use, all patents, trademarks, service marks, trade names, copyrights (including any applications for any of the foregoing), domain names (including ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇), all other names embodying business or product goodwill (or both), inventions, discoveries and improvements, processes, know-how, trade secrets, scientific, technical, engineering and marketing data, computer programs, software, including all object and source codes, programming tools and all other techniques used or necessary for the conduct of the Business as now conducted (collectively, the “Intellectual Property”).

          (b) Schedule 4.15(b) contains an accurate and complete list of (i) all such patents, trademarks, trade names, service marks, assumed names and copyrights, and all applications therefor, and, with respect to registered items, contains a list of all jurisdictions in which such items are registered and all registration numbers, (ii) all licenses, permits and other agreements relating thereto, and (iii) all agreements relating to any of such Intellectual Property that DBA Group is licensed or authorized to use by others. The patents, trademarks, service marks and copyrights, licenses, permits and other agreements constituting a part of such Intellectual Property and solely owned by DBA Group, if any, are valid, subsisting and enforceable, and are duly recorded in the name of DBA Group.

          (c) All software, other than generally available software such as Microsoft Office, and other standard “off-the-shelf” software, and generally available system development tools, that is either marketed to customers of DBA Group as a program or as part of a service to support the Business is owned by DBA Group or DBA Group has the right to use, modify, copy, sell, distribute, sublicense and make derivative works free and clear of any limitations or Encumbrance, except for Permitted Encumbrances and as may be set forth in any license agreement listed in Schedule 4.15(c). To the extent third party software is marketed to customers of DBA Group

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together with the Intellectual Property solely owned by DBA Group, the third party rights have been identified in Schedule 4.15(c), all necessary licenses have been obtained and no royalties or payments are due from DBA Group to third parties except as identified on Schedule 4.15(c).

          (d) Except as set forth on Schedule 4.15(d), to the knowledge of DBA Group, DBA Group has the sole and exclusive right to use the patents, service marks and copyrights listed in Schedule 4.15(b) and the trademarks and trade names listed in Schedule 4.15(b), in each case, in all jurisdictions in which the Business is conducted or in which any products of the Business are distributed, and the consummation of the transactions contemplated hereby will not alter or impair any such rights.

          (e) No claims have been asserted by any Person challenging or questioning the ownership, validity, enforceability or use by DBA Group of any of the Intellectual Property and, to the knowledge of DBA Group, there is no valid basis for any such claim, and, to the knowledge of DBA Group, the use or other exploitation of the Intellectual Property by DBA Group does not infringe on or dilute the rights of any Person; and, to the knowledge of DBA Group, no Person is infringing on the rights of DBA Group with respect to any of the Intellectual Property.

          (f) DBA Group has taken all reasonable security measures to protect the secrecy, confidentiality and value of the Intellectual Property of DBA Group, including computer programs, trade secrets and other confidential information. Except as disclosed in Schedule 4.15(f), no Person has any marketing rights to the Intellectual Property of DBA Group. To the knowledge of DBA Group, no Person listed in such schedule is in breach or default under its obligations.

          (g) DBA Group has made available to Merger Sub all documents in DBA Group’s custody, possession or control with respect to any invention, discovery, process, design, computer program or other knowhow or trade secret included in the Intellectual Property, which documents shall be accurate in all material respects and reasonably sufficient in detail and content to identify and explain such invention, discovery, process, design, computer program or other know-how or trade secret and to facilitate its full and proper use.

     4.16 Insurance. Schedule 4.16 lists all policies of insurance owned or held by DBA Group or insuring its assets. All current premiums and any other obligations under such insurance have been paid, and all such policies are valid and enforceable and in full force and effect on the date hereof. DBA Group has not received any notice of cancellation or of premium increase under any such policies within the last ninety (90) days.

4.17 Relationships.

          (a) Other than general economic conditions, DBA Group has no knowledge of any present or future conditions or state of facts or circumstances which would materially adversely affect DBA Group after the Closing Date.

          (b) Schedule 4.17(b) lists the 10 largest customers of DBA Group as a percentage of revenues for fiscal year 2005, as well as year-to-date 2006. DBA Group’s relationships with its customers, clients and vendors are satisfactory, and DBA Group has no knowledge of any facts or circumstances, including a change of control in the ownership of DBA Group, that might materially alter, negate, impair or in any way materially adversely affect the continuity of any such relationships and the Business.

          (c) Except as disclosed in Schedule 4.17(c), DBA Group has no knowledge of and has not received notice of any complaints, claims or threats, plans or intentions to discontinue commercial relations or transactions from any customer of DBA Group, any purchaser of goods or services from DBA Group, any employee or independent contractor significant to the conduct or operation of DBA Group or any party to any agreement to which DBA Group is a party.

          (d) DBA Group has no knowledge of any present or future condition or state of facts or circumstances, including a change of control in the ownership of DBA Group (except as contemplated by this

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Agreement), that would materially prevent the Business of DBA Group from being carried on after the Closing Date in essentially the same manner as it is presently being carried on.

     4.18 Compliance With Laws.

          (a) Except as set forth in Schedule 4.18(a), the operations and activities of DBA Group has previously and continues to comply in all material respects with all applicable federal, state and local laws, statutes, codes, ordinances, rules, regulations, permits, judgments, orders, writs, awards, decrees or injunctions (collectively, the “Laws”) as in effect on or before the date of this Agreement, including without limitation, all rules and regulations of the Occupational Safety and Health Administration. The conduct of the Business of DBA Group as presently conducted does not conflict with the rights of any other Person or violate or, with or without the giving of notice or the passage of time, or both, will not violate, conflict with or result in a default, right to accelerate or loss of rights under, any terms or provisions of its certificate of formation or operating agreement as presently in effect or, to the knowledge of DBA Group, any Encumbrance, lease, license, agreement, Laws or understanding to which DBA Group is a party or by which it may be bound or affected. DBA Group has received no notice or communication from any Person asserting a failure to comply with any Laws, nor has DBA Group received any notice that any authority or third party intends to seek enforcement against DBA Group to compel compliance with any such Laws.

          (b) (i) DBA Group has not made, and, to the knowledge of DBA Group, no officer, director, employee, agent or other representative of any of them acting on behalf thereof has made, directly or indirectly, with respect to the business of DBA Group, any illegal bribes, kickbacks or other illegal payments of a similar nature, or illegal political contributions with corporate funds not recorded in the corporate records of DBA Group, illegal payments from DBA Group funds to governmental officials, or illegal payments from corporate funds to obtain or retain business either within the United States, the Philippines or elsewhere, and (ii) neither DBA Group nor, to the knowledge of DBA Group, any officer, employee or agent of DBA Group acting on its behalf, nor any other Person acting on its behalf has, directly or indirectly, within the past three (3) years given or agreed to give any gift or similar benefit to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder DBA Group (or assist DBA Group in connection with any actual or proposed transaction) which (A) might subject DBA Group to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (B) if not given in the past might have had a material adverse effect to DBA Group, or (C) if not continued in the future, might result in a material adverse effect to DBA Group.

     4.19 Environmental Matters.

          (a) DBA Group has not obtained and is not required to obtain, any permits, licenses or other authorizations under any applicable Environmental Laws.

          (b) Except as set forth on Schedule 4.19, DBA Group is, to its knowledge, in material compliance with all limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in the Environmental Laws. Except as set forth on Schedule 4.19, since DBA Group’s formation, no written notice, demand, request for information, citation, summons or complaint has been received or order has been issued, no complaint has been filed, no suit or action has been instituted, no penalty has been assessed and no investigation or review is pending or, to the knowledge of DBA Group, threatened by any governmental entity or other Person with respect to any (i) alleged violation by DBA Group of any Environmental Law or liability thereunder, (ii) alleged failure by DBA Group to have any permit, certificate, license, approval, registration or authorization required under any Environmental Law, (iii) release of Hazardous Substances by or on behalf of DBA Group, or (iv) any Environmental Liabilities attributed to DBA Group.

          (c) Except as set forth on Schedule 4.19, there are no Environmental Liabilities that have had, or could reasonably be expected to have individually, or in the aggregate, a material adverse effect with respect to DBA Group.

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          (d) Except as set forth on Schedule 4.19, to the knowledge of DBA Group, no state of facts exists as to environmental matters or Hazardous Substances that involves the reasonable likelihood of a material capital expenditure by DBA Group or a material fine or penalty imposed on or attributable to DBA Group, or that may otherwise have a material adverse effect with respect to DBA Group or does or could interfere with or prevent compliance with any Environmental Laws or give rise to any common law or other legal liability.

          (e) No Hazardous Substances have been manufactured, treated, stored, transported or disposed of by DBA Group, or otherwise deposited by DBA Group, in or on or are present beneath properties currently or formerly owned, leased or used by DBA Group in violation of, or which may be required to be investigated or remediated under, any applicable Environmental Laws.

          (f) There has been no disposal, escape, seepage, leakage, spillage, discharge, emission, release or threatened release of any Hazardous Substance as a result of the actions or omissions of DBA Group (i) on, from or affecting any properties owned, leased or used by DBA Group, or (ii) for which DBA Group is, is alleged or may be held to be, responsible as a result of conduct occurring or conditions existing at or before Closing.

     4.20 Records. The books of account of DBA Group are sufficient, in all material respects, to prepare the Financial Statements in accordance with GAAP. The books and records of DBA Group accurately and fairly reflect, in all material respects, DBA Group’s income, expenses, assets and liabilities. DBA Group maintains internal accounting controls which provide reasonable assurance that: (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and (ii) all intercompany transactions, charges and expenses (x) are at fair arms length value and (y) are accurately reflected in all Financial Statements.

     4.21 Receivables. Schedule 4.21 sets forth a true and complete list of all Receivables and the aging thereof as of December 31, 2006. All Receivables represent sales actually made or services actually performed in the ordinary course of business with no additional services required to entitle DBA Group to collect such Receivables, and have been fully collected or are fully collectible as of the Closing Date or are fully reserved against in the Balance Sheet.

     4.22 Related Party Transactions. Except as set forth on Schedule 4.22, there have been no transactions or contractual relationships during the two (2) fiscal years ended December 31, 2005 or between December 31, 2005 and the date hereof, and no agreement or understanding to enter into or consummate any transactions or contractual relationships between DBA Group on the one hand and (a) any of DBA Group’s officers, directors, employees, representatives, or agents or (b) any family member (by blood or marriage) or Affiliate of any of the foregoing, directly or indirectly, on the other hand. All such transactions have been on terms and conditions no less favorable to DBA Group than could have been obtained from any independent party after arms-length negotiations.

     4.23 Vote Required. The affirmative vote of the holders of a majority of the outstanding Membership Interests is the only vote of the holders of any class or series of DBA Group equity interests necessary to approve this Agreement and the transactions contemplated hereby.

     4.24 Brokers. No Person will have, as a result of the transactions contemplated by this Agreement, any valid right to, interest in or claim upon Merger Sub or DBA Group for any commission, fee or other compensation as a finder or broker because or any act or omission by DBA Group or Seller.

     4.25 Disclosure. No representation or warranty by DBA Group contained in this Agreement, and no representation or warranty contained in any document, list (including, without limitation, the Schedules), certificate or other communication furnished or to be furnished by or on behalf of DBA Group to Merger Sub or any of its representatives in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading. The financial projections relating to DBA Group delivered to Merger Sub by DBA Group have been prepared in good faith based on assumptions that management of DBA Group are reasonable, and neither the Equity Holders nor DBA Group is

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aware of any fact or information that would lead them or it to believe that such projections are materially incorrect or misleading in any material respect.

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE EQUITY HOLDERS

      As a material inducement for Merger Sub to enter into this Agreement and to consummate the transactions contemplated hereby, the Equity Holders hereby jointly and severally make the following representations and warranties as of the date hereof, each of which is relied upon by Merger Sub regardless of any investigation made or information obtained by or on behalf of Merger Sub:

     5.1 Power and Authority; Ownership.

          (a) Each Equity Holder is an adult individual with full power and authority to own his properties, to manage his fiscal affairs and to enter into this Agreement and each of the Related Agreements to which he is a party and to agree to the transactions contemplated hereby and thereby and to perform all of his obligations hereunder and thereunder. No Equity Holder is subject to any legal disability which would prevent such Equity Holder from performing under this Agreement or any Related Agreement, and no order has been entered appointing a receiver for any Equity Holder or any of such Equity Holder's assets. There is no claim, action, suit or proceeding (including, without limitation, current investigations by governmental agencies) pending against any Equity Holder seeking to enjoin the execution and delivery of this Agreement, the Related Agreements or consummation of the transactions contemplated hereby or thereby.

          (b) This Agreement and each of the Related Agreements to which any Equity Holder is a party constitute the legal, valid and binding obligations of such Equity Holder, enforceable against such Equity Holder, in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

          (c) Each Equity Holder owns that number of Membership Units set forth in Schedule 5.1(c) which constitutes all of the issued and outstanding equity interests of DBA Group. Each Equity Holder has good and marketable title to all of the Membership Units set forth next to such Equity Holder's name on Schedule 5.1(c), free and clear of all Encumbrances and restrictions, legal or equitable, of every kind. Each Equity Holder has full and unrestricted legal right, power, and authority to sell, assign, and transfer the Membership Units held by such Equity Holder without obtaining the consent or approval of any other person, entity, or governmental authority and the delivery of the Membership Units to Merger Sub pursuant to this Agreement will transfer valid title thereto, free and clear of all Encumbrances, claims, and restrictions of every kind, except for restrictions on transferability imposed by federal and state securities laws. Each Equity Holder hereby waives, as of the Closing Date, all rights that exist pursuant to contractual rights or charter document provisions relating to the transferability of Membership Units, as and to the extent necessary to permit the consummation of the transactions provided for herein.

     5.2 Securities Matters. Each Equity Holder understands that none of the shares of Zanett Stock included in the Merger Consideration (including the shares of Zanett Stock underlying any option grants pursuant to Section 3.3(e) has been registered under the Securities Act, on the grounds that the issuance thereof to the Equity Holders in connection with the transactions contemplated by this Agreement and the Related Agreements is exempt from registration pursuant to Section 4(2) of the Securities Act and/or Regulation D promulgated under the Securities Act (“Regulation D”), and that the reliance of Merger Sub on such exemptions is predicated in part on the representations, warranties, covenants and acknowledgements set forth in this Section 5.2.

          (a) The Zanett Stock will be acquired by each Equity Holder for such Equity Holder's own account, not as a nominee or agent, for investment and without a view to resale or other distribution within the meaning of the Securities Act, and such Equity Holders will not distribute or transfer any of the Zanett Stock in violation of the Securities Act.

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          (b) Each Equity Holder: (i) acknowledges that the Zanett Stock to be issued to him is not registered under the Securities Act and must be held indefinitely by such Equity Holder unless the Zanett Stock is subsequently registered under the Securities Act or an exemption from registration is available, (ii) is aware that any routine sales of the Zanett Stock made under Rule 144 of the Securities and Exchange Commission under the Securities Act may be made only in limited amounts and in accordance with the terms and conditions of that Rule and that in such cases where the Rule is not applicable, registration or compliance with some other registration exemption will be required, (iii) is aware that Rule 144 is not now and for a period of at least one year following the Closing Date hereof will not be, available for use by such Equity Holder for resale of the Zanett Stock, and (iv) is aware that Merger Sub is not obligated to register any sale, transfer or other disposition of the Zanett Stock.

          (c) Each Equity Holder is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D) and has such knowledge and experience in financial and business matters that he is fully capable of evaluating the risks and merits of his investment in the Zanett Stock.

          (d) Each Equity Holder acknowledges and agrees that the certificates representing the Zanett Stock issuable to such Equity Holder will contain a restrictive legend noting the restrictions on transfer described in this Section and under federal and applicable state securities laws, and that appropriate “stop-transfer” instructions will be given to Zanett’s stock transfer agent.

     5.3 No Violations of Laws or Agreements, Consents or Defaults.

          (a) The execution and delivery of this Agreement by the Equity Holders and the consummation by the Equity Holders of the transactions contemplated by this Agreement and the Related Agreements will not result in any breach or violation of any of the terms or provisions of, or constitute a default under any statute, order, decree, proceeding, rule, or regulation of any court or governmental agency or body, United States or foreign, having jurisdiction over any Equity Holder, or any assets of any Equity Holder.

          (b) Except as set forth in Schedule 5.3(b), the delivery by the Equity Holders' of this Agreement, the Related Agreements and the consummation by the Equity Holders of the transactions contemplated hereby and thereby will not result in a breach or violation of the term of, or constitute a default under, or require notice to any third party under, any agreement, instrument, or commitment to which any Equity Holder is party, by which any Equity Holder is bound, or to which any of the Equity Holders’ assets are subject, and no consent or approval is required from any third party for the transactions contemplated by this Agreement and the Related Agreements other than such consents or approvals that the failure to receive which would not reasonably be expected to have a material adverse effect on the transactions contemplated by this Agreement or the Related Agreements, the Business, or the assets of DBA Group.

     5.4 Brokers. No Person will have, as a result of the transactions contemplated by this Agreement, any valid right to, interest in or claim upon Merger Sub or DBA Group for any commission, fee or other compensation as a finder or broker because or any act or omission by any Equity Holder.

ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF ZANETT AND MERGER SUB

     As a material inducement for DBA Group and the Equity Holders to enter into this Agreement and to consummate the transactions contemplated hereby, Zanett and Merger Sub jointly and severally hereby make the following representations and warranties as of the date hereof, each of which is relied upon by DBA Group and the Equity Holders regardless of any investigation made or information obtained by DBA Group and the Equity Holders: 6.1 Organization, Existence and Capital Stock.

          (a) Each of Zanett and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power to own all of its

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property and assets, to incur all of its liabilities and to carry on its business as presently conducted. Each of Zanett and the Merger Sub is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of its business or its ownership of property makes such qualification necessary, other than where such failure to so qualify would, individually or in the aggregate, not have a material adverse effect on Zanett or the Merger Sub.

          (b) The authorized capital stock of Merger Sub consists of common stock, $.001 par value per share, 1,000 shares of which are validly authorized and 1000 shares of which are validly issued, outstanding, fully paid and non-assessable. The authorized capital stock of Zanett consists of preferred stock, $.001 par value per share, 10,000,000 shares of which are validly authorized and none of which is issued or outstanding, and of common stock, $.001 par value per share, 50,000,000 shares of which are validly authorized and 29,098,472 shares of which are validly issued, outstanding, fully paid and non-assessable.

          (c) All of the shares of Zanett Stock issued in connection with the transactions contemplated by this Agreement will be, when issued in accordance with this Agreement, duly authorized, validly issued, fully paid, nonassessable, and free of all preemptive rights. The shares of Zanett Stock issued to each Equity Holder in connection with the transactions contemplated by this Agreement will be issued in the name of such Equity Holders, as recorded in the Books and Records of DBA Group, with such Equity Holders as record holders of such shares, and each Equity Holder shall have good and marketable title to such shares of Zanett Stock, free of any liens and Encumbrances, other than those created by or through such Equity Holders pursuant to the Lock Up Agreement or otherwise.

     6.2 Power and Authority. Subject to the satisfaction of the conditions precedent set forth herein, each of Zanett and Merger Sub has the corporate power to execute, deliver and perform this Agreement and the Related Agreements and to consummate the transactions contemplated hereby, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its certificate of incorporation, its by-laws or otherwise, to authorize the execution and delivery of this Agreement and such related documents. This Agreement is a valid obligation of each of Zanett and Merger Sub and is legally binding on Zanett and Merger Sub in accordance with its terms.

     6.3 No Violations of Laws.

          (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and the Related Agreements will not result in any breach or violation of any of the terms or provisions of, or constitute a default under, (i) the certificate of incorporation or by-laws of Zanett or Merger Sub or (ii) any statute, order, decree, proceeding, rule, or regulation of any court or governmental agency or body, United States or foreign, having jurisdiction over Zanett, Merger Sub or any of their assets.

          (b) The delivery by Zanett and Merger Sub of this Agreement, the Related Agreements and the consummation by Zanett and Merger Sub of the transactions contemplated hereby and thereby will not result in a material breach or violation of the term of, or constitute a material default under, any agreement, instrument, or commitment to which Merger Sub or Zanett is a party, by which Merger Sub or Zanett is bound, or to which any of Merger Sub’s assets are subject, and no consent or approval is required from any third party for the transactions contemplated by this Agreement and the Related Agreements other than such consents, or approvals, that are not reasonably expected to have a material adverse effect on the transactions contemplated by this Agreement or the Related Agreements.

          (c) Zanett, nor Merger Sub, is in material default under, or in violation of any provision of, its certificate of formation or certificate of incorporation, operating agreement or bylaws, any promissory note, indenture or any evidence of indebtedness or security thereto, lease, purchase contract or other commitment, or any other agreement that is material to the business of Zanett or Merger Sub.

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     6.4 Brokers. No Person will have, as a result of the transactions contemplated by this Agreement, any valid right to, interest in or claim upon Zanett or Merger Sub for any commission, fee or other compensation as a finder or broker because or any act or omission by Merger Sub or its Affiliates.

     6.5 Litigation Claims. There is no Claim pending or, to the knowledge of Zanett or Merger Sub, threatened that questions the validity of this Agreement or the Related Agreements or any action taken or to be taken by Zanett or Merger Sub in connection with the consummation of the transactions contemplated hereby or thereby or which seeks to prohibit, enjoin or otherwise challenge any of the transactions contemplated hereby or thereby.

     6.6 Interim Operations of Merger Sub. Merger Sub was formed by Zanett solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement. Merger Sub has no liabilities other than those incurred in connection with the transactions contemplated by this Agreement and, except for a subscription agreement pursuant to which all of Merger Sub's authorized capital stock was issued to Zanett, is not a party to any agreement other than this Agreement and agreements with respect to the appointment of registered agents and similar matters.

ARTICLE VII. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

     7.1 Survival of Representations. All representations and warranties made by any party to this Agreement or pursuant hereto, as modified by any Schedule, exhibit, certificate or other document executed and delivered pursuant hereto, shall survive the Closing and any investigation made by or on behalf of any party hereto for a period of eighteen months following the Closing Date; provided, however, that the representations and warranties contained in Section 4.1 (Organization; Qualification and Capital Stock; Corporate Records), Section 6.1 (Organization, Existence and Capital Stock), and Section 5.1(c) (Equity Holder Power and Authorization; Ownership) shall survive closing indefinitely and the representations and warranties contained in, Section 4.8 (Tax Matters), 4.11 (Employee Matters; Benefit Plans; ERISA) and 4.19 (Environmental Matters) shall survive the Closing and any investigations made by or on behalf of the relevant party until expiration of the applicable statute of limitations. All representations and warranties contained herein or in any schedule, exhibit, certificate or other document executed and delivered pursuant hereto shall be deemed representations and warranties for purposes of Sections 7.1, 9.2(a), and 9.3(a) . Notwithstanding the foregoing, the covenants and agreements of Zanett, Merger Sub and the Equity Holders made herein shall survive the Closing and shall continue in full force and effect indefinitely. The right to indemnification or other remedy based upon such representations and warranties shall not be affected by any investigation conducted with respect to, or any knowledge acquired at any time, whether before or after execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of any such representation or warranty. Each of Zanett, Merger Sub, DBA Group and the Equity Holder shall notify the other parties in writing of the discovery of any inaccuracy in any representation or warranty of any party hereto.

     7.2 Indemnification.

          (a) Subject to the terms and conditions of this Article VII, following the Closing, the Equity Holders shall jointly and severally, indemnify, defend and hold harmless Zanett and Merger Sub (and their respective officers, directors, employees, Affiliates, successors or assigns other than the Equity Holders) (collectively, the “Zanett Indemnified Parties”), from and against all Claims, assessments, losses, damages, liabilities, deficiencies, judgments, settlements, costs and expenses, including interest, penalties and reasonable attorneys’ fees and expenses incurred in enforcing this indemnification or in any litigation between the parties or with third parties (collectively, “Damages”) asserted against, resulting to, imposed upon, suffered or incurred by a Zanett Indemnified Party, directly or indirectly, by reason of or resulting from (i) any failure of DBA Group or the Equity Holders to duly perform or observe any covenant or agreement to be performed or observed by any of them, pursuant to this Agreement or any Related Agreement and/or (ii) a breach of any representation, warranty, covenant or agreement of DBA Group or the Equity Holders contained in or made pursuant to this Agreement or any of the Related Agreements.

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          (b) Subject to the terms and conditions of this Article VII, Merger Sub and Zanett shall indemnify, defend and hold harmless the Equity Holders (and the Equity Holders' respective heirs, representatives and assigns) (collectively, the “DBA Group Indemnified Parties”) at any time after consummation of the Closing, from and against all Damages asserted against, resulting to, imposed upon or incurred by DBA Group Indemnified Parties, directly or indirectly, by reason of or resulting from: (i) the assertion against any Equity Holder of any claim for payment or performance of any obligation, debt, or liability in connection with Merger Sub’s ownership or operation of the Business from and after the Closing, (ii) any failure of Merger Sub to duly perform or observe any covenant or agreement to be performed or observed by it, prior to the Closing, pursuant to this Agreement or any Related Agreement; or (iii) a breach of any representation, warranty, covenant or agreement of Merger Sub contained in or made pursuant to this Agreement.

          (c) As between the Equity Holders, and any Affiliate of any Equity Holder, on the one hand, and Zanett, Merger Sub and any Affiliate of Parent or Merger Sub, on the other hand, the remedies, rights and obligations set forth in this Section 7.2 will be the exclusive remedies, rights and obligations with respect to the Damages referred to in this Section 7.2 to the extent that such Damages arise out of or are related to any inaccuracy of the representations or warranties set forth in this Agreement, except with respect to matters of fraud, for which the parties shall be entitled to pursue all available remedies at law or in equity. Without limiting the foregoing, as a material inducement to entering into this Agreement, to the fullest extent permitted by law, each of the parties waives any claim or cause of action that it otherwise might assert based upon any inaccuracy of the representations or warranties set forth in this Agreement, except for claims or causes of action brought under and subject to the terms and conditions of this Section 7.2.

          (d) Notwithstanding any other provision of this Agreement or any applicable law, except for Damages arising out of or relating to any inaccuracy of representations and warranties under Section 4.1, Section 4.8, and Section 5.1(c) (which shall not be subject to this Section 7.2(c)), no Indemnified Party (as defined below) will be entitled to indemnification for a claim against an Indemnifying Party (as defined below) under this Section 7.2 until the aggregate amount of Damages incurred by such Indemnified Party exceeds $10,000 (all amounts up to and including such amount, the “Basket Amount”) after which such responsible party is liable for all Damages from the first dollar.

          (e) Notwithstanding any other provision of this Agreement, the indemnification obligations of the Equity Holders under this Section 7.2 will not exceed $750,000 (the “Maximum DBA Group Indemnification Amount”).

          (f) Zanett and Merger Sub’s maximum liability to the DBA Group Indemnified Parties under this Section 7.2 shall not exceed the Merger Consideration received by the Sellers hereunder.

          (g) The Maximum DBA Group Indemnification Amount shall not apply to breaches of the representations and warranties set forth in Sections 4.1, 4.8, 4.11, 4.13(a), and 5.1(c) or to matters of fraud. The Equity Holders shall be required to provide indemnification jointly and severally under this Section 7.2.

          (h) No Indemnifying Party shall be liable to or obligated to indemnify any Indemnified Party hereunder for any punitive or exemplary damages, or any consequential, special or multiple damages, except to the extent such damages have been recovered by a third person (including a Governmental Authority) and are the subject of a third party claim for which indemnification is available under this Article VII.

     7.3 Conditions of Indemnification. The obligations and liabilities of Merger Sub, on the one hand, and the Equity Holders, on the other hand, as indemnifying parties (each, an “Indemnifying Party”) to indemnify DBA Group Indemnified Parties or Merger Sub Indemnified Parties, as applicable (each, an “Indemnified Party”), under Section 7.2 with respect to Claims made by third parties shall be subject to the following terms and conditions:

     The Indemnified Party shall give written notice to the Indemnifying Party of any Damages with respect to which it seeks indemnification promptly after the discovery by such party of any matters giving rise to such Claim

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for indemnification; provided, however, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under Section 7.2 unless it shall have been prejudiced by the omission to provide such notice. In case any Claim is brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable to the Indemnified Party under Section 7.2 for any legal or other expense subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that (i) if the Indemnifying Party shall elect not to assume the defense of such claim or action or (ii) if the Indemnified Party reasonably determines that there may be a conflict between the positions of the Indemnifying Party and the Indemnified Party in defending such Claim, then separate counsel shall be entitled to participate in and conduct such defense, and the Indemnifying Party shall be liable for any reasonable legal or other expenses incurred by the Indemnified Party in connection with such defense (but not more than one counsel). The Indemnifying Party shall not be liable for any settlement of any Claim effected without its written consent, which consent shall not be unreasonably withheld. The Indemnifying Party shall not, without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, settle or compromise any Claim to which the Indemnified Party is a party or consent to entry of any judgment in respect thereof. The Indemnifying Party further agrees that it will not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such Claim) unless such settlement or compromise includes an unconditional release of the Indemnified Party from all liability arising out of such Claim.

ARTICLE VIII. COVENANTS.

     8.1 Public Disclosures. Zanett, Merger Sub and the Equity Holders will consult with each other before issuing any press release or otherwise making any public statement with respect to the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement prior to such consultation except as may be required by applicable law or requirements of NASDAQ. The parties shall issue a joint press release, mutually acceptable to the Equity Holders and Merger Sub, promptly upon execution and delivery of this Agreement.

     8.2 Confidentiality. Zanett, Merger Sub, DBA Group and the Equity Holders shall hold, and shall use their best efforts to cause their respective auditors, attorneys, financial advisors, bankers and other consultants and advisors to hold in strict confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all documents and information concerning the other party furnished to it by the other party or its representatives in connection with the transactions contemplated by this Agreement, including, without limitation, the terms and conditions of the Agreement (except to the extent that such information shall be shown to have been (a) already known by the party to which it was furnished, (b) in the public domain through no fault of such party or (c) later lawfully acquired from other sources by the party to which it was furnished) (“Confidential Information”), and each party shall not release or disclose such Confidential Information to any other Person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors in connection with the transactions contemplated by this Agreement.

     8.3 Books and Records. Zanett shall, and shall cause Merger Sub to, until the fourth (4^th) anniversary of the Closing Date, retain all books, records and other documents pertaining to the business of DBA Group on the Closing Date and to make the same available for inspection and copying by the Equity Holders and the Equity Holders' Representative at the expense of the Equity Holders' during the normal business hours of Parent or Merger Sub, as applicable, upon reasonable request and upon reasonable notice.

     8.4 Affirmative Covenants of DBA Group. Prior to the Closing, unless Merger Sub agrees otherwise in writing:

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          (a) DBA Group will maintain its existence as a limited liability company and will conduct the Business and its operations in the usual and ordinary course of business in accordance with past custom and practice, including, without limitation, maintaining adequate working capital balances, collecting accounts receivable, paying accounts payable, making repair and maintenance capital expenditures and managing cash accounts generally, all in the usual and ordinary course of business and in compliance in all material respects with all Laws, authorizations, contracts and agreements (including those identified in the Schedules).

          (b) DBA Group will carry on the Business in substantially the same manner as presently conducted and keep its business organizations and properties intact, including its present business operations, physical facilities, working conditions and employees and its present relationships with employees, lessors, licensors, suppliers and customers and others having business relations with it.

          (c) DBA Group shall maintain its Books and Records in accordance with past practice, and use best efforts to maintain in full force all licenses, certificates and other regulatory approvals required or necessary to be applied for or obtained in connection with the Business (except where the failure to maintain such licenses, certificates or other regulatory approvals would not have a material adverse effect) and all insurance policies and binders.

          (d) DBA Group shall promptly advise Zanett in writing of the threat or commencement against DBA Group or the Equity Holders of any dispute, action, claim, investigation or proceeding by, against or affecting DBA Group or any of its operations, assets or prospects, or which questions or may affect the validity of this Agreement or the Related Agreements or any action taken or to be taken by DBA Group or the Equity Holders in connection with the consummation of the transactions contemplated hereby or thereby or which seeks to prohibit, enjoin or otherwise challenge any of the transactions contemplated hereby or thereby.

          (e) DBA Group shall pay any and all amounts owed to any holder of Membership Units and shall collect any and all amounts owed to DBA Group by any holder of Membership Units. There shall be no receivables or payables to or from the Equity Holders on the Closing Balance Sheet, other than reasonable reimbursable business expenses incurred in the ordinary course within 30 days prior to the date of the Closing Balance Sheet.

          (f) DBA Group shall promptly advise Zanett in writing of any event or the existence of any fact which makes untrue, or will make untrue as of the Closing, any representation or warranty of DBA Group or Seller set forth in this Agreement or the Related Agreements (including but not limited to any acquisitions, sale of license of any material portion of its assets, or amendments to any material distribution, licensing, or other material agreements).

          (g) DBA Group shall cooperate with Merger Sub to obtain prior to Closing, searches (the “Searches”), in all appropriate jurisdictions, for state and federal tax liens, judgment liens, Uniform Commercial Code financing statements and pending litigation against DBA Group or its assets; provided that, such Searches shall be performed by a nationally recognized company satisfactory to Zanett, and DBA Group shall be responsible for the cost thereof.

     8.5 Negative Covenants of DBA Group. Prior to the Closing, unless Merger Sub agrees otherwise in writing:

          (a) DBA Group will not take any action or permit to occur any event within DBA Group’s reasonable control which, if taken or occurring prior to the date hereof would require any disclosure in the Schedules, or would breach any covenant of DBA Group or any Equity Holder, or cause any representation or warranty of DBA Group or any Equity Holder to be untrue as of the Closing.

          (b) DBA Group will not (i) make or permit any change in its authorized, issued or treasury securities of its equity securities, (ii) grant any option or right to purchase DBA Group’s securities, (iii) issue or make any commitment to issue any security, including any security convertible into Membership Units, (iv) grant

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any registration rights, (v) purchase, redeem, retire or make any other acquisition of any securities, or (vi) declare, set aside or pay any dividends, redeem or make any other distributions on or with regard to its equity.

          (c) DBA Group will not amend its certificate of formation or operating agreement.

          (d) DBA Group will not fail to pay or discharge when due any liability or obligation of DBA Group.

          (e) DBA Group will not (i) make any payments to officers, directors, partners, managers, trustees or beneficiaries other then in the ordinary course of business and in accordance with past custom and practice or (ii) make any loans or enter into any transactions or contracts with any holder of Membership Units or an Affiliate of any holder of Membership Units, other than in the ordinary course of business and as contemplated by this Agreement.

          (f) DBA Group will not, except as specifically contemplated by this Agreement, (i) enter into any material contract, agreement or transaction, (including but not limited to any acquisitions, sale of license of any material portion of its assets, or amendments to any material distribution, licensing, or other material agreements), (ii) change, accelerate or alter the payment terms of any existing material Contracts, or (iii) incur any additional debt, other than in the ordinary course of business in accordance with past custom and practice.

          (g) DBA Group will not hire any employees, change any employee’s compensation, pay any bonus or enter into any severance arrangements, or accelerate the vesting of any restricted stock or stock options.

     8.6 Conduct of the Business by Zanett. Until the third anniversary of the Closing Date, Zanett shall consult with the management of DBA Group with respect to proposed material changes to the Business or DBA Group's relationships with its employees or lessors, including, without limitation, Cygnus Holdings, LLC. If disputes arise between the management of DBA Group and the management of Zanett regarding such proposed material changes, the Zanett Board of Directors will make the final determination in its sole and absolute discretion, after consulting with the management of DBA Group. Notwithstanding the foregoing, if the Adjusted Income of Merger Sub for the previous Performance Period does not equal or exceed seventy-five percent (75%) of that Performance Period's Adjusted Income Target or the Revenue of Merger Sub does not equal or exceed seventy-five percent (75%) of that Performance Period's Revenue Target, Zanett shall have the sole authority to make any such changes, in accordance with good business practice, in its sole and absolute discretion.

     8.7 Creation of DBA Group Stock Option Plan.

          (a) After the Closing, Zanett shall reserve options to purchase an aggregate 100,000 shares of Zanett Stock (each, a "Zanett Option") for employees of DBA Group, which Zanett Options shall be available for grant to such employees within 60 days after the Closing Date following the Closing.

          (b) The number of Zanett Options reserved for employees of DBA Group following the Closing shall be increased annually by 0.2 Zanett Options for each $1.00 that the Adjusted Income generated by DBA Group during the first, second and third One-Year Performance Periods, such increase to become effective within 30 days of the delivery of the applicable Performance Period Financial Statements pursuant to Section 8.7 hereof.

          (c) All material terms and conditions of Zanett Options, including the expiration dates and vesting schedules, shall be determined by the Executive Committee of Zanett, subject to ratification by the Board of Directors of Zanett.

          (d) The Executive Committee of Zanett shall review on an annual basis the number of Zanett Options available for grant to DBA Group’s employees and reserve Zanett Options for grant to DBA Group’s employees in addition to those provided for in Section 8.5(b) hereof if the Executive Committee shall determine, in its sole discretion, that reservation of additional Zanett Options is appropriate.

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     8.8 Performance Period Financial Statements; Annual Reports. Within 60 days after the end of each Performance Period, Merger Sub shall deliver to Equity Holders' Representative an income statement for such Performance Period and a balance sheet as of the end of such Performance Period. These financial statements (“Performance Period Financial Statements”) shall (i) be prepared from monthly financial statements prepared by Merger Sub in accordance with GAAP as applied on a basis consistent with DBA Group’s past practices and (ii) set forth the Adjusted Income and Revenue of Merger Sub for such Performance Period (including the figures used and calculations made to determine the Adjusted Income and Revenue).

     8.9 Accounting Disputes. Notwithstanding anything to the contrary in this Agreement, if Equity Holders' Representative has any dispute relating to the determination of Actual Net Working Capital or the amount of Adjusted Income or Revenue for any purpose hereunder, then Equity Holders' Representative will notify Merger Sub, in writing, of each disputed amount (collectively, the “Disputed Amounts”), specifying the grounds for such dispute, within 15 Business Days after delivery of the Closing Financial Statements, the Performance Period Financial Statements or other notice containing such determination, as the case may be. If Merger Sub and Equity Holders' Representative cannot resolve any such dispute within 10 Business Days after delivery of such notice, then such dispute will be resolved by an independent accounting firm mutually acceptable to Merger Sub and Equity Holders' Representative (the “Independent Accounting Firm”). If Merger Sub and Equity Holders' Representative do not agree upon a mutually acceptable Independent Accounting Firm within the 10 Business Day period after delivery of the notice, Merger Sub and Equity Holders' Representative will each select an independent accounting firm, and the Independent Accounting Firm will be selected by the firms chosen by Merger Sub and Equity Holders' Representative. The determination of the Independent Accounting Firm (i) will be made as promptly as practicable, (ii) will be prepared in accordance with GAAP and this Agreement, and (iii) will be final and binding on the parties, absent manifest error, which error may only be corrected by such Independent Accounting Firm. Any expenses relating to the engagement of the Independent Accounting Firm will be allocated evenly between Merger Sub and the Equity Holders, provided, however, that if the determination of the Independent Accounting Firm results in a restatement of more than 10% of the Actual Net Working Capital, Adjusted Income or Revenue claimed by Equity Holders' Representative, then the Merger Sub shall pay all expenses related to the engagement of the Independent Accounting Firm; provided further, however, that if the determination of the Independent Accounting Firm results in a restatement of less than 10% of the Actual Net Working Capital, Adjusted Income or Revenue claimed by Merger Sub, then the Equity Holders shall pay all expenses related to the engagement of the Independent Accounting Firm.

     8.10 Audit; Cooperation. Following the Closing, the Equity Holders shall cooperate with Merger Sub in connection with Merger Sub’s preparation of financial statements, and, if necessary, an audit (the “Audit”) of the financial performance of DBA Group, for all periods required in connection with Merger Sub’s reporting obligations under the United States securities laws. Such cooperation shall include, but not be limited to, providing full access to the Books and Records, any work papers generated in connection therewith, DBA Group personnel, DBA Group’s outside auditors and assisting Merger Sub in obtaining any required consent of such outside auditors in connection with Merger Sub’s reporting obligations under the United Stated securities laws. From and after the Closing Date and until the end of the final One-Year Performance Period, Zanett, Merger Sub and DBA Group shall permit the Equity Holders and their counsel, accountants, engineers, consultants and other authorized representatives to have full and complete access to all documents, books, contracts and records relating to DBA Group (but not to Zanett or Merger Sub generally) and to make copies thereof during normal business hours in order to permit Seller to conduct investigations and reviews relative to this Agreement. The Equity Holders and their representatives shall conduct such investigations and reviews in such manner as shall not interfere with or disrupt the conduct of business of Zanett, Merger Sub and DBA Group.

     8.11 Acknowledgment Regarding Reorganizations and Similar Transactions. Seller hereby acknowledges and agrees that, notwithstanding anything to the contrary set forth herein, Merger Sub shall be entitled to consummate any sale, merger, reorganization, consolidation or other similar transaction involving DBA Group, in each case to a Person that is an Affiliate of Merger Sub or its parent, Zanett, Inc., without requiring any consent of Seller, and the consummation of such transaction shall not be deemed to violate any provision of this Agreement; provided, however, that such sale, merger, reorganization, consolidation or other similar transaction shall not release Merger Sub from its obligations hereunder.

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ARTICLE IX. CONDITIONS TO CLOSING.

     9.1 Mutual Conditions. The respective obligations of each party to effect the transactions contemplated by this Agreement at the Closing shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions (any of which may be waived in writing by Zanett, Merger Sub, the Equity Holders and DBA Group).

          (a) None of Zanett, Merger Sub, the Equity Holders or DBA Group nor any of their respective subsidiaries shall be subject to any order, decree or injunction by a court of competent jurisdiction which (i) prevents or materially delays the consummation of the transactions contemplated by this Agreement or (ii) would impose any material limitation on the ability of Merger Sub effectively to exercise full rights of ownership of the Membership Units of DBA Group or any material portion of the assets or Business of DBA Group, taken as a whole.

          (b) No statute, rule or regulation, shall have been enacted by the government (or any governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes the consummation of the transactions contemplated by this Agreement illegal.

          (c) Zanett, Merger Sub, the Equity Holders and DBA Group shall have received all consents, approvals and authorizations of third parties (including governmental approvals) that are required of such third parties prior to the consummation of the transactions contemplated by this Agreement, in form and substance acceptable to Merger Sub or Equity Holders' Representative, as the case may be, except where the failure to obtain such consent, approval or authorization would not have a material adverse effect on the Business of DBA Group.

     9.2 Conditions to the Obligations of Merger Sub. The obligations of Merger Sub under this Agreement are subject to the satisfaction, at or before the Closing, of each of the following conditions (any of which may be waived in writing by Merger Sub):

          (a) The representations and warranties of DBA Group and the Equity Holders contained herein that are qualified as to materiality shall be true in all material respects on and as of the Closing Date (except for the representations and warranties made as of a specific date which shall be true in all material respects as of such date) with the same force and effect as though made on and as of such date, and each of the representations and warranties of DBA Group and the Equity Holders contained herein that are not so qualified shall be true in all respects.

          (b) DBA Group and the Equity Holders shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions required by this Agreement to be performed or complied with by them at or prior to the Closing.

          (c) There shall not be threatened, instituted or pending any suit, action, investigation, inquiry or other proceeding by or before any court or governmental or other regulatory or administrative agency or commission requesting or looking toward an order, judgment or decree that (a) restrains or prohibits the consummation of the transactions contemplated hereby, (b) could reasonably be expected to have a material adverse effect on Merger Sub’s ability to exercise control over or manage DBA Group after the Closing or (c) could reasonably be expected to have a material adverse effect on the Business of DBA Group.

          (d) On the Closing Date, there shall be no effective injunction, writ, preliminary restraining order or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the transactions contemplated hereby.

          (e) DBA Group shall have delivered to Merger Sub a certificate, dated the Closing Date, executed by the Secretary of DBA Group, certifying as to (a) DBA Group’s articles of organization, (b) DBA Group’s operating agreement, (c) resolutions with respect to the transactions contemplated by this Agreement adopted by DBA Group’s members and the operating manager attached to such certificate, and (d) incumbency and

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signatures of the persons who have executed this Agreement, the Related Agreements and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement or any of the Related Agreements on behalf of DBA Group.

          (f) Merger Sub shall have received an opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, counsel to DBA Group, dated the Closing Date, in form and substance reasonably satisfactory to Merger Sub.

          (g) Merger Sub shall have received reasonable evidence that all indebtedness of DBA Group has been paid in full including, but not limited to, that certain Term Loan between Bank of America, N.A. and The DBA Group LLC dated July 19, 2006.

          (h) Merger Sub shall have received the Searches in accordance with Section 8.4(g) . Seller shall have had all Encumbrances affecting DBA Group or its assets released and discharged (whether or not such Encumbrances are reflected in the Searches or the Schedules). Merger Sub shall have received evidence reasonably satisfactory to it (including, without limitation, UCC-3 termination statements) that such Encumbrances have been released and discharged of record.

          (i) ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ shall have entered into an employment agreement with Merger Sub (the “Employment Agreement”), substantially in the form of Exhibit A.

          (j) Each Equity Holder shall have entered into a confidentiality, non-competition, and non-solicitation agreement (the “Confidentiality, Non-Competition, and Non-Solicitation Agreement”), substantially in the form of Exhibit B.

          (k) Each Equity Holder shall have entered into a lock-up agreement with Zanett (the “Lockup Agreement”), substantially in the form of Exhibit C.

          (l) Merger Sub shall have received resignations in form and substance satisfactory to Merger Sub from the directors and officers of DBA Group listed on Schedule 9.2(m), which shall include a release of all Claims against DBA Group.

          (m) DBA Group and Seller shall have changed the persons authorized to act or deal in connection with each deposit account, line of credit and safe deposit box of DBA Group to be only those persons identified on Schedule 9.2(l) hereto.

          (n) Zanett’s Executive Committee shall have approved the Agreement and the transactions contemplated hereby.

          (o) Cygnus Holdings, LLC as landlord, and Merger Sub, as tenant, shall have executed a lease for the office space located at 4080 ▇▇▇▇▇▇▇▇ Ferry Road, Building 200, Suite 203, Alpharetta, Georgia, substantially in the form attached to this Agreement as Exhibit D.

          (p) LaSalle Bank National Association shall have approved the Agreement and the transactions contemplated hereby.

          (q) There shall have been no material adverse change to DBA Group from the date hereof to the Closing.

     9.3 Conditions to the Obligations of DBA Group and the Equity Holders. The obligations of DBA Group and the Equity Holders under this Agreement at the Closing are subject to the satisfaction, at or before the Closing, of each of the following conditions (any of which may be waived in writing by DBA Group and the Equity Holders):

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          (a) The representations and warranties of Zanett and Merger Sub contained herein that are qualified as to materiality shall be true in all material respects on and as of the Closing Date (except for the representations and warranties made as of a specific date which shall be true in all material respects as of such date) with the same force and effect as though made on and as of such date, and each of the representations and warranties of Zanett and Merger Sub contained herein that are not so qualified shall be true in all respects.

          (b) Zanett and Merger Sub shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions required by this Agreement to be so performed or complied with by Merger Sub at or prior to the Closing.

          (c) There shall not be threatened, instituted or pending any suit, action, investigation, inquiry or other proceeding by or before any court or governmental or other regulatory or administrative agency or commission requesting or looking toward an order, judgment or decree that (a) restrains or prohibits the consummation of the transactions contemplated hereby or (b) could reasonably be expected to have a material adverse effect on the business of Zanett, Merger Sub or DBA Group (following the Closing).

          (d) On the Closing Date, there shall be no effective injunction, writ, preliminary restraining order or other order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the transactions contemplated hereby.

          (e) Each of Zanett and the Merger Sub shall have delivered to Seller a certificate, dated the Closing Date, executed by its Secretary, certifying as to (a) its certificate of incorporation, (b) its by-laws, and (c) incumbency and signatures of the persons who have executed this Agreement, the Related Agreements and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement or any of the Related Agreements on behalf of it.

ARTICLE X.

THE SELLERS’ REPRESENTATIVE.

     10.1 The Equity Holders hereby authorize, direct and appoint ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ to act as sole and exclusive agent, attorney-in-fact and representative of the Equity Holders, with full power of substitution with respect to all matters under this Agreement, including, without limitation, determining, giving and receiving notices and processes hereunder, receiving distributions of the Merger Consideration to or for the benefit of the Equity Holders, contesting and settling any and all claims for indemnification pursuant to Section 7.2, resolving any other disputes hereunder, performing the duties expressly assigned to the Equity Holders’ Representative hereunder and to engage and employ agents and representatives and to incur such other expenses as the Equity Holders’ Representative shall reasonably deem necessary or prudent in connection with the foregoing. In addition, each Equity Holder hereby acknowledges that Equity Holders’ Representative shall have the right, at his sole election, to offset any amount otherwise distributable to a Equity Holder against any amount payable by such Equity Holder to a Zanett Indemnified Party pursuant to Section 7.2. The Equity Holders’ Representative shall have the sole and exclusive right on behalf of each Equity Holder to take any action or provide any waiver, or receive any notice with respect to any claims for indemnification under Section 7.2 and to settle any claim or controversy arising with respect thereto. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Equity Holders’ Representative, shall be absolutely and irrevocably binding on each Equity Holder as if such Equity Holder personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Equity Holder’s individual capacity, and no Equity Holder shall have the right to object, dissent, protest or otherwise contest the same. Any action required to be taken by the Equity Holders hereunder or any action that the Equity Holders, at their election, have the right to take hereunder, shall be taken only by the Equity Holders’ Representative and no Equity Holder acting on its own shall be entitled to take any such action.

     10.2 All deliveries and payments to be made by Zanett or Merger Sub to any Equity Holder hereunder shall be made exclusively to the Equity Holders’ Representative on behalf of the Equity Holders and any delivery or

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payment so made to the Equity Holders’ Representative shall constitute full performance of the obligations hereunder of Zanett or Merger Sub to the Equity Holders. Neither DBA Group nor Zanett or Merger Sub shall be liable for allocation of particular deliveries and payments among the Equity Holders.

     10.3 The appointment of the Equity Holders’ Representative as each Equity Holder’s attorney-in-fact revokes any power of attorney heretofore granted that authorized any other Person or Persons to represent such Equity Holder with regard to this Agreement and the transactions contemplated hereby. The appointment of the Equity Holders’ Representative as attorney-in-fact pursuant hereto is coupled with an interest and, except as provided in Section 10.6, is irrevocable. The obligations of each Equity Holder pursuant to this Agreement (i) will not be terminated by operation of law, death, mental or physical incapacity, liquidation, dissolution, bankruptcy, insolvency or similar event with respect to such Equity Holder or any proceeding in connection therewith, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust, or any other event, and (ii) shall survive the delivery of an assignment by any Equity Holder of the whole or any fraction of its interest in any payment due to it under this Agreement.

     10.4 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ hereby accepts the foregoing appointment and agrees to serve as the Equity Holders’ Representative, subject to the provisions hereof, for the period of time from and after the date hereof without compensation except for the reimbursement from the Equity Holders of reasonable out of pocket expenses incurred by the Equity Holders’ Representative in his capacity as such.

     10.5 Each Equity Holder hereby waives all potential conflicts of interest arising out of the Equity Holders’ Representative’s activities or authority as the Equity Holders’ Representative and his relationships with Company or any of its Affiliates (whether before or after the Closing), whether as an employee, consultant, agent, director, officer, shareholder or other representative of Company or any of its Affiliates.

     10.6 The Equity Holders’ Representative may resign at any time by giving written notice of resignation, at least sixty (60) days prior to the effectiveness of such resignation, to Zanett and the Equity Holders. The Equity Holders’ Representative may be removed at any time with or without cause by the approval of the holders of 67% of the Shares held by the Equity Holders on the Closing Date (the “Approving Holders”). Upon any such resignation or removal, or upon the death or disability of the Equity Holders’ Representative, the Alternate Representative (as defined herein) shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Equity Holders’ Representative, and the resigning Equity Holders’ Representative shall be discharged from its duties and obligations as the Equity Holders’ Representative under this Agreement. At such time, or within 60 days following the death of the then current Alternate Representative prior to his becoming the Equity Holders’ Representative pursuant to this Section 10.6, the Approving Holders shall select a new Alternate Representative and shall provide written notice of such selection to Zanett. Any successor Equity Holders’ Representative shall by means of execution of a counterpart hereof be bound by the terms of this Agreement applicable to the Equity Holders’ Representative. After any Equity Holders’ Representative's resignation or removal hereunder as the Equity Holders’ Representative, the provisions of this Section 10 shall inure to his benefit as to any actions taken or omitted to be taken by him while he was the Equity Holders’ Representative. For purposes of this Agreement, “Alternate Representative” shall initially mean ▇▇▇▇▇ ▇▇▇▇▇, and shall thereafter mean any successor Alternate Representative appointed in accordance with this Section 10.6.

     10.7 The Equity Holders hereby agree to indemnify and hold Equity Holders’ Representative harmless from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses, including out-of-pocket and incidental expenses and legal fees and expenses (“Representative Liabilities”) that may be imposed on, incurred by, or asserted against Equity Holders’ Representative in connection with this Agreement and the transactions contemplated thereby provided that the Equity Holders’ Representative has not acted with bad faith or gross negligence or engaged in willful misconduct. In addition to and not in limitation of the immediately preceding sentence, Equity Holders also agree to indemnify and hold Equity Holders’ Representative harmless from and against any and all Representative Liabilities that may be imposed on, incurred by, or asserted against the Equity Holders in connection with or arising out of Equity Holders’ Representative’s performance under this Agreement, and the transactions contemplated thereby provided that the Equity Holders’ Representative has not acted with bad faith or gross negligence or engaged in willful misconduct.

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     The provisions of this Section 10 shall in no way impose any obligations on Zanett or Merger Sub. In particular, notwithstanding any notice received by Zanett to the contrary, and absent bad faith or willful misconduct, Zanett (i) shall be fully protected in relying upon and shall be entitled to rely upon, and shall have no liability to the Equity Holders with respect to, actions, decisions and determinations of the Equity Holders’ Representative and (ii) shall be entitled to assume that all actions, decisions and determinations of the Equity Holders’ Representative are fully authorized by all of the Equity Holders.

ARTICLE XI. MISCELLANEOUS

     11.1 Notices. Any communications required or desired to be given hereunder shall be deemed to have been properly given if sent by hand delivery or by facsimile and overnight courier or overnight courier to the parties hereto at the following addresses, or at such other address as either party may advise the other in writing from time to time:

     If to Merger Sub:

          Zanett DBA Group, Inc.
          c/o Zanett, Inc.
          ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
          ▇▇▇▇ ▇▇▇▇▇
          ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
          Attention: President
          Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

     with a copy to (which shall not constitute notice):

          Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP
          One ▇▇▇▇▇ Square
          ▇▇^▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
          ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
          Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
          Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

     If to DBA Group:

          DBA Group, Inc.
          ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇
          ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
          Attention: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇

     If to Equity Holders:

          ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
          ▇▇ ▇▇▇▇ ▇▇▇▇▇
          ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

          ▇▇▇▇▇ ▇▇▇▇▇
          ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
          ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

          ▇▇▇▇▇ ▇▇▇▇
          ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
          ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

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     with a copy to (which shall not constitute notice):

          ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP
          1600 Atlanta Financial Center
          ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
          ▇▇▇▇▇▇▇, ▇▇
          Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

     All such communications shall be deemed to have been delivered on the date of hand delivery or facsimile or on the next Business Day following the deposit of such communications with the overnight courier.

     11.2 Further Assurances. Each party hereby agrees to perform any further acts and to execute and deliver any documents which may be reasonably necessary to carry out the provisions of this Agreement.

     11.3 Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of New York, applied without giving effect to any conflicts of law principles.

     11.4 Right of Setoff. Notwithstanding any provision hereof to the contrary, Merger Sub shall be entitled to set-off (i) any amounts due to Merger Sub from the Equity Holders hereunder, whether by reason of overpayment of the Merger Consideration or, indemnification under Article VII, or otherwise, against (ii) amounts due from Merger Sub to the Equity Holders hereunder. Any set-off shall be applied against amounts payable to the Equity Holders in the chronological order all amounts of every kind payable to the Equity Holders are due until the set-off is complete. Notwithstanding any provision hereof to the contrary, upon making a claim for indemnification under Article VII, Merger Sub may withhold from amounts otherwise due hereunder an amount equal to Merger Sub’s reasonable estimate of the amount of such claim until such time as the actual amount of Merger Sub’s indemnification claim, and right of set-off hereunder, is determined. Claims for indemnification for which Merger Sub exercises its right of set-off hereunder shall be promptly submitted to binding arbitration in New York in accordance with the rules and regulations of the American Arbitration Association. The arbitrators will be selected by the American Arbitration Association. The determination of the arbitrator(s) will be conclusive and binding upon the parties, and any determination by the arbitrator(s) of any award may be filed with the clerk of a court of competent jurisdiction as a final adjudication of the claim involved, or application may be made to such court for judicial acceptance of the award and an order of enforcement. Each party will bear its own expenses with respect to such arbitration. Any amount withheld by Merger Sub pursuant to the set-off right under this Section 11.4 that the arbitrator(s) determines was in excess of the amount that the Equity Holders were liable for under the indemnification claim brought to such arbitration shall be returned forthwith to the Equity Holders. The arbitrator may award reasonable attorneys’ fees and costs to the prevailing party.

     11.5 Consent to Jurisdiction. Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any Federal court located in the State of New York in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than a Federal court sitting in the State of New York.

     11.6 Integration of Exhibits and Schedules. All Exhibits and Schedules to this Agreement are integral parts of this Agreement as if fully set forth herein.

     11.7 Entire Agreement. This Agreement, the Related Agreements, including all Exhibits and Schedules attached hereto and thereto contain the entire agreement of the parties and supersede any and all prior or contemporaneous agreements between the parties, written or oral, with respect to the transactions contemplated hereby. Such agreement may not be changed or terminated orally, but may only be changed by an agreement in writing signed by the party or parties against whom enforcement of any waiver, change, modification, extension, discharge or termination is sought.

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     11.8 Expenses. Except as set forth on Schedule 4.4(b) or as expressly provided otherwise, each party hereto will bear its own costs and expenses (including fees and expenses of auditors, attorneys, financial advisors, bankers, brokers and other consultants and advisors) incurred in connection with this Agreement, the Related Agreements and the transactions contemplated hereby and thereby.

     11.9 Counterparts. This Agreement may be executed in several counterparts, each of which, when so executed, shall be deemed to be an original, and such counterparts shall together constitute and be one and the same instrument.

     11.10 Binding Effect. This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto, and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No party may assign any right or obligation hereunder without the prior written consent of the other parties.

     11.11 Termination Events. By notice given prior to or at the Closing, subject to Section 11.2, this Agreement may be terminated as follows:

          (a) by Zanett if a material breach of any provision of this Agreement has been committed by DBA Group or any Equity Holder, such breach has not been cured within 10 days following receipt by DBA Group or the Equity Holder Representative of notice of such breach, and such breach has not been waived by Zanett;

          (b) by DBA Group if a material breach of any provision of this Agreement has been committed by Zanett, such breach has not been cured within 10 days following receipt by Zanett of notice of such breach, and such breach has not been waived by DBA Group;

          (c) by either Zanett or DBA Group if the Merger shall not have been consummated by March 9, 2007; provided, however, that the right to terminate this Agreement under this Section 11.11(c) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Merger to occur on or before such date; or

          (d) by mutual consent of Zanett, DBA Group, and the Equity Holders.

     11.12 Effect Of Termination. Each party’s right of termination under Section 11.11 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of such right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 11.11, all obligations of the parties under this Agreement will terminate, except that the obligations of the parties in this Article XI will survive; provided, however, that if this Agreement is terminated because of a breach of this Agreement by the nonterminating party or because one or more of the conditions to the terminating party’s obligations under this Agreement is not satisfied as a result of the party’s failure to comply with its obligations under this Agreement, the terminating party’s right to pursue all legal remedies will survive such termination unimpaired.

[SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, Zanett, Merger Sub, DBA Group and the Equity Holders have caused this Agreement and Plan of Merger to be executed by their respective duly authorized officers, all as of the day and year first above written.

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