PLANET ZANETT INC
EMPLOYMENT AGREEMENT - RDS
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>pdiempagreerds.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - RDS
<TEXT>
                                                               EXECUTION COPY

                              EMPLOYMENT AGREEMENT


          THIS EMPLOYMENT AGREEMENT (this "Agreement") is made this 31st day
of January, 2003 by and between Paragon Dynamics, Inc., a Delaware
corporation
("Company"), and Roger D. Stapleton ("Executive").

                                Background

          WHEREAS, simultaneously with the execution of this Agreement,
pursuant to an Agreement and Plan of Merger, dated as of January 31, 2003
(the "Merger Agreement"), by and among the Company, Zanett, Inc. ("Zanett"),
a Delaware corporation, Paragon Dynamics, Inc., a Colorado corporation
("PDI"), and Executive and the other shareholders of PDI identified on the
signature page thereto, PDI is being merged with and into the Company, with
the Company surviving the merger as a Delaware corporation named Paragon
Dynamics, Inc. (the "Merger") (capitalized terms not otherwise defined herein
shall have the respective meanings assigned to such terms in the Merger
Agreement); and

         WHEREAS, Company desires to employ Executive, and Executive
desires to be employed by Company, on the terms and conditions contained in
this Agreement.  Executive will be substantially involved with Company's
operations and management and will learn trade secrets and other confidential
information relating to Company and its customers; accordingly, the
noncompetition covenant and other restrictive covenants contained in Section
14 of this Agreement constitute essential elements hereof.

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

                                   Terms

     1.   Definitions.  The following words and phrases shall have the
meanings set forth below for the purposes of this Agreement (unless the
context clearly indicates otherwise):

          (a)   "Base Salary" shall have the meaning set forth in
Section 5.
          (b)   "Board" shall mean the Board of Directors of Company
or any successor thereto.

          (c)   "Cause," as reasonably determined by the Board in good
faith, shall mean Executive has --

               (1)   willfully failed to perform his stated duties
     (including by omission) and not cured such failure (if curable)
     within 15 days of his receipt of written notice of the failure,
     which notice shall identify the duties not performed and shall
     request  performance of such duties;

               (2)   materially breached any provision of this
     Agreement and not cured such breach (if curable) within 15 days of
     his receipt of written notice of the breach, which notice shall
     identify the breach and shall request that such breach be cured
     (if curable);

               (3)   demonstrated his personal dishonesty in
     connection with his employment by the Company that may reasonably
     be expected to have a material adverse effect on the Company;

               (4)   engaged in a breach of fiduciary duty that may
     reasonably be expected to have a material adverse effect on the
     Company;

               (5)   willfully violated any law, rule or regulation,
     or final cease-and-desist order (other than minor traffic
     violations or similar offenses) that may reasonably be expected to
     have a material adverse effect on the Company; or

               (6)   engaged in other serious misconduct of such a
     nature that may reasonably be expected to have a material adverse
     effect on the Company

          (d)   "Disability" as reasonably determined by the Board in
good faith, shall mean Executive's inability to perform his duties hereunder
by reason of any physical or mental impairment which is expected to result in
death or which has lasted or is expected to last for a continuous period of
not fewer than 6 months.

          (e)   "Good Reason" shall mean:

               (1)   a material breach of this Agreement by Company
     which is not cured (if curable) by the Company within 15 days of
     its receipt of written notice of the breach, which notice shall
     identify the breach and shall request that such breach be cured
     (if curable);

               (2)   without Executive's express written consent, the
     Board reduces Executive's Base Salary or the aggregate fringe
     benefits provided to Executive (except to the extent permitted
     pursuant to Section 5 or Section 6, respectively); provided,
     Executive resigns within 30 days after the change objected to; or

               (3)   Company fails to obtain the assumption of this
     Agreement by any successor to Company.

          (f)   "Principal Executive Office" shall mean Company's
principal office for executives in the Denver, Colorado metropolitan area,
presently located at 8 Inverness Drive East, Suite 108, Englewood, CO 80112.

          (g)   "Termination Date" shall mean the date specified in
the Termination Notice.

          (h)   "Termination Notice" shall mean a dated notice which:
(i) indicates the specific termination provision in this Agreement relied
upon (if any); (ii) sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for the termination of Executive's
employment under such provision; (iii) specifies a Termination Date; and (iv)
is given in the manner specified in Section 15(e).

     2.   Employment.  Company hereby employs Executive as Executive
Vice-President, Chief Operating Officer and Treasurer and Executive hereby
accepts such employment and agrees to render services to Company in such
capacity (or in such other capacity in the future as the Board may reasonably
deem equivalent to such position) on the terms and conditions set forth in
this Agreement.  Executive's primary place of employment shall be at the
Principal Executive Office. It is understood that Executive may from time to
time be reasonably required to travel in furtherance of or in connection with
the business of Company.

     3.   Term.  Unless earlier terminated by Executive or Company as
provided in Section 10 hereof, the term of Executive's employment under this
Agreement shall commence on January 31, 2003 and terminate on January 31,
2007.

     4.   Duties.  Executive shall:

          (a)   faithfully and diligently do and perform all such acts
and duties, and furnish such services as are reasonably assigned to Executive
as of the date this Agreement is signed, and such additional or different
acts, duties and services as the Board may reasonably assign in the future;
and

          (b)   devote his full professional time, energy, skill and
best efforts to the performance of his duties hereunder, in a manner that
will faithfully and diligently further the business and interests of Company,
and shall not be employed by or participate or engage in or in any manner be
a part of the management or operations of any business enterprise other than
Company without the prior written consent of the Board, which consent may be
granted or withheld in its sole discretion.

     5.   Compensation.  Company shall compensate Executive for his
services at a minimum base salary of $ 143,600 per year ("Base Salary"),
payable in periodic installments in accordance with Company's regular payroll
practices in effect from time to time.  Executive's Base Salary may be
increased from time to time in such amounts as may be determined by the
Board, but may not be decreased without Executive's express written consent
(unless the decrease is pursuant to a general compensation reduction
applicable to all, or substantially all, officers of Company).  In addition
to his Base Salary, Executive shall be entitled to receive such bonus
payments as may be determined appropriate by the Board.

     6.   Benefit Plans.  Executive shall be entitled to participate
in and receive benefits under any employee benefit plan or stock-based plan
of Company, and shall be eligible for any other plans and benefits covering
officers of Company, to the extent commensurate with his then duties and
responsibilities fixed by the Board.  Company shall not make any change in
such plans or benefits which would adversely affect Executive's rights
thereunder, unless such change affects all, or substantially all, officers of
Company.

     7.   Vacation.  Executive shall be entitled to paid annual
vacation in accordance with the policies established from time to time by the
Board, which in no event shall be less than four weeks per annum.  Regardless
of what the Company's standard vacation policy may be, Executive shall not be
entitled to extra cash payments for any vacation he does not utilize.

     8.   Business Expenses.  Company shall reimburse Executive or
otherwise pay for all reasonable expenses incurred by Executive in
furtherance of or in connection with the business of Company, including, but
not limited to, traveling expenses, subject to such reasonable documentation
and other limitations as may be established by the Board.

     9.   Disability.  In the event Executive incurs a Disability,
Executive's obligation to perform services under this Agreement will
terminate, and the Board may terminate this Agreement upon written notice to
Executive.

     10.   Termination

          (a)   Termination without Salary Continuation.  In the event
(i) Executive terminates his employment hereunder other than for Good Reason,
or (ii) Executive's employment is terminated by Company due to his Disability
or death, or for Cause, the Executive shall be entitled to receive (1) the
amounts due or accrued under Section 5 hereof to the date of termination, and
(2) reimbursement of expenses properly incurred but not yet reimbursed.
Executive shall have no right to compensation or other benefits pursuant to
this Agreement for any period after his last day of active employment.

          (b)   Termination with Salary Continuation.  In the event
(i) Executive's employment is terminated by Company for a reason other than
Disability, death or Cause, or (ii) Executive terminates his employment for
Good Reason, then Company shall:

               (1)   pay Executive a severance amount equal to the
     lesser of (i) one-half (r) times Executive's Base Salary
     (determined without regard to any reduction in violation of
     Section 5) as of his last day of active employment, or (ii) the
     unpaid portion of Executive's Base Salary (determined without
     regard to any reduction in violation of Section 5) for the
     remainder of the term of this Agreement; the severance amount
     shall be paid in a single sum within 30 days following the
     Termination Date; and

               (2)   maintain and provide to Executive, at no cost to
     Executive, for a period ending at the earliest of (i) the
     expiration of six months from Executive's last day of active
     employment; (ii) the date of Executive's full-time employment by
     another employer; or (iii) Executive's death, continued
     participation in all group insurance, life insurance, health and
     accident, disability, and other employee benefit plans in which
     Executive would have been entitled to participate had his
     employment with Company continued throughout such period, provided
     that such participation is not prohibited by the terms of the plan
     or by Company for legal reasons.

          (c)   Termination Notice.  Except in the event of Executive's
death, a termination under this Agreement shall be effected by means of a
Termination Notice.

     11.   Withholding.  Company shall have the right to withhold from
all payments made pursuant to this Agreement any federal, state, or local
taxes and such other amounts as may be required by law to be withheld from
such payments.

     12.   Assignability.  Company may assign this Agreement and its
rights and obligations hereunder in whole, but not in part, to any entity to
which Company may transfer all or substantially all of its assets, if in any
such case said entity shall expressly in writing assume all obligations of
Company hereunder as fully as if it had been originally made a party hereto.
Company may not otherwise assign this Agreement or its rights and obligations
hereunder.  This Agreement is personal to Executive and his rights and duties
hereunder shall not be assigned except as expressly agreed to in writing by
Company.

     13.   Death of Executive.  Any amounts due Executive under this
Agreement (not including any Base Salary not yet earned by Executive) unpaid
as of the date of Executive's death shall be paid in a single sum as soon as
practicable after Executive's death to Executive's surviving spouse, or if
none, to the duly appointed personal representative of his estate.

     14.   Restrictive Covenants.

          (a)   Covenant Not to Compete.  During the term of this
Agreement and for a period of four years following the date of this
Agreement, Executive shall not, directly or indirectly, in the United States
(i) engage in the business of providing information technology consulting
services in satellite communications, software development, SETA, networking
or database storage and management for the Intelligence Community (as defined
by www.intelligence.gov) currently consisting of 14 executive branch agencies
and organizations (the "Business"), (ii) be or become a stockholder, partner,
owner, officer, director or employee of, or a consultant to, any person or
entity engaging in such activities; (iii) solicit the employment of any
person who is an employee of Company as of the Termination Date;  (iv) hire
or employ any person who is an employee of Company as of the Termination
Date, or (v) solicit any Person who is a client or customer of the Company,
Zanett or any of their affiliates to sell such Person services competitive
with those being offered by the Company, Zanett or any of their affiliates;
Notwithstanding anything herein to the contrary, nothing herein shall
prohibit Executive from owning, as a passive investor, in the aggregate not
more than five percent (5%) of the outstanding shares of capital stock or
other beneficial ownership interests of any entity (other than a successor in
interest to Company) engaged in the Business; provided, however, that if (1)
Executive's employment is terminated by Company for a reason other than
Disability, death or Cause, or (2) Executive terminates his employment for
Good Reason, the restrictions contained in this Section 14(a) shall apply for
a period ending on the later of (A) a date which is one year from the
Termination Date or date of resignation for Good Reason and (B) a date which
is one year from the date that it is determined pursuant to Section 3.4(d) of
the Merger Agreement that Executive is not entitled to receive a Contingent
Cash Payment (as defined in the Merger Agreement).

          (b)   Confidentiality.  Executive acknowledges a duty of
confidentiality owed to Company and shall not, at any time during or after
his employment by Company, retain in writing, use, divulge, furnish, or make
accessible to anyone, without the express authorization of the Board, any
trade secret, private or confidential information or knowledge of Company,
Zanett or any of their affiliates obtained or acquired by him while so
employed.  All computer software, business cards, telephone lists, customer
lists, price lists, contract forms, catalogs, Company books, records, files
and know-how acquired while an employee of Company are acknowledged to be the
property of Company and shall not be duplicated, removed from Company's
possession or premises or made use of other than in pursuit of Company's
business or as may otherwise be required by law or any legal process, or as
is necessary in connection with any adversarial proceeding against Company
and, upon termination of employment for any reason, Executive shall deliver
to Company, without further demand, all copies thereof which are then in his
possession or under his control.

          (c)   Inventions and Improvements.  Executive shall promptly
communicate to Company all ideas, discoveries and inventions which are or may
be useful to Company or its business.  Executive acknowledges that all such
ideas, discoveries, inventions, and improvements which heretofore have been
or are hereafter made, conceived, or reduced to practice by him at any time
during his employment with Company heretofore or hereafter gained by him at
any time during his employment with Company are the property of Company, and
Executive hereby irrevocably assigns all such ideas, discoveries, inventions,
and improvements to Company for its sole use and benefit, without additional
compensation.  The provisions of this Section 14(c) shall apply whether such
ideas, discoveries, inventions, or improvements were or are conceived, made
or gained by him alone or with others, whether during or after usual working
hours, whether on or off the job, whether applicable to matters directly or
indirectly related to Company's business interests (including potential
business interests), and whether or not within the specific realm of his
duties.  Executive shall, upon request of Company, but at no expense to
Executive, at any time during or after his employment with Company, sign all
instruments and documents reasonably requested by Company and otherwise coop-
erate with Company to protect its right to such ideas, discoveries,
inventions, or improvements including applying for, obtaining, and enforcing
patents and copyrights thereon in such countries as Company shall determine.

          (d)   Breach of Covenant.  Any breach or violation of the
provisions in this Section 14 by Executive will result in forfeiture by
Executive and all other persons of all rights to any further payments or
benefits under this Agreement, and in such event Company shall have no
further obligation to pay any amounts related thereto.  Executive expressly
acknowledges that damages alone will be an inadequate remedy for any breach
or violation of any of the provisions of this Section 14 and that Company, in
addition to all other remedies, shall be entitled as a matter of right to
equitable relief, including injunctions and specific performance, in any
court of competent jurisdiction.  If any of the provisions of this Section 14
are held to be in any respect unenforceable, then they shall be deemed to
extend only over the maximum period of time, geographic area, or range of
activities as to which they may be enforceable.

     15.   Miscellaneous

          (a)   Amendment.  No provision of this Agreement may be
amended unless such amendment is signed by Executive and such officer as may
be specifically designated by the Board to sign on Company's behalf.

          (b)   Prior Employment.  Executive represents and warrants
that his acceptance of employment with Company has not breached, and the
performance of his duties hereunder will not breach, any duty owed by him to
any prior employer or other person.

          (c)   Severability.  If any provision of this Agreement or
the application thereof to any person or circumstance shall be invalid or
unenforceable under any applicable law, such event shall not affect or render
invalid or unenforceable any other provision of this Agreement and shall not
affect the application of any provision to other persons or circumstances.

          (d)   Binding Effect.  This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective
successors, permitted assigns, heirs, executors, and administrators.

          (e)   Notice.  For purposes of this Agreement, notices and
all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given if hand-delivered, sent by
documented overnight delivery service or by certified or registered mail,
return receipt requested, postage prepaid, addressed to the respective
addresses set forth below:

     If to the Company:
     ------------------

          Paragon Dynamics, Inc.
          8 Inverness Drive East, Suite 108
          Englewood, CO 80112

     With a copy to:
     ---------------

          Zanett, Inc.
          135 E. 57th Street, 15th Floor
          New York, NY 10022
          Attn: Chief Legal Officer
          Fax: (212) 753-5304

     If to the Executive:
     --------------------

          C/O Paragon Dynamics, Inc.
          8 Inverness Drive East, Suite 108
          Englewood, CO 80112
          Attn: Roger D. Stapleton

          (f)   Entire Agreement.  This Agreement sets forth the
entire understanding of the parties and supersedes all prior agreements,
arrangements and communications, whether oral or written, pertaining to the
subject matter hereof.

          (g)   Governing Law.  The internal law, without regard for
conflicts of law principles, of the State of Colorado will govern all
questions concerning the construction, validity and interpretation of this
Agreement and the performance of the obligations imposed by this Agreement.

          (h)   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 Colorado 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 Colorado.
<PAGE>

     IN WITNESS WHEREOF, this Agreement has been executed as of the date
first above written.


                                    PARAGON DYNAMICS, INC.


                                    By:
                                       -------------------------------------


                                    Title:
                                          ----------------------------------


                                    EXECUTIVE



                                    ----------------------------------------


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