Non-Competition Agreement (2003)Full Document 

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                          NON-COMPETITION AGREEMENT

          THIS NON-COMPETITION AGREEMENT (this "Agreement") is made as of
the 31st day of January, 2003 by and between Paragon Dynamics, Inc., a
Delaware corporation formerly known as Zanett Inc. Merger Sub PDI, Inc
("Company"), and Jeffrey J. Byrnes ("Byrnes").


          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 Byrnes 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, Byrnes is an employee of PDI and will continue as an
employee of the Company after the Merger, and has experience 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 currently consisting of 14 executive branch agencies
and organizations, and possesses knowledge of the business and affairs the
Company and its customers, policies, methods, personnel, trade secrets and
confidential information; and

          WHEREAS, Byrnes acknowledges that each of the Company and Zanett
would be irreparably harmed if the knowledge of Byrnes of the business and
affairs, trade secrets or confidential information of the Company were
disclosed or utilized on behalf of any business, person or entity which is
in, or contemplates entering into, competition in any respect, directly or
indirectly with the Company; and

          WHEREAS, as a material inducement for Zanett and the Company to
enter into the Merger Agreement and as a material condition to the Closing of
the transactions contemplated by thereby, Byrnes agreed to execute and
deliver this Agreement.

          NOW, THEREFORE, in consideration for the foregoing and the mutual
covenants and agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,

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