Item 1.01. Entry into a Material Definitive Agreement.

On January 22, 2009, Zanett, Inc. (the "Company"), together with its wholly- owned subsidiary, Zanett Commercial Solutions, Inc. ("ZCS"), entered into a Fifth Amendment and Modification to Loan and Security Agreement and Other Loan Documents (the "Amendment") with Bank of America, N.A., as successor-by- merger to LaSalle Bank National Association (the "Lender"). The Amendment amends certain terms of the Loan and Securities Agreement dated December 21, 2006 between the Lender and the Borrowers, as amended (the "Loan Agreement").

The Amendment increases the maximum revolving loan limit to $6 million from $5 million. The Amendment also modifies the fixed charge coverage ratio test required by the Loan Agreement. As amended, the Loan Agreement requires the Borrowers to maintain a fixed charge coverage ratio of not less than 1.25 to 1.0 for the twelve month period ended on December 31, 2008 and each twelve month period ending on the last day of each fiscal quarter thereafter. In addition, the Loan Agreement also waives the EBITDA covenant for the November 2008 calendar month and terminates the EBITDA covenant as of the date of the Amendment. Further, the Amendment raises the face amount of Borrowers' Eligible Accounts receivable from 60% to 80%.

Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description
10.1 Fifth Amendment and Modification to Loan and Security Agreement Other Loan Documents dated as of January 22, 2009, among Bank of America, N.A., as successor-by-merger to LaSalle Bank National Association , Zanett, Inc., Zanett Commercial Solutions, Inc.