EXHIBIT 2.9

                         AGREEMENT AND PLAN OF MERGER OF

                           BACK BAY TECHNOLOGIES, INC.
                             A DELAWARE CORPORATION

                                  WITH AND INTO

                        ZANETT COMMERCIAL SOLUTIONS, INC.
                             A DELAWARE CORPORATION

        AGREEMENT AND PLAN OF MERGER approved on December 30th, 2005 by BACK BAY
TECHNOLOGIES, INC., a Delaware corporation ("Target"), by resolution adopted by
its Board of Directors and stockholder, and by ZANETT COMMERCIAL SOLUTIONS,
INC., a Delaware corporation ("Acquirer"), by resolution adopted by its Board of
Directors and stockholder.

                1.      Target shall, pursuant to the provisions of the Delaware
        General Corporation Law ("DGCL"), be merged into Acquirer, on the
        effective date set forth in the Certificate of Merger to be filed with
        the Secretary of State of the State of Delaware. Acquirer shall be the
        corporation surviving the merger. The separate existence of Target shall
        cease upon the effective date of the merger in accordance with the
        provisions of the DGCL.

                2.      The Certificate of Incorporation of the Acquirer upon
        the effective date of the merger in the jurisdiction of its organization
        shall be the Certificate of Incorporation of the surviving corporation
        and said Certificate of Incorporation shall continue in full force and
        effect until amended and changed in the manner prescribed by the
        applicable provisions of the DGCL.

                3.      The issued and outstanding shares of Target shall not be
        converted or exchanged in any manner after the adoption of this
        Agreement and Plan of Merger and before the effective date of the
        merger. Upon the effective date of the merger, each of the issued shares
        of Target shall be surrendered and extinguished and no additional
        consideration shall be payable therefor. The issued and outstanding
        shares of the Acquirer shall not be converted or exchanged in any
        manner, but each said share which is issued as of the effective date of
        the merger in the State of Delaware shall continue to represent one
        issued and outstanding share of the Acquirer.

                4.      The Acquirer and Target hereby each agree that they will
        cause to be executed and filed and/or recorded any document or documents
        prescribed by the laws of the State of Delaware, and that they will
        cause to be performed all necessary acts therein and elsewhere to
        effectuate the merger.



        IN WITNESS WHEREOF, BACK BAY TECHNOLOGIES, INC. and ZANETT COMMERCIAL
SOLUTIONS, INC. have caused this Agreement and Plan of Merger to be duly
executed by an authorized person this 30th day of December, 2005.

                                         BACK BAY TECHNOLOGIES, INC.

                                         By: /s/ Pierre-Georges Roy
                                             Name: Pierre-Georges Roy
                                             Title: Vice-President


                                         ZANETT COMMERCIAL SOLUTIONS, INC.

                                         By: /s/ Pierre-Georges Roy
                                             Name: Pierre-Georges Roy
                                             Title: Vice President and Secretary

        The undersigned, being the Secretary of BACK BAY TECHNOLOGIES, INC.,
does hereby certify that written consent has been given to the adoption of the
foregoing Agreement and Plan of Merger by the holders of all of the outstanding
stock of said corporation, in accordance with the provisions of Section 228 of
the DGCL.

Dated: December 30, 2005                     /s/ Pierre-Georges Roy
                                             Pierre-Georges Roy, Secretary

        The undersigned, being the Secretary of ZANETT COMMERCIAL SOLUTIONS,
INC., does hereby certify that written consent has been given to the adoption of
the foregoing Agreement and Plan of Merger by the holders of all of the
outstanding stock of said corporation, in accordance with the provisions of
Section 228 of the DGCL.

Dated: December 30, 2005                     /s/ Pierre-Georges Roy
                                             Pierre-Georges Roy, Secretary