0001047469-02-007770 Sample Contracts

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • December 20th, 2002 • Zamba Corp • Services-computer programming, data processing, etc.

Amendment No. 2, dated as of November 26, 2002 (the "Amendment"), to the Rights Agreement, dated as of September 12, 1994 (the "Rights Agreement"), by and between Zamba Corporation (formerly known as Racotek, Inc.), a Delaware corporation (the "Company"), and Wells Fargo Bank Minnesota, N.A. (formerly known as Norwest Bank Minnesota, N.A.), as Rights Agent (the "Rights Agent").

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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • December 20th, 2002 • Zamba Corp • Services-computer programming, data processing, etc.

Amendment No. 1, dated as of January 29, 2002 (the "Amendment"), to the Rights Agreement, dated as of September 12, 1994 (the "Rights Agreement"), by and among Zamba Corporation (formerly known as Racotek, Inc.), a Delaware corporation (the "Company") and Wells Fargo Bank Minnesota, N.A. (formerly known as Norwest Bank Minnesota, N.A.), as Rights Agent (the "Rights Agent").

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