0001104659-02-000691 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 14th, 2002 • Zamba Corp • Services-computer programming, data processing, etc.

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of the 26th day of February, 2002, by and between Zamba Corporation, a Delaware corporation (the “Company”), and Joseph B. Costello (the “Purchaser”).

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Contract
Zamba Corp • March 14th, 2002 • Services-computer programming, data processing, etc. • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

STRATEGIC ALLIANCE AGREEMENT
Strategic Alliance Agreement • March 14th, 2002 • Zamba Corp • Services-computer programming, data processing, etc. • California

This Business Alliance Agreement (“Agreement”) is made and entered into effective this 22nd day of February, 2002 by and among ZAMBA Corporation, a Delaware Corporation, having its principal office at 3033 Excelsior Blvd, Suite 200, Minneapolis, Minnesota 55416, U.S.A. (hereinafter referred to as “ZAMBA”); HCL Technologies America Inc., a California Corporation, having its principal office at 330 Potrero Avenue, Sunnyvale, California 94085, U.S.A (hereinafter referred to as “HCL”); and HCL Technologies Limited, India (hereinafter referred to as “HCL India”) having its principal place of business at A-10&11, Sector 3, Noida 201 301, U.P. India.

FORM OF STOCK PURCHASE AGREEMENT
Form of Stock Purchase Agreement • March 14th, 2002 • Zamba Corp • Services-computer programming, data processing, etc.

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of the 1st day of February , 2002, by and between Zamba Corporation, a Delaware corporation (the “Company”), and _______ (the “Purchaser”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 14th, 2002 • Zamba Corp • Services-computer programming, data processing, etc.

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of the 21 day of February, 2002, by and between Zamba Corporation, a Delaware corporation (the “Company”), and HCL Technologies America, Inc., a California corporation (the “Purchaser”).

Contract
Zamba Corp • March 14th, 2002 • Services-computer programming, data processing, etc.

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS. ACCORDINGLY, THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT (i) AN OPINION OF COUNSEL SATISFACTORY TO ZAMBA CORPORATION THAT SUCH SALE, TRANSFER OR OTHER DISPOSITION MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR (ii) SUCH REGISTRATION.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 14th, 2002 • Zamba Corp • Services-computer programming, data processing, etc.

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of the 31st day of January, 2002, by and between Zamba Corporation, a Delaware corporation (the “Company”), and Joseph B. Costello (the “Purchaser”).

Contract
Zamba Corp • March 14th, 2002 • Services-computer programming, data processing, etc.

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS. ACCORDINGLY, THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT (i) AN OPINION OF COUNSEL SATISFACTORY TO ZAMBA CORPORATION THAT SUCH SALE, TRANSFER OR OTHER DISPOSITION MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR (ii) SUCH REGISTRATION.

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