0001104659-02-004135 Sample Contracts

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

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of the 7th day of June 2002, by and between Zamba Corporation, a Delaware corporation (the “Company”), and Doll Technology Affiliates Fund, L.P. (the “Purchaser”).

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RACOTEK, INC. AND NORWEST BANK MINNESOTA, N.A. RIGHTS AGENT RIGHTS AGREEMENT DATED AS OF SEPTEMBER 12, 1994
Rights Agreement • August 14th, 2002 • Zamba Corp • Services-computer programming, data processing, etc. • Delaware

Agreement, dated as of September 12, 1994, between Racotek, Inc., a Delaware corporation (the “Company”), and Norwest Bank Minnesota, N.A. (the “Rights Agent”).

Silicon Valley Bank Santa Clara, CA 95054 ACCOUNTS RECEIVABLE PURCHASE AGREEMENT
Accounts Receivable Purchase Agreement • August 14th, 2002 • Zamba Corp • Services-computer programming, data processing, etc. • California

This Accounts Receivable Purchase Agreement (the “Agreement”) is made on this 29th day of July, 2002, by and between Silicon Valley Bank (“Buyer”) having a place of business at the address specified above and Zarnba Corporation, a Delaware corporation (“Seller”), having its principal place of business and chief executive office at 3033 Excelsior Boulevard, Suite 200, Minneapolis, Minnesota 55416 and with a FAX number of

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • August 14th, 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”).

ZAMBA CORPORATION SECOND AMENDMENT TO LEASE AGREEMENT
Lease Agreement • August 14th, 2002 • Zamba Corp • Services-computer programming, data processing, etc.

This Second Amendment To Lease Agreement (“Second Amendment”) is entered into as of July 11, 2002, by and between Acky-Calhoun, LLC, successor in interest to Harvard Property (Lake Calhoun), L.P., (“Landlord”) and ZAMBA Corporation (“Tenant”).

LEASE TERMINATION AGREEMENT
Lease Termination Agreement • August 14th, 2002 • Zamba Corp • Services-computer programming, data processing, etc.

THIS LEASE TERMINATION AGREEMENT (“Termination Agreement”) is made as of the 31st day of May, 2002 by and between EOP-NEW ENGLAND EXECUTIVE PARK, L.L.C., a Delaware limited liability company (“Landlord”) and ZAMBA CORPORATION, a Delaware corporation (“Tenant”).

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