0001104659-03-005585 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 31st, 2003 • Zamba Corp • Services-computer programming, data processing, etc.

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of the 14 day of Feb, 2003, by and between Zamba Corporation, a Delaware corporation (the “Company”), and Joel Schwieters (the “Purchaser”).

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CHANGE IN CONTROL EMPLOYMENT AND SEVERANCE AGREEMENT
Change in Control Employment and Severance Agreement • March 31st, 2003 • Zamba Corp • Services-computer programming, data processing, etc. • Minnesota

This Change in Control Employment and Severance Agreement (the “AGREEMENT”) is entered into this 26th day of November, 2002, between Norman D. Smith (“Executive”) and Zamba Corporation, a Delaware corporation (the “COMPANY”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events following a Change in Control (as hereinafter defined).

SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement and Release • March 31st, 2003 • Zamba Corp • Services-computer programming, data processing, etc. • Minnesota

THIS AGREEMENT is entered into as of March 11, 2003 between Key Equipment Finance (“Key”), a division of Key Corp. Capital, Inc., a Michigan Corporation with its principal place of business at 127 Public Square, Cleveland, Ohio, and the successor-in-interest to Leasetec Corp., and Zamba Corporation (“Zamba”), a Minnesota corporation with principal offices at 3033 Excelsior Boulevard, Suite 200, Minneapolis, Minnesota. Key is the Plaintiff incorrectly identified as Key Equipment Finance International, Inc. in the pending Hennepin County action, Key Equipment Finance International, Inc. v. Zamba Corporation, Court File: CT 02-017418.

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