Exhibit 10.08




 




LEASE TERMINATION

AGREEMENT AND RELEASE




 




 




This Lease

Termination Agreement and Release (“Agreement”) is entered into as of this 10th

day of October, 2002, by and between Army Corps Centre Operating Associates,

Limited Partnership, a/k/a Army Corps Operating Associates, LP, a New Mexico

Limited Partnership, successor-in-interest to CC Commercial LP (“Army Corps”),

Zamba Corporation, a Delaware Corporation (“Zamba”) and ZCA Corporation, a

Minnesota Corporation f/k/a Camworks, Inc., (“ZCA”).




 




FACTS




 




A.            On or about October 3, 1997, CC

Commercial LP, the predecessor-in-interest to Army Corps entered into a lease

with Camworks, Inc.  the

predecessor-in-interest to ZCA, a wholly-owned subsidiary of Zamba, for

premises at 190 South Fifth Street, St. Paul, Minnesota (the “Lease”).  The Lease was amended by the following

amendments: Amendment to Lease dated January 5, 1998; Second Amendment to Lease

dated November 11, 1998; Third Amendment to Lease dated June 25, 1999; Fourth

Amendment to Lease dated November 3, 1999; and Fifth Amendment to Lease dated

June 2, 2000.




 




B.            On or about September 13, 2002, Army

Corps filed an Amended Complaint against Zamba and ZCA regarding the Lease in

Ramsey County District Court, State of Minnesota (the “Complaint”).




 




C.            Army Corps, Zamba and ZCA have

agreed to terminate the Lease, and any and all amendments or modifications

thereto and dismiss the Complaint on the terms and conditions set forth below.




 




D.            Army Corps Centre Operating

Associates, Limited Partnership is a validly registered Foreign Limited

Partnership authorized to do business in the State of Minnesota and is the

proper party in interest in all respects relating to the Lease and in the case

styled Army

Corps Operating Associates, LP successor-in-interest to CC Commercial, LP v.

Zamba Corporation and ZCA Corporation f/k/a Camworks, Inc., file

number 62-C1-02-867 venued in the Ramsey County District Court, State of

Minnesota. Furthermore, Army Corps Operating Associates, LP is not a separate

or distinct entity from Army Corps Centre Operating Associates, Limited

Partnership.




 




NOW THEREFORE,

for good and valuable consideration, the receipt and sufficiency of which is

hereby acknowledged, the parties hereto agree as follows:




 




1.             Termination of Lease and

Dismissal of Complaint.  Upon

execution of this Agreement, the Lease shall be terminated (the “Termination

Date”) and Army Corps shall cause its attorneys to file a Stipulation and Order

for Dismissal without Prejudice with the Ramsey County District Court.




 





























 




2.             Termination Payment.  In conjunction with the termination of the

Lease and the dismissal of the Complaint, Zamba shall pay to Army Corps the sum

of Five Hundred Thousand Dollars ($500,000.00) (the “Termination Payment”),

payable in increments (each a “Payment”) according to the following schedule:




 




	

  October 11, 2002:


  	

   


  	

  $


  	

  75,000.00


  	

   


  
	

  November 1, 2002:


  	

   


  	

  $


  	

  30,000.00


  	

   


  
	

  December 1, 2002:


  	

   


  	

  $


  	

  30,000.00


  	

   


  
	

  January 1, 2003:


  	

   


  	

  $


  	

  30,000.00


  	

   


  
	

  February 1, 2003:


  	

   


  	

  $


  	

  30,000.00


  	

   


  
	

  March 1, 2003:


  	

   


  	

  $


  	

  30,000.00


  	

   


  
	

  April 1, 2003:


  	

   


  	

  $


  	

  30,000.00


  	

   


  
	

  May 1, 2003:


  	

   


  	

  $


  	

  30,000.00


  	

   


  
	

  June 1, 2003:


  	

   


  	

  $


  	

  30,000.00


  	

   


  
	

  July 1, 2003:


  	

   


  	

  $


  	

  30,000.00


  	

   


  
	

  August 1, 2003:


  	

   


  	

  $


  	

  30,000.00


  	

   


  
	

  September 1, 2003:


  	

   


  	

  $


  	

  125,000.00


  	

   


  





 




All payments

may be withheld by Zamba and ZCA until such time as the Stipulation and Order

to Dismiss the Complaint, without prejudice, is executed by the respective

parties hereto and forwarded to the Ramsey County Court for its consideration.




 




The October

11, 2002, Payment shall be delivered to Army Corps in the form of a cashier’s check

or certified funds made payable to Army Corps Operating Associates, LP and

delivered  to 1111 US Bancorp Piper

Jaffray Plaza, 444 Cedar Street, St. Paul, Minnesota 55101 c/o Charles E.

Keenan.  Each following Payment shall be

delivered to Army Corps in the form of a check made payable to Army Corps

Operating Associates, LP and mailed to the following address: 330 Garfield

Street, Santa Fe New Mexico, 87501 c/o Carol Hoshaw.




 




3.             Subject to Sections 7 and 10,

presentment and demand for payment, notice of dishonor, protest and notice of

protest are hereby waived by Zamba and ZCA relating to the Payments.  Payment hereunder shall be unconditional and

without offset, recoupment or deduction of any kind.  Subsequent to any rightful filing of the Confession of Judgment,

Zamba and ZCA agree to pay all reasonable costs of collection hereunder

including reasonable attorneys’ fees.




 




4.             Zamba Release.  Zamba, for itself and for its affiliated

corporations and partnerships, officers, directors, shareholders, agents, representatives,

employees, attorneys, shareholders, successors-in-interest, personal

representatives, heirs, assigns and each of them, absolutely, fully and forever

releases and discharges Army Corps and Army Corps’ respective members,

officers, partners, agents, representatives, employees, servants, attorneys,

successors-in-interest, assigns and each of them, whether past, present or

future, of and from any and all claims, demands, liabilities, obligations,

losses, controversies, costs, expenses, attorneys’ fees and damages of every

kind, nature, character or description whatsoever, whether in law or in equity,

and whether known or unknown, suspected or unsuspected, arising out of,

connected with, or in any way related to the Lease.  Zamba acknowledges and agrees that the release set




 




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forth above applies to all

claims relating to the Lease whether those claims are known or unknown,

foreseen or unforeseen.




 




5.             ZCA Release.  ZCA, for itself and for its affiliated

corporations and partnerships, officers, directors, shareholders, agents,

representatives, employees, attorneys, shareholders, successors-in-interest,

personal representatives, heirs, assigns and each of them, absolutely, fully

and forever releases and discharges Army Corps and Army Corps’ respective

members, officers, partners, agents, representatives, employees, servants,

attorneys, successors-in-interest, assigns and each of them, whether past,

present or future, of and from any and all claims, demands, liabilities,

obligations, losses, controversies, costs, expenses, attorneys’ fees and

damages of every kind, nature, character or description whatsoever, whether in

law or in equity, and whether known or unknown, suspected or unsuspected,

arising out of, connected with, or in any way related to the Lease.  ZCA acknowledges and agrees that the release

set forth above applies to all claims relating to the Lease whether those

claims are known or unknown, foreseen or unforeseen.




 




6.             Army Corps Release.  Except as to the payment obligations of

Zamba and ZCA as set forth herein, Army Corps, for itself and for its

affiliated corporations and partnerships, officers, directors, shareholders,

agents, representatives, employees, attorneys, shareholders, successors-in-interest,

personal representatives, heirs, assigns and each of them, absolutely, fully

and forever releases and discharges Zamba and ZCA, their respective members,

officers, partners, agents, representatives, employees, servants, attorneys,

successors-in-interest, assigns and each of them, whether past, present or

future, of and from any and all claims, demands, liabilities, obligations,

losses, controversies, costs, expenses, attorneys’ fees and damages of every

kind, nature, character or description whatsoever, whether in law or in equity,

and whether known or unknown, suspected or unsuspected, arising out of,

connected with, or in any way related to the Lease.  Army Corps acknowledges and agrees that the release set forth

above applies to all claims relating to the Lease whether those claims are

known or unknown, foreseen or unforeseen.




 




7.             Confession of Judgment.  Zamba shall execute the attached Confession

of Judgment (the “Confession of Judgment”) (attached hereto as Exhibit A)

in the amount of the Termination Payment, reduced by the aggregate amount of

each Payment received by Army Corps prior to its submission of the Confession

of Judgment.  Upon a default in payment

by Zamba under this Agreement that is not remedied within ten (10) business days

of written notice of such default pursuant to Section 10 of this Agreement from

Army Corps to Zamba, Army Corps may submit the Confession of Judgment to the

Court identified in the Confession of Judgment.




 




8.             Entire Agreement.  This Agreement contains the entire agreement

between the parties and may only be modified or amended by a writing signed by

all parties.




 




9.             Governing Law.  This Agreement shall be governed in all

respects, including validity, interpretation and effect, by the laws of the

State of Minnesota.  Any action

regarding or relating to this Agreement shall be venued in a state or federal

court located in Ramsey County in the State of Minnesota.




 




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10.           Notices.  Any notice, demand or communication which

under the terms of this Agreement or otherwise must or may be given or made by

either party shall be in writing and in English, and shall be given or made by

registered air mail returned receipt requested, facsimiles (electronic

confirmation required) or any delivery (courier) services requiring signature

of receipt, addressed to the respective parties as follows:




 




	

  To Zamba or ZCA:


  	

   


  	

  c/o Zamba

  Corporation


  	

   


  
	

   


  	

   


  	

  3033 Excelsior Blvd., Suite 200


  	

   


  
	

   


  	

   


  	

  Minneapolis, MN 55416


  	

   


  
	

   


  	

   


  	

  Attention: Chief Financial Officer


  	

   


  
	

   


  	

   


  	

  Facsimile number: (652) 832-9383


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  To Army Corps:


  	

   


  	

  Army Corps

  Operating Associates, LP


  	

   


  
	

   


  	

   


  	

  330 Garfield Street


  	

   


  
	

   


  	

   


  	

  Santa Fe, NM 87501


  	

   


  
	

   


  	

   


  	

  Attention: Carol Hoshaw


  	

   


  
	

   


  	

   


  	

  Copy to:


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Charles E.

  Keenan


  	

   


  
	

   


  	

   


  	

  U.S. Bancorp Piper Jaffray Plaza


  	

   


  
	

   


  	

   


  	

  444 Cedar Street, Suite 1111


  	

   


  
	

   


  	

   


  	

  St. Paul, MN 55101


  	

   


  





 




Any Notice,

demand or other communications shall be deemed to have been given on the dated

confirmed as the actual date of delivery by the delivery (courier) service of

sent by such service to if sent by registered air mail, as of four days after

mailing, or sent by fax, on the next working day after transmission, showing

successful completion of the transmission. 

Notice sent by fax must also be confirmed by sending notice by delivery

(courier) service or by registered mail (but hall be deemed to have been given

on the next working day after transmission by fax and receipt by the sender of

a confirmation of transmission showing successful completion of the

transmission).




 




11.           No Assignment of Claims.  The parties hereto represent and warrant

that they have not transferred or otherwise assigned, whether by contract or

operation of law, any of the claims released under this Agreement.




 




12.           No Reliance on Representations.  Each party to this Agreement represents and

acknowledges that through execution of this Agreement, that party does not rely

and has not relied upon any representation or statement made by the other party

or by any of such other party’s agents, attorney’s or representatives with

regard to the subject matter, basis of effect of this Agreement or to

otherwise, other that those representations and statement specifically stated

in this written Agreement.




 




13.           Counterparts and Facsimiles.  This Agreement may be executed in one or

more counterparts, which shall be deemed effective upon full execution of this

Agreement by all parties.  Each

counterpart shall be deemed an original, but all of which together shall

constitute one and the same instrument and agreement.  In addition, a copy of this Agreement executed by a




 




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party hereto and telecopied to

the other party shall be deemed to constitute delivery of an originally

executed copy of this Agreement to the other party.  A facsimile signature shall be enforceable to the same extent as

an original signature.




 




14.           Authority.  The parties executing this Agreement

represent that they each have authority to enter into this Agreement, and that

this Agreement is binding on such party and enforceable in accordance with its

terms.  The persons executing this

Agreement on behalf of the parties to this Agreement represent and warrant that

they individually have authority to enter into this agreement on behalf of such

parties.




 




IN WITNESS WHEREOF,

the parties hereby execute this Agreement.




 




 




	

  Dated: 10-14-02


  	

   


  	

  ZAMBA

  CORPORATION


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Ian

  Nemerov


  	

   


  
	

   


  	

   


  	

   


  	

  Its: General

  Counsel


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Dated: 10-14-02


  	

   


  	

  ZCA

  CORPORATION


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   /s/ Ian Nemerov


  	

   


  
	

   


  	

   


  	

   


  	

  Its:

  Secretary


  
	

   


  	

   


  	

   


  	

   


  
	

  Dated: Oct. 14, 2002


  	

   


  	

  ARMY CORPS

  OPERATING ASSOCIATES,


  LIMITED PARTNERSHIP, a New Mexico limited


  partnership


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:  BGK Army Corps, LLC, its general partner


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Cheryl

  Willoughby


  	

   


  
	

   


  	

   


  	

   


  	

  Cheryl

  Willoughby


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  Its:  


  	

    Executive

  Vice President


  	

   


  
								





 




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