Exhibit

10.07




SETTLEMENT

AGREEMENT




&




RELEASE




 




This Settlement Agreement

and Release (“Agreement”) is made and entered into by and between WTA

CAMPBELL TECHNOLOGY PARK, LLC, a California limited liability company

(“WTA Campbell”), on the one hand, and ZAMBA CORPORATION, a Delaware

corporation (“Zamba”), on the other hand.   WTA Campbell and Zamba are referred to

herein as “Party” and/or collectively referred to herein as “the Parties.”  By the terms of this Agreement, the Parties

agree as follows:




 




RECITALS




 




WHEREAS, the parties

entered into a Lease dated January 4, 2000, wherein WTA Campbell was the Lessor

and Zamba was the Lessee (“the Lease”). 

The Lessor leased to Lessee and Lessee leased from Lessor the premises

consisting of approximately 28,023 rentable square feet and commonly known as

655 Campbell Technology Parkway, Suite 100, City of Campbell, County of Santa

Clara, State of California (“the Premises”).




 




WHEREAS, on or about July

18, 2002, WTA Campbell through the filing of a Complaint sued Zamba in the

California Superior Court, County of Santa Clara, in an action entitled WTA

Campbell Technology Park, LLC vs. Zamba Corporation, case number CV 809570

(the “Action”).




 




WHEREAS, Zamba answered

the Action and denied every material allegation contained therein and disputed

liability.




 




WHEREAS, the Parties now

desire to settle all claims between and among themselves arising out of and in

connection with or otherwise related to the claims made in the Action.




 




NOW, THEREFORE, in

consideration of the respective covenants by, between and among the Parties as

set forth below the Parties hereby agree to the following:




 




AGREEMENT




 




1. Stipulation for

Judgment.   The

parties have stipulated to a Judgment, (a copy of which is attached hereto and

incorporated herein by reference as “Exhibit A”) pursuant to California

Code of Civil Procedure, Section 664.6 in favor of WTA Campbell and against

Zamba for the sum of $729,300.00, payable as follows:




 




(a)           Zamba to pay WTA Campbell $65,000.00

on the first day of each month for a 10-month period, commencing on the later

of October 1, 2002, or two business days following execution of this Agreement

by the Parties, and ending July 1, 2003 with a final payment of $58,300.00 on

August 1, 2003; plus




 




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(b)           Zamba to pay WTA Campbell an

additional payment of $15,000.00 on the later of October 1, 2002, or two

business days following execution of this Agreement by the Parties; plus




 




(c)           Zamba to pay WTA Campbell an

additional payment of $ 6,000.00 on November 1, 2002; plus




 




(d).          Zamba Corporation shall vacate the

Premises no later than December 8, 2002;




 




In addition, the Judgment

will provide that in the event of a default by Zamba, WTA Campbell shall be

entitled to recover reasonable attorneys’ fees and costs incurred in connection

with any proceeding to enter, collect and/or enforce the Judgment.




 




Entry and execution of

the Judgment shall be stayed provided that Zamba regularly pays the

installments and performs in the manner provided herein.  For the purpose of this Agreement, and

pursuant to California Code of Civil Procedure Section 664.6, the Parties

stipulate that the Santa Clara County Superior Court shall retain jurisdiction

over Zamba to enforce the settlement until performance in full has been

achieved of its terms.




 




In the event Zamba

defaults in the payment of the installments or fails to perform in the manner

provided herein, WTA Campbell shall provide written notice of said default by

faxing said notice to Zamba, Attention: General Counsel, Fax Number (952)

893-3935.  If Zamba fails to cure the

default within ten (10) calendar days of said notice, Judgment shall be entered

and the balance of the Judgment shall be immediately due and payable and WTA

Campbell shall be entitled to take all legal means to execute and collect the

unpaid balance and/or enforce the terms of the Judgment.  Zamba hereby expressly waives notice of

entry of Judgment, notice of and right to any hearing regarding entry of

Judgment.




 




Provided Zamba vacates

the Premises, Zamba’s duties and obligations under the Lease shall terminate.




 




Provided Zamba regularly

pays the installments and performs in the manner provided herein, WTA Campbell,

upon the receipt of the last payment as provided herein, will file and serve a

Request for Dismissal with Prejudice.




 




Additionally, the Parties

agree that WTA Campbell shall retain the cash Security Deposit which is

currently understood to be of $51,834.00 and the remaining balance of the line

of credit component of the Security Deposit, which is currently understood to

be $3,483.00.




 




2.  Release.  As and for further consideration of the

covenants herein, WTA Campbell does hereby release and discharge Zamba, its

employees, agents, representatives, officers, directors, shareholders,

successors, attorneys, assigns and insurers, and each of them, of and from any

and all claims, demands, liabilities, losses, costs, attorney’s fees, damages,

and expenses of any kind whatsoever, known or unknown, actual or contingent

relating to or connected with in the Action and/or the Lease.




 




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As and for further

consideration of the affirmative covenants herein, Zamba does hereby release

and discharge WTA Campbell, its employees, agents, representatives, officers,

directors, shareholders, successors, attorneys, assigns and insurers, and each

of them, of and from any and all claims, demands, liabilities, losses, costs,

attorney’s fees, damages, and expenses of any kind whatsoever, known or

unknown, actual or contingent relating to or connected with the Action and/or

the Lease.




 




The Parties expressly

waive any and all rights and benefits confirmed upon them by the provisions of

any law limiting the scope of a general release, including, but not limited to,

Section 1542 of the California Civil Code, which reads as follows:




 




A

general release does not extend to claims which the creditor does not know or

suspect to exist in his favor at the time of executing the release, which if

known by him must have materially affected his settlement with the debtor.




 




The Parties hereby

acknowledge that the foregoing waiver of the provisions of Section 1542 of the

California Civil Code was separately bargained for.  The Parties expressly agree that the release provisions are given

full force and effect in accordance with each and all of their express terms

and provisions, including those terms and provisions relating to unknown or

unsuspected claims, demands and causes of action, if any, to the same extent as

those terms and provisions relating to any other claims and/or causes of action

specified above.  The Parties assume the

risks of the discovery or understanding of any matter or law which, if known or

understood, would in any respect have affected this Agreement.




 




3. Attorney Fees

and Costs.   In the

event a dispute arises with respect to any provision of this Agreement or the

Judgment, the prevailing Party shall be entitled to recover its costs and

reasonable attorney’s fees.




 




4.  Applicable Law.  The terms of this Agreement shall be

governed by, and construed in accordance with, the laws of the State of

California.




 




5.  Successors and Assigns.  This Agreement shall be binding on the

heirs, legal representatives, successors, and assigns of the parties hereto.




 




6.  Representations and Warranties.  The Parties represent and warrant that they

have not assigned, transferred or conveyed to any third party rights to any

released claims and the Parties will not commence, maintain, initiate or

prosecute, any claim based upon a released claim transferred in violation of

this paragraph’s representation or warranty. 

Each person that enters into executing this Agreement on behalf of any

other person or entity does hereby personally represent and warrant to the

other Party(ies) that he or she has the authority to execute this Agreement on

behalf of and fully bind, such principal.




 




7.  Severability.  In the event any portion of this Agreement

shall be judicially determined




 




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to be invalid or

unenforceable to any extent, the same shall extend to be deemed severable from

this Agreement and any invalidity or unenforceability thereof shall not affect

the validity and unenforceability of the remaining portions of this Agreement.




 




8.  Integrated Agreement.   This Agreement contains the entire

agreement between the Parties relating to the transactions contemplated hereby

and all prior or contemporaneous agreements, understandings, representations

and statements, oral or written, are merged into this Agreement.




 




9.  Amendment.  No modification or waiver or discharge of

this Agreement shall be valid unless it is in writing and signed by the Party

against which the enforcement of the modification, waiver or discharge is or

made be sought.




 




10.  Anti-Waiver.  The failure of any Party to this Agreement

to enforce any of its rights arising by reason of any breach of covenant on the

part of any other party will not constitute a waiver of such breach.  A waiver of a particular breach will not be

deemed to be a waiver of the same or any other subsequent breach.




 




11.  Independent Advice of Counsel.  The Parties represent and declare that in

executing this Agreement, they rely solely upon their own judgment, belief and

knowledge and the advice and recommendations of their own independently

selected counsel concerning the nature, extent and duration of the rights and

claims hereunder and regarding all matters which relate in any way to the

subject matter hereof and that, except as provided, they have not been influenced

in any way to any extent whatsoever in executing this Agreement by any

representation, statements or admissions pertaining to any of the foregoing

matters by any party or by persons representing any party to this Agreement.




 




12.

Interpretation.  This

Agreement has been jointly negotiated and drafted.  The language in this Agreement shall be construed as a whole

according to its fair meaning and not strictly for or against any of the

Parties.  The Parties agree to execute

such other documents, take such other action as may reasonably be necessary to

further the purpose of this Agreement.




 




13.  Force Majeure.  If the performance of any act required by

this Agreement or any obligation hereunder is prevented, restricted, delayed or

interfered with by reason of an act of God, strike, lockout, labor troubles,

restrictive governmental laws or regulations, or any other cause, except

financial inability, that is not the fault of the party required to perform the

act, the time for performance of the act will be extended for a period

equivalent to the period of delay, and performance of the act during the period

of delayed will be excused.  However,

nothing contained in this paragraph shall excuse the prompt payment of monies

by Zamba as required by this Agreement.




 




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14.  Counter-Parts and Execution.  This Agreement may be executed in counter

parts, each of which shall be deemed an original and all of which shall

constitute one and the same Agreement. 

Each party and their representative and/or counsel shall sign four (4)

originals, one (1) original of which shall be sent to counsel for each party

upon execution.  In addition, a copy of

this Agreement executed by a 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.




 




	

  WTA CAMPBELL TECHNOLOGY


  PARK, LLC, a California limited


  liability company


  	

  ZAMBA CORPORATION, a Delaware


  corporation


  
	

   


  	

   


  
	

   


  	

   


  
	

  Dated: October 10, 2002


  	

  Dated: October 9, 2002


  
	

   


  	

   


  
	

  By:


  	

  /s/ Carolee White


  	

   


  	

  By:


  	

  /s/ Ian Nemerov


  	

   


  
	

  Print Name: Carolee

  White


  	

  Print Name: Ian Nemerov


  
	

  Title: Managing Member


  	

  Title:    General

  Counsel


  
						





 




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