EXHIBIT 10.63




 




SETTLEMENT AGREEMENT AND RELEASE




 




This Settlement Agreement and Release (“Agreement”) is entered into as of January 27, 2003, by ZAMBA

Corporation d/b/a Zamba Solutions (“Zamba”) and Todd Fitzwater (“Fitzwater”).




 




F  A  C  T  S




 




A.            On or about September

18, 1998, Zamba and Fitzwater entered into a Subordinated Convertible

Promissory Note (the “Note”), which was amended by Amendment No. 1 dated

March 26, 2002 (the “Amendment”), which was incorporated into and became

part of the Note.




 




B.            Zamba

and Fitzwater have agreed to terminate the Note, and any amendments or

modifications thereto, on the terms and conditions set forth below.




 




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 Note.  By execution of this

Agreement, the parties wish to memorialize their agreement regarding the

termination of the Note.




 




2.             Termination

Payment.  In consideration for

Fitzwater’s agreement to terminate the Note, Zamba shall pay to Fitzwater the

sum of One Hundred Sixty-five Thousand Dollars ($165,000) (the “Termination Cash Payment”).  The Termination Cash Payment shall be

payable within three (3) business days of the latter of the Effective Date and Zamba’s

receipt of the entire Seven Hundred Fifty Thousand Dollar payment owed to it on

December 15, 2002, pursuant to its Loan Agreement dated November 4, 2002, with

Entrx Corporation (the “Entrx Loan”).  

The Termination Cash Payment shall be delivered to Fitzwater in the form

of a wire transfer in accordance with wire transfer instructions provided by

Fitzwater to Zamba on the Effective Date. 

Additionally, as further consideration of Fitzwater’s agreement to terminate

the Note, Zamba shall transfer to either Fitzwater or the Fitzwater Family 1999

Trust (“Family Trust”), in accordance with written instructions to be provided

by Fitzwater prior to the transfer, an aggregate of 16,667 shares of NextNet

Wireless, Inc. (“NextNet”) Series A Preferred Stock owned by Zamba (the

“Termination NextNet Transfer”), pursuant to the provisions described in

Section 3 of this Agreement.




 




3.             NextNet

Transfer Provisions.  Within three

(3) business days of the Effective Date, Zamba shall begin the Termination

NextNet Transfer at a deemed purchase price of $6.00 per share.  Promptly following the Effective Date, Zamba

shall deliver to NextNet a notice pursuant to the Right of First Offer set

forth in Section 1.1 of the Right of First Refusal Agreement dated as of

September 21, 1998 among Zamba, NextNet and the Series B purchasers identified

therein (the “Right of First Refusal Agreement”).




 




If NextNet elects to exercise its right of first refusal pursuant to

the Right of First Refusal Agreement, the amount paid by NextNet shall be paid

to Fitzwater within five business days of Zamba’s receipt of full payment from

NextNet for the shares subject to the Termination NextNet Transfer (the “Shares”),

and Fitzwater shall not receive any of the Shares, provided that Zamba shall

pay to Fitzwater the difference between $6.00 per share and the price per share

paid by NextNet, if any.  If NextNet

declines to exercise its right of first refusal, Zamba shall, within five

business days after Zamba’s receipt of NextNet’s notice to decline its right or

the expiration of the period of time in which NextNet has the right to exercise

first refusal, notify each investor in NextNet eligible under the Right of

First Refusal Agreement of its opportunity to exercise its pro rata right of

first refusal pursuant to the Right of First Refusal Agreement.




 




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If any of the eligible investors in NextNet elects to exercise its pro

rata right of first refusal, Zamba will forward to Fitzwater the payments Zamba

receives from such investor(s) within five business days of Zamba’s receipt of

such payment(s), and the number of Shares that Fitzwater will receive pursuant

to this Agreement shall be reduced on a share-for-share basis , provided that

Zamba shall pay to Fitzwater the difference between $6.00 per share and the

price per share paid by such investor(s), if any.  Promptly after the expiration of the investor pro rata right of

first refusal period, Zamba shall cause NextNet to deliver to Fitzwater a

certificate registered in Fitzwater’s name representing the Shares transferred.




 




4.             Share Legends.  The Shares issued to Fitzwater shall contain

the following legends:




 




THESE SHARES HAVE 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, THESE SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED

OF WITHOUT (i) AN OPINION OF COUNSEL SATISFACTORY TO NEXTNET WIRELESS, INC.

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.




 




THE SHARES

EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT BY AND AMONG NEXTNET

WIRELESS, INC. AND CERTAIN STOCKHOLDERS OF THE COMPANY (A COPY OF WHICH MAY BE

OBTAINED FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON

ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY

ALL THE PROVISIONS OF SAID VOTING AGREEMENT.




 




THE SALE,

PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS

CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN RIGHT OF FIRST

REFUSAL AGREEMENT BY AND BETWEEN THE STOCKHOLDER, NEXTNET WIRELESS, INC. AND

CERTAIN HOLDERS OF PREFERRED STOCK OF THE CORPORATION.  COPIES OF SUCH AGREEMENT MAY BE OBTAINED

UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.




 




5.             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

Fitzwater and Fitzwater’s respective 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

Note.  Zamba acknowledges and agrees

that the release set forth above applies to all claims relating to the Note

whether those claims are known or unknown, foreseen or unforeseen. 




 




6.             Fitzwater

Release.  Except for the obligations

of Zamba expressly set forth herein, and subject to the provisions of Section

11 of this Agreement, Fitzwater, for himself and for his partners, family

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 its officers,

directors, shareholders, 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




 




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whether known or unknown,

suspected or unsuspected, arising out of, connected with, or in any way related

to the Note.  Fitzwater acknowledges and

agrees that the release set forth above applies to all claims relating to the

Note whether those claims are known or unknown, foreseen or unforeseen.




 




7.             Representations

and Warranties of Fitzwater.  As a

material inducement for Zamba’s issuance and transfer of the Shares, Fitzwater

represents, warrants, covenants and acknowledges to Zamba that:




 




(a)           Fitzwater understands that the Shares

and their transfer to Fitzwater have not been registered under the Securities

Act of 1933, as amended (the “Securities Act”), or applicable state

securities laws.  Instead, Zamba is

transferring the Shares pursuant to exemptions from such laws and in doing so

is relying on, among other things, Fitzwater’s representations, warranties, covenants

and acknowledgements contained herein.




 




(b)           Fitzwater is an “accredited investor”

as such term is defined in Rule 501(a) of Regulation D under the Securities

Act, and as further represented in Section 8 of this Agreement.




 




(c)           Fitzwater has sufficient knowledge

and experience in financial and business matters that Fitzwater is capable of

evaluating the merits and risks of investing in the Shares.




 




(d)           Fitzwater has been provided with or

given access to such information concerning NextNet, including, but not limited

to, its business, financial condition and prospects (collectively, “NextNet’s

Business”), as Fitzwater has requested and/or deems necessary and has

utilized such information to Fitzwater’s satisfaction for the purpose of making

an investment in the Shares pursuant to the terms hereof and determining the

value of the Shares.  Fitzwater hereby

acknowledges that he has made his own independent investigation of NextNet’s

Business to his satisfaction and that it is not relying on any information

which may been provided by Zamba, including, but not limited to, Zamba’s

officers, directors, employees, agents and other representatives (each of whom,

a “Company Representative”), in connection with his acquisition of the

Shares or the determination of their value. 

Fitzwater hereby agrees to indemnify and hold harmless each Company

Representative in connection with any loss, claim or demand which Fitzwater now

has or in the future may have in connection with or related to his acquisition

of the Shares pursuant to the terms hereof except for claims by Fitzwater for

any breach by Zamba of its representations or warranties under Section 9 of

this Agreement.




 




(e)           Fitzwater understands that the

acquisition of the Shares is a highly speculative investment and involves a

high degree of risk.  Fitzwater

acknowledges that he may not ever be able to resell the Shares acquired

pursuant to the terms hereof, whether at the deemed price or otherwise.  Fitzwater believes that the investment in

the Shares is suitable based upon Fitzwater’s investment objectives and

financial needs and Fitzwater has adequate means of providing for current

financial needs and personal contingencies, has no need for liquidity of

investment with respect to the Shares and can afford a complete loss of such

investment.




 




(f)            Fitzwater is acquiring the Shares

for his own account, for investment purposes only, and without the intention of

reselling or redistributing the same.




 




(g)           Fitzwater is aware that, in the view

of the Securities and Exchange Commission, a acquisition of the Shares with an

intent to resell by reason of any foreseeable specific contingency or

anticipated change in market values, or any change in NextNet’s condition, or

in connection with a contemplated liquidation or settlement of any loan

obtained for the acquisition of the Shares and for which such shares were

pledged, would constitute an intent inconsistent with the foregoing

representation.




 




(h)           If, contrary to Fitzwater’s foregoing

intentions, he should later desire to dispose of or transfer any of the Shares

in any manner, he shall not do so without (i) first obtaining an opinion of

counsel satisfactory to NextNet that such proposed disposition or transfer may

lawfully be made without registration pursuant to the Securities Act and

applicable state securities laws or (ii) registering the resale




 




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of such shares under the

Securities Act and applicable state securities laws.




 




(i)            Neither Zamba nor NextNet has any

obligation to register the Shares for resale under the Securities Act or any

applicable state securities laws, or to take any other action which would

facilitate the availability of federal or state registration exemptions in

connection with any resale of such shares. 

Accordingly, Fitzwater may be prohibited by law from selling or

otherwise transferring or disposing of the Shares and likely will have to bear

the economic risk of his investment in NextNet for an indefinite period.




 




(j)            Except as provided in this

Agreement, to the knowledge of Fitzwater, no other individual or entity needs

to consent to this Agreement or the transactions contemplated hereunder, and

Fitzwater has obtained all necessary authorizations to enter into this

Agreement and the transactions contemplated hereunder,




 




(k)           This Agreement is a legal, valid, and

binding obligation of Fitzwater enforceable in accordance with its terms.




 




(l)            There

is no investment banker, broker, finder or other intermediary which has been

retained by or is authorized to act on behalf of Fitzwater who might be

entitled to any fee or commission from Zamba or NextNet upon consummation of

the transactions contemplated by this Agreement.




 




(m)          Fitzwater agrees to be bound by the

transfer restrictions described in Section 3.6 of the Series A Preferred Stock

Purchase Agreement dated as of September 21, 1998 between Zamba and NextNet

(the “Zamba Acquisition Agreement”).




 




(n)           Fitzwater acknowledges that the

provisions of the Right of First Refusal Agreement shall continue to apply to

the Shares.




 




(o)           Fitzwater acknowledges that he has

already received a copy of the Amended and Restated Investors’ Rights Agreement

dated as of July 10, 2000 among the Company, NextNet and the investors and

founders identified therein (the “Investors’ Rights Agreement”).  Fitzwater understands that, pursuant to the

terms of the Investors’ Rights Agreement, the registration rights described in

Section 1 and the right of first offer described in Section 2.6 thereof have

not been assigned to Fitzwater by Zamba. 

Accordingly, Fitzwater is not entitled to any registration rights or

rights of first offer with respect to Fitzwater’s ownership of the Shares

acquired pursuant to the terms hereof.




 




(p)           Fitzwater acknowledges that the

Shares shall continue to be subject to the terms and conditions of the Zamba

Acquisition Agreement, the Investors’ Rights Agreement, and the Voting

Agreement dated September 21, 1998, among NextNet, the Company and certain

other investors (the “Voting Agreement”), except for the provisions of

those agreements that, by their nature, are not transferable or assignable to

Fitzwater.




 




(q)           Until such time as Zamba beneficially

holds fewer than 100,000 shares of NextNet Series A Preferred Stock, Fitzwater

agrees to vote or act with respect to any of its shares of NextNet Series A

Preferred Stock so as to elect the nominee of Zamba to be the representative of

the Series A shareholders on the NextNet Board of Directors.




 




(r)            All representations made and

obligations undertaken by Fitzwater in this Agreement regarding NextNet shares

shall also be binding upon Family Trust as if such representations were made

and obligations undertaken by Family Trust. 

Fitzwater has the full right and authority to validly enter into such

obligations on behalf of Family Trust.




 




8.             Representation

Regarding Accredited Investor Status.




 




(a)           Fitzwater is an

“accredited investor” as defined in Rule 501(a) of Regulation D of the

Securities Act, because Fitzwater meets at least one of the following criteria

(please check one):




 




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o            Fitzwater

is a natural person whose individual net worth, or joint net worth with his or

her spouse, exceeds $1,000,000 at the time of Fitzwater’s acquisition; or




 




o            Fitzwater

is a natural person who had an individual income in excess of $200,000 in each

of the two most recent years or joint income with Fitzwater’s spouse in excess

of $300,000 in each of those years and who reasonably expects to reach the same

income level in the current year; or




 




o            Fitzwater

is either (i) a bank as defined in Section 3(a)(2) of the Securities Act, or

any savings and loan association or other institution as defined in Section

3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary

capacity, any broker or dealer registered pursuant to Section 15 of the

Securities Exchange Act of 1934, (ii) an insurance company as defined in

Section 2(13) of the Securities Act, (iii) an investment company registered

under the Investment Company Act of 1940 or a business development company as

defined in Section 2(a)(48) of such Act, (iv) a Small Business Investment

Company licensed by the U.S. Small Business Administration under Section 301(c)

or (d) of the Small Business Investment Act of 1958, or (v) an employee benefit

plan within the meaning of Title I of the Employee Retirement Income Security

Act of 1974, if the investment decision is made by a plan fiduciary, as defined

in Section 3(21) of such Act, which plan fiduciary is either a bank, savings

and loan association, insurance company or registered investment adviser, or if

the employee benefit plan has total assets in excess of $5,000,000 or, if a

self directed plan, with investment decisions made solely by persons who are

accredited investors; or




 




o            Fitzwater

is a private business development company as defined in Section 202(a)(22) of

the Investment Advisers Act of 1940; or




 




o            Fitzwater

is an organization described in Section 501(c)(3) of the Internal Revenue Code,

a corporation, Massachusetts or similar business trust, or partnership, not

formed for the specific purpose of acquiring the Shares, with total assets in

excess of $5,000,000; or




 




o            Fitzwater

is a director or executive officer of NextNet; or




 




o            Fitzwater

is a trust, with total assets in excess of $5,000,000, not formed for the

specific purpose of acquiring the Shares, whose acquisition is directed by a

sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D of the

Securities Act; or




 




o            Fitzwater

is any entity in which all of the equity owners are accredited investors.




 




(b)           Family Trust is an

“accredited investor” as defined in Rule 501(a) of Regulation D of the

Securities Act, because Family Trust meets at least one of the following

criteria (please check one):




 




ý            Family

Trust is a natural person whose individual net worth, or joint net worth with

his or her spouse, exceeds $1,000,000 at the time of Family Trust’s

acquisition; or




 




o            Family

Trust is a natural person who had an individual income in excess of $200,000 in

each of the two most recent years or joint income with Family Trust’s spouse in

excess of $300,000 in each of those years and who reasonably expects to reach

the same income level in the current year; or




 




o            Family

Trust is either (i) a bank as defined in Section 3(a)(2) of the Securities Act,

or any savings and loan association or other institution as defined in Section

3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary

capacity, any broker or dealer registered pursuant to Section 15 of the

Securities Exchange Act of 1934, (ii) an insurance company as defined in

Section 2(13) of the Securities Act, (iii) an investment company registered

under the Investment




 




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Company Act of 1940 or a business development company as defined in

Section 2(a)(48) of such Act, (iv) a Small Business Investment Company licensed

by the U.S. Small Business Administration under Section 301(c) or (d) of the

Small Business Investment Act of 1958, or (v) an employee benefit plan within

the meaning of Title I of the Employee Retirement Income Security Act of 1974,

if the investment decision is made by a plan fiduciary, as defined in Section

3(21) of such Act, which plan fiduciary is either a bank, savings and loan

association, insurance company or registered investment adviser, or if the

employee benefit plan has total assets in excess of $5,000,000 or, if a self

directed plan, with investment decisions made solely by persons who are

accredited investors; or




 




o            Family

Trust is a private business development company as defined in Section

202(a)(22) of the Investment Advisers Act of 1940; or




 




o            Family

Trust is an organization described in Section 501(c)(3) of the Internal Revenue

Code, a corporation, Massachusetts or similar business trust, or partnership,

not formed for the specific purpose of acquiring the Shares, with total assets

in excess of $5,000,000; or




 




o            Family

Trust is a director or executive officer of NextNet; or




 




o            Family

Trust is a trust, with total assets in excess of $5,000,000, not formed for the

specific purpose of acquiring the Shares, whose acquisition is directed by a

sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D of the

Securities Act; or




 




o            Family

Trust is any entity in which all of the equity owners are accredited investors.




 




9.             Representations and Warranties

of Zamba.  As a material inducement

for Fitzwater’s and Family Trust’s acquisition of the Shares to be acquired

pursuant to the terms hereof, Zamba represents, warrants, covenants and

acknowledges to Fitzwater and Family Trust that:




 




(a)           Zamba is a corporation duly

organized, validly existing and in good standing under the laws of the State of

Delaware and has the requisite corporate power and authority to own its

properties and to carry on its business as now being conducted and presently

proposed to be conducted and is duly authorized to enter into this Agreement

and consummate the transactions contemplated herein.




 




(b)           The Shares being transferred to

Fitzwater or Family Trust pursuant to the terms hereof will be transferred to

Fitzwater or Family Trust free and clear of any liens, encumbrances or other

restrictions, other than restrictions on transfer that are contained in the

Zamba Acquisition Agreement, the Right of First Refusal Agreement, the

Investors Rights Agreement, the Voting Agreement, all of which as they may be

amended from time to time, or are otherwise set forth herein or imposed by

applicable securities laws, provided that Zamba will comply with all of such

restrictions so that the Shares will be validly transferred to Fitzwater or

Family Trust.




 




10.           Merger, Consolidation or Other Change

in Control of Zamba or NextNet.




 




(a)           If prior to the delivery of the

Shares Zamba shall at any time consolidate with or merge into to another

corporation (where Zamba is not the continuing corporation after such merger,

consolidation, sale of all or substantially all of its assets or other

change-in-control), or Zamba shall sell, transfer or lease all or substantially

all of its assets, then, in any such case, Fitzwater or Family Trust thereupon

(and thereafter) shall continue to be entitled to require Zamba to be bound by

the terms of this Agreement and shall be entitled to receive the number of

Shares determined in accordance with Section 3 above.




 




(b)           If prior to the

delivery of the Shares NextNet shall at any time consolidate with or merge into

another corporation (where NextNet is not the continuing corporation after such

merger, consolidation or other change-in-control), or NextNet shall sell,

transfer or lease all or substantially all of its assets,




 




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then, in any such case,

Fitzwater or Family Trust thereupon (and thereafter) shall be entitled to

receive the number of Shares (or the proceeds resulting from the sale of such

shares in connection with such merger, consolidation, or other

change-in-control) determined in accordance with Section 3 above.




 




11.           Effective

Date.  This Agreement shall be

effective upon execution by all parties (the “Effective Date”).  Notwithstanding the foregoing, if within 91

days of the execution of this Agreement, Zamba becomes a debtor under the

Bankruptcy Code or makes any assignment for the benefit of its creditors and

Fitzwater  is required to return the

Termination Cash Payment to Zamba or its successor or assignee, then the

release set forth in Section 6 of this Agreement shall become void and the Note

shall not have been terminated but will remain in full force and effect as if

this Agreement had not been entered into by the parties.  The purpose of the foregoing is to allow

Fitzwater to seek all potential remedies and damages from Zamba in the event

Zamba becomes a debtor in a bankruptcy case (either voluntarily or

involuntarily) or makes an assignment for the benefit of its creditors and the

consideration for this Agreement fails because the Termination Cash Payment is

required to be returned by Fitzwater. 

In the absence of either such event within the 91-day period or the

return of the Termination Cash Payment, however, the release set forth in

Section 6 of this Agreement shall remain in full force and effect and the Note

shall remain terminated.




 




12.           Voluntary

Agreement.  Both Zamba and Fitzwater

enter into this Agreement voluntarily, after having had the opportunity to

review it and consult with advisors, including legal counsel, of their

choice.  This Agreement sets forth the

entire agreement between the parties regarding the subject matter herein,

superseding all other agreements, understandings, memoranda, or proposals, either

written or oral, regarding the same subject matter.  This Agreement may only be

modified or amended by a writing signed by all parties.




 




13.           Governing

Law.  This Agreement shall be

governed in all respects, including validity, interpretation and effect, by the

laws of the State of Minnesota, except for its choice of laws principles.  Any action regarding or relating to this

Agreement shall be venued in a state or federal court located in Hennepin in

the State of Minnesota.




 




14.           No Assignment of Claims. The

parties hereto represent and warrant that they have not transferred or

otherwise assigned, either by contract or operation of law, any of the claims

released under this Agreement.




 




15.           No

Reliance on Representations.  Each

party to this Agreement represents and acknowledges that in executing 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,

attorneys, or representatives with regard to the subject matter, basis or

effect of this Agreement or otherwise, other than those representations and

statements specifically stated in this written Agreement.




 




16.           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 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.




 




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17.           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.




 




	

  FITZWATER


  	

   


  	

  ZAMBA


  
	

   


  	

   


  	

   


  
	

  Todd Fitzwater


  	

   


  	

  ZAMBA Corporation


  
	

   


  	

   


  	

   


  
	

  By:


  	

  /s/ Todd Fitzwater


  	

   


  	

  By:


  	

  /s/ Michael H. Carrel


  
	

   


  	

   


  	

   


  
	

  Name:


  	

  Todd Fitzwater


  	

   


  	

  Name:


  	

  Michael H. Carrel


  
	

   


  	

   


  	

   


  
	

  Title:


  	

   


  	

   


  	

  Title:


  	

  CFO


  
	

   


  	

   


  	

   


  
	

  Date:


  	

  1/23/03


  	

   


  	

  Date:


  	

  1/27/03


  
										





 




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