Exhibit 10.01


 


 


	
  Contacts:

  	
  Entrx Corporation

  
	
   

  	
  Kenneth W. Brimmer,
  Chairman

  
	
   

  	
  Wayne Mills, Chief
  Executive Officer

  
	
   

  	
  (612) 333-0614

  
	
   

  	
   

  
	
   

  	
  Zamba Corporation

  
	
   

  	
  Michael H. Carrel

  
	
   

  	
  Chief Financial Officer
  and Executive Vice President

  
	
   

  	
  (952) 844-3113

  
	
   

  	
  mcarrel@ZAMBAsolutions.com

  



 


FINAL
RELEASE


ZAMBA AND ENTRX COMPLETE FINANCING


Zamba Obtains $2.5M from Entrx and Other Sources,


Significantly Strengthens Balance Sheet, and is Positioned for
Profitability


 


 


MINNEAPOLIS
– February 26, 2003 - ZAMBA Corporation (OTC BB: ZMBA) and Entrx
Corporation (Nasdaq: ENTX) announced today that Zamba achieved the second
milestone defined in the Loan Agreement between Entrx and Zamba, dated November
5, 2002, and has received the remaining $1.5 million of the total loan of $2.5 million.  The balance of the $1.5 million was provided
in equal amounts by Entrx and another investor group introduced to Zamba by
Entrx.  The companies previously
announced on December 24, 2002, that Zamba had met the milestones for the
October 1 through November 30 time period.


 


“Over the past two quarters, we
have had two primary financial objectives,” said Michael Carrel, Chief
Financial Officer of Zamba.  “These were
to establish financial runway and position the company for profitability.  We have made a great deal of progress in
both areas.  Specifically, we have:


 


·                  Raised over $4.5 million
since July 1, 2002; 


 


·                  Negotiated our release from
substantially all of our large lease agreements, eliminating over $11 million
worth of long-term obligations.  As a
result of these agreements and other cost-reduction actions we have taken over
the past twenty-four months, our quarterly cost structure has decreased
approximately 83%, from approximately $12.9 million in the first quarter of
2001 to an estimated $2.9 million in the first quarter of 2003.  At our new cost structure, we believe that
profitability is on the horizon; and 


 


·                  Decreased our operating loss
from over $3.0 million in the second quarter of 2002 to less than $400,000 in
the fourth quarter of 2002.  


 


With this $2.5 million in financing, our improved operational results,
and our debt reduction, we have established much greater financial
stability.  This strengthening of our
balance sheet will enable us to focus even more energy and attention to our
core business – that of becoming a premier customer-care services company.”


 


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Under the November 25, 2002 Loan Agreement, Entrx advanced $1,000,000
to Zamba on November 5, 2002.  Entrx was
to advance an additional $1.5 million to Zamba in two installments of $750,000
each, due on December 15, 2002 and February 15, 2003, so long as, among other
things, Zamba’s losses from operations did not exceed $515,000 for the
two-month period ending November 30, 2002 for the first installment, and
$807,000 for the four-month period ending January 31, 2003 for the second
installment.  Zamba exceeded these
expectations and reported to Entrx an unaudited net loss from operations during
those periods of $256,699 and $357,180 respectively.  


 


The loan was collateralized by 833,333 shares of Series A Preferred
Stock of NextNet Wireless, Inc. (“NextNet”) which are owned by Zamba, each
share of which is convertible into three shares of the common stock of
NextNet.  The loan was not repayable by
Zamba in cash, but if Entrx fully funded the $2.5 million on schedule, Entrx
had an option to convert the principal balance of the loan into either
ownership of 20% of the outstanding common stock of Zamba, or into 416,667
shares of the Series A Preferred Stock of NextNet at $6.00 per share ($2.00 per
equivalent common share), and an option to purchase an additional 250,000
shares of NextNet Preferred Stock at $6.00 per share.  NextNet, a privately-held Delaware corporation with offices in
Minneapolis, Minnesota, is in the business of providing broadband wireless
systems for the delivery of high-speed wireless internet access.


 


Since
the first installment of $750,000 was not paid on the December 15, 2002
scheduled due date, and $750,000 of the $1.5 million was advanced to Zamba by a
third party, Entrx and Zamba entered into an amendment to the Loan Agreement on
February 19, 2003, which provides that Entrx no longer has the option to
convert the loan into ownership of Zamba, or to acquire 250,000 shares of
NextNet Preferred Stock for $6.00 per share. 
Entrx’s only recourse is, therefore, to convert its $1,750,000 loan
balance plus accrued interest of $6,889 into 292,815 shares of NextNet
Preferred Stock or an equivalent of 878,444 shares of NextNet common stock.


 


About Entrx Corporation


Entrx Corporation (formerly Metalclad
Corporation) with offices at 800 Nicollet Mall, Suite 2690, Minneapolis,
Minnesota 55402, is primarily engaged in providing insulation services through
its California subsidiary, Metalclad Insulation Corporation.


 


About ZAMBA
Solutions


ZAMBA Solutions is a premier customer care services company.  We help our clients be more successful in:
acquiring, servicing, and retaining their customers.  Having served over 300 clients, ZAMBA is focused exclusively on
customer-centric services by leveraging best practices and best-in-class
technology to enable insightful, consistent interactions across all customer
touchpoints. Based on the Company's expertise and experience, ZAMBA has created
an end-to-end CRM Blueprint - a framework of interdependent processes and
technologies that addresses each aspect of customer care, including strategy,
analytics and marketing, contact center, content and commerce, field sales,
field service and enterprise integration. 


 


ZAMBA's clients have
included ADC, Aether Systems, Best Buy, Canon ITS, GE Medical Systems, Enbridge
Services, Hertz, General Mills, Microsoft Great Plains, Northrop Grumman,
Symbol Technologies, Towers Perrin, Union Bank of California, and Volkswagen of
America. The company has offices in Minneapolis, San Jose and Toronto. For more
information, contact ZAMBA at www.ZAMBAsolutions.com or (800) 677-9783.


 


Safe Harbor Statement


 


Certain statements in this press release are
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and
involve known and unknown risks, uncertainties and other factors that may cause
actual results, performance or achievements to be materially different from the
results, performance or achievements expressed or implied by the forward
looking statements.  Factors that impact such forward looking
statements include, among others, whether Entrx derives any value from its
acquisition of NextNet shares; whether Zamba will be capable of growing revenue
that would be sufficient to enable it to achieve
profitability at its current cost structure, whether the
$2.5 million in financing will provide Zamba with sufficient financial
stability to enable it to rebuild its business and focus on its core business
activities, and whether such efforts will prove to be successful, and Zamba
will ever achieve profitability.


 


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