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EXHIBIT 4.9




Zamba Corporation




2000 NON-QUALIFIED STOCK OPTION PLAN

As Adopted Effective on October 18, 2000

As Amended Effective on November 4, 2004

Stockholder Approval Not Required





	1.  	 Purposes.





     (a) The purpose of the Plan is to provide a means by which selected Employees and Consultants
as defined in Section 2 may be given an opportunity to benefit from increases in value of the
common stock of the Company (“Common Stock”) through the granting of Nonstatutory Stock Options.
Only Nonstatutory Stock Options may be granted hereunder.



     (b) The Company, by means of the Plan, seeks to retain the services of persons who are now
Employees or Consultants as defined in Section 2, to secure and retain the services of such new
Employees and Consultants and to provide incentives for such persons to exert maximum efforts for
the success of the Company and its Affiliates.




	2.  	Definitions. As used herein, the following definitions shall apply:





     (a) “Affiliate” shall mean any parent corporation or subsidiary corporation, whether now or
hereafter existing, as those terms are defined in Sections 424(e) and (f) respectively, of the
Code, or such other parent corporation or subsidiary corporation designated by the Board.



     (b) “Board” shall mean the Committee, if one has been appointed, or the Board of Directors, if
no Committee is appointed.



     (c) “Board of Directors” shall mean the Board of Directors of the Company.



     (d) “Cause” shall mean willful conduct that is materially harmful to the business of the
Company, any Affiliate of the Company, or any successors thereto, as determined by the Board in its
sole discretion.



     (e) “Change in Control” shall mean the consummation of any one of the following events: (i) a
sale of all or substantially all of the assets of the Company; (ii) a merger or consolidation in
which the Company is not the surviving corporation (other than a transaction the principal purpose
of which is to change the state of the Company’s incorporation or a transaction in which the voting
securities of the Company are exchanged for beneficial ownership of at least fifty percent (50%) of
the voting securities of the controlling acquiring corporation); (iii) a merger or consolidation in
which the Company is the surviving corporation and less than fifty percent (50%) of the voting
securities of the Company which are outstanding immediately after the consummation of such
transaction are beneficially owned, directly or indirectly, by the persons who owned such voting
securities immediately prior to such transaction; (iv) any transaction or series of related
transactions after which any person (as such term is used in Section 13(d)(3) of the Exchange Act),
other than any employee benefit plan (or related trust) sponsored or maintained by the Company or
any subsidiary of the Company, becomes the beneficial owner of voting securities of the Company
representing fifty percent (50%) or more of the combined voting power of all of the voting
securities of the Company, unless such voting securities were acquired directly from the Company;
or (v) the liquidation or dissolution of the Company.



     (f) “Code” shall mean the Internal Revenue Code of 1986, as amended.



     (g) “Committee” shall mean the Committee appointed by the Board of Directors in accordance
with paragraph (a) of Section 4 of the Plan, if one is appointed.



     (h) “Common Stock” shall mean the Common Stock of the Company.



     (i) “Company” shall mean Zamba Corporation, a Delaware corporation.



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EXHIBIT 4.9




     (j) “Consultant” shall mean any consultants, independent contractors or advisers to the
Company or an Affiliate (provided that such persons render bona fide services not in connection
with the offering and sale of securities in capital raising transactions) excluding officers and
directors of the Company and stockholders beneficially owning 10% or more of the Company’s Common
Stock.



     (k) “Continuous Service as an Employee or Consultant” shall mean the absence of any
interruption or termination of service to the Company, an Affiliate, or any successors thereto,
whether as an Employee or Consultant. The Board or the Chief Executive Officer of the Company may
determine, in that party’s sole discretion, whether Continuous Service as an Employee or Consultant
shall be considered interrupted in the case of: (i) any leave of absence approved by the Board or
the Chief Executive Officer of the Company, including sick leave, military leave, or any other
personal leave; or (ii) transfers between the Company, Affiliates or their successors.



     (l) “Employee” shall mean any person employed by the Company or by any Affiliate, excluding
stockholders beneficially owning 10% or more of the Company’s Common Stock. Notwithstanding the
foregoing, “Employee” may include a person to whom a grant is made as an inducement to such person
to enter into employment with the Company and such grant does not require shareholder approval
under the rules of the NASDAQ Stock Market.



     (m) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



     (n) “Fair Market Value” means, as of any date, the value of the Common Stock of the Company
determined as follows:



               (i) If the Common Stock is listed on any established stock exchange, or traded on the Nasdaq
National Market or the Nasdaq SmallCap Market, the Fair Market Value of a share of Common Stock
shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or market (or the exchange or market with the greatest volume of trading in
Common Stock) on the trading day prior to the day of determination, as reported in the Wall Street
Journal or such other source as the Board deems reliable;



               (ii) In the absence of such markets for the Common Stock, the Fair Market Value shall be
determined in good faith by the Board.



     (o) “Nonstatutory Stock Option” shall mean an Option not intended to qualify as an incentive
stock option within the meaning of Section 422 of the Code and the regulations promulgated
thereunder.



     (p) “Officer” shall mean a person who is an officer of the Company within the meaning of
Section 16 of the Exchange Act and the rules and regulations promulgated thereunder and any other
Employees of the Company whom the Board or the Committee classifies as “Officer” in its sole
discretion, and any other person to whom grant of an option would require shareholder approval
under the rules of the NASDAQ Stock Market.



     (q) “Option” shall mean a Nonstatutory Stock Option granted pursuant to the Plan.



     (r) “Option Agreement” shall mean a written agreement between the Company and an Optionee
evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be
subject to the terms and conditions of the Plan.



     (s) “Optioned Stock” shall mean the Common Stock subject to an Option.



     (t) “Optionee” shall mean an Employee or Consultant who receives an Option.



     (u) “Plan” shall mean this 2000 Non-Qualified Stock Option Plan.



     (v) “Share” shall mean a share of Common Stock, as adjusted in accordance with Section 11 of
the Plan.



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EXHIBIT 4.9





	3.  	Stock Subject to the Plan.





     Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of Shares
which may be optioned and sold under the Plan is four million (4,000,000) shares of Common Stock.
The Shares may be authorized, but unissued, or reacquired Common Stock. If an Option should expire
or become unexercisable for any reason without having been exercised in full, the unpurchased
Shares which were subject thereto shall, unless the Plan shall have been terminated, become
available for future grant under the Plan.




	4.  	Administration of the Plan.





     (a) Procedure. The Plan shall be administered by the Board of Directors. The Board
of Directors may appoint a Committee consisting of not less than two members of the Board of
Directors to administer the Plan on behalf of the Board of Directors, subject to such terms and
conditions as the Board of Directors may prescribe. Once appointed, the Committee shall continue
to serve until otherwise directed by the Board of Directors. From time to time the Board of
Directors may increase the size of the Committee and appoint additional members thereof, remove
members (with or without cause), and appoint new members in substitution therefor, fill vacancies
however caused and remove all members of the Committee, and thereafter directly administer the
Plan. Notwithstanding anything in this Section 4 to the contrary, at any time the Board of
Directors or the Committee may delegate to a committee of one or more members of the Board of
Directors the authority to grant Options to all Employees and Consultants or any portion or class
thereof.



     (b) Powers of the Board. Subject to the provisions of the Plan, the Board shall have
such authority with regard to the Plan and the options as determined by the Board of Directors,
including the authority, in its discretion: (i) to grant options under the Plan, provided, however,
that only nonstatutory options may be granted under the Plan; (ii) to determine, upon review of
relevant information and in accordance with Section 8(c) of the Plan, the Fair Market Value of the
Common Stock; (iii) to determine the exercise price per share of Options to be granted, which
exercise price shall be determined in accordance with Section 8(a) of the Plan; (iv) to determine
the Employees or Consultants to whom, and the time or times at which, Options shall be granted and
the number of Shares to be represented by each Option, provided that no Options may be granted to
persons who are neither Employees nor Consultants; (v) to interpret the Plan; (vi) to prescribe,
amend and rescind rules and regulations relating to the Plan; (vii) to determine the terms and
provisions of each Option granted (which need not be identical) in accordance with the Plan, and,
with the consent of the holder thereof with respect to any adverse change, modify or amend each
Option; (viii) to accelerate or defer (the latter with the consent of the Optionee) the exercise
date and vesting of any Option; (ix) to authorize any person to execute on behalf of the Company
any instrument required to effectuate the grant of an Option previously granted by the Board; and
(x) to make all other determinations deemed necessary or advisable for the administration of the
Plan.



     (c) Effect of Board’s Decision. All decisions, determinations and interpretations of
the Board shall be final and binding on all Optionees and any other holders of any Options granted
under the Plan.




	5.  	Eligibility.





     Options may be granted only to Employees or Consultants as defined in Section 2 hereof. An
Employee or Consultant who has been granted an Option may, if he or she is otherwise eligible, be
granted an additional Option or Options. Notwithstanding the foregoing, no Employee who is an
Officer of the Company or who is a member of the Board of Directors shall be entitled to receive
the grant of an Option under the Plan, unless such grant is made as an inducement to such person to
enter into employment with the Company and such grant does not require shareholder approval under
the rules of the NASDAQ Stock Market.



     The Plan shall not confer upon any Optionee any right with respect to continuation of
employment or consulting with the Company, nor shall it interfere in any way with the Optionee’s
right or the Company’s right to terminate the Optionee’s employment at any time or the Optionee’s
consulting for the Company pursuant to the terms of the Consultant’s agreement with the Company.




	6.  	Term of the Plan.





     The Plan shall become effective upon its adoption by the Board of Directors. It shall
continue in effect until terminated under Section 13 of the Plan.



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EXHIBIT 4.9





	7.  	Term of Option.





     The term of each Option shall be ten (10) years from the date of grant thereof or such shorter
term as may be provided in the Option Agreement.




	8.  	Exercise Price, Consideration and Vesting.





     (a) Exercise Price. The per Share exercise price for the Shares to be issued pursuant
to exercise of an Option shall be no less than 25% of the Fair Market Value per Share on the date
of grant.



     (b) Consideration. The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by the Board and may
consist entirely of (i) cash or check; (ii) promissory note (except that payment of the Common
Stock’s “par value,” as defined in the Delaware General Corporation Law, shall not be made by
deferred payment); (iii) other shares of the Common Stock of the Company having a Fair Market Value
on the date of surrender equal to the aggregate exercise price of the Shares as to which the Option
shall be exercised, including by delivering to the Company an attestation of ownership of owned and
unencumbered shares of the Common Stock of the Company in a form approved by the Company; (iv)
payment pursuant to a program developed under Regulation T as promulgated by the Federal Reserve
Board which, prior to the issuance of Common Stock, results in either the receipt of cash (or
check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise
price to the Company from the sales proceeds; (v) any combination of such methods of payment; or
(vi) such other consideration and method of payment for the issuance of Shares to the extent
permitted under applicable law. In making its determination as to the type of consideration to
accept, the Board shall consider if acceptance of such consideration may be reasonably expected to
benefit the Company.



     (c) Vesting. The total number of Shares subject to an Option may, but need not, be
allotted in periodic installments (which may, but need not, be equal). The Option Agreement may
provide that, from time to time during each of such installment periods, the Option may become
exercisable (“vest”) with respect to some or all of the Shares allotted to that period, and may be
exercised with respect to some or all of the Shares allotted to such period and/or any prior period
as to which the Option became vested but was not fully exercised. The Option may be subject to
such other terms and conditions on the time or times when it may be exercised (which may be based
on performance or other criteria) as the Board may deem appropriate. The provisions of this
Section 8(c) are subject to any Option provisions governing the minimum number of Shares as to
which an Option may be exercised.




	9.  	Exercise of Option.





     (a) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder
shall be exercisable at such times and under such conditions as determined by the Board, including
performance criteria with respect to the Company and/or the Optionee, and as shall be permissible
under the terms of the Plan.



          An Option shall be deemed to be exercised when written notice of such exercise has been given
to the Company in accordance with the terms of the Option by the person entitled to exercise the
Option and full payment for the Shares with respect to which the Option is exercised has been
received by the Company. Full payment may, as authorized by the Board, consist of any
consideration and method of payment allowable under Section 8(c) of the Plan. Until the issuance
(as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive
dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other
right for which the record date is prior to the date the stock certificate is issued, except as
provided in Section 11 of the Plan. An Option may not be exercised for a fraction of a Share.



          Exercise of an Option in any manner shall result in a decrease in the number of Shares which
thereafter may be available, both for purposes of the Plan and for sale under the Option, by the
number of Shares as to which the Option is exercised.



          The Option may, but need not, include a provision whereby the Optionee may elect at any time
while an Employee or Consultant (or while an officer or director of the Company) to exercise the
Option as to any part or all of the shares subject to the Option, subject to a repurchase right in
favor of the Company on such terms as the Board shall establish.



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EXHIBIT 4.9




     (b) Termination of Service as an Employee or Consultant. If an Optionee’s Continuous
Service as an Employee or Consultant ceases for any reason other than death or disability, the
Optionee may, but only within ninety (90) days (or such other period of time as is determined by
the Board) after the date the Optionee’s Continuous Service as an Employee or Consultant ceases,
exercise the Option to the extent that the Optionee was entitled to exercise it at the date of such
termination. To the extent that the Optionee was not entitled to exercise the Option at the date
of such termination, or if the Optionee does not exercise such Option (which the Optionee was
entitled to exercise) within the time specified herein, the Option shall terminate.



     (c) Death of Optionee. In the event of the death during the term of the Option of an
Optionee who is at the time of his or her death an Employee or Consultant and who shall have been
in Continuous Service as an Employee or Consultant since the date of grant of the Option or in the
event of the death of an Optionee within ninety (90) days following the termination of the
Optionee’s Continuous Service as an Employee or Consultant for any other reason, the Option may be
exercised at any time within twelve (12) months (or such other period of time as is determined by
the Board) following the date of death by the Optionee’s estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, to the extent that the Optionee was
entitled to exercise it at the date of such termination. To the extent that the Optionee was not
entitled to exercise the Option at the date of such termination, or if the Option is not exercised
(to the extent the Optionee was entitled to exercise) within the time specified herein, the Option
shall terminate.



     (d) Disability of Optionee. In the event of the disability of an Optionee during the
term of the Option who is at the time of his or her disability an Employee or Consultant and who
shall have been in Continuous Service as an Employee or Consultant since the date of grant of the
Option, the Optionee may, but only within twelve (12) months (or such other period of time as is
determined by the Board) after the date the Optionee ceases to be an Employee or Consultant on
account of such disability, exercise the Option to the extent that the Optionee was entitled to
exercise it at the date of such termination. To the extent that the Optionee was not entitled to
exercise the Option at the date of such termination, or if the Optionee does not exercise such
Option (which the Optionee was entitled to exercise) within the time specified herein, the Option
shall terminate.



     (e) Withholding. To the extent provided by the terms of the Option Agreement, the
Optionee may satisfy any federal, state or local tax withholding obligation relating to the
exercise of such Option by any of the following means or by a combination of such means: (i)
tendering a cash payment; (ii) authorizing the Company to withhold Shares from the Shares otherwise
issuable to the Optionee as a result of the exercise of the Option; or (iii) delivering to the
Company owned and unencumbered shares of the Common Stock of the Company.




	10.  	Transferability of Options.





     Except as otherwise expressly provided in the terms of the Option Agreement, the Option may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than
by will or by the laws of descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee. Notwithstanding the foregoing, the Optionee may, by delivering
written notice to the Company, in a form satisfactory to the Company, designate a third party who,
in the event of the death of the Optionee, shall thereafter be entitled to exercise the Option.




	11.  	Adjustments Upon Changes In Capitalization Or Merger; Change in Control.





     (a) The number of Shares covered by each outstanding Option, and the number of Shares which
have been authorized for issuance under the Plan but as to which no Options have yet been granted
or which have been returned to the Plan upon cancellation or expiration of an Option, as well as
the price per Share covered by each such outstanding Option, shall be proportionately adjusted for
any increase or decrease in the number of issued shares of Common Stock resulting from a stock
split or the payment of a stock dividend with respect to the Common Stock or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt of consideration
by the Company; provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been “effected without receipt of consideration.” Such adjustments
shall be made by the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price of shares of Common
Stock subject to an Option.



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EXHIBIT 4.9




     (b) In the event of a Change in Control, then: (i) any surviving or acquiring corporation
shall assume Options outstanding under the Plan or shall substitute similar options (which may, but
is not required to, include an option to acquire the same consideration paid to stockholders in the
transaction described in this Section 11) for those outstanding under the Plan, or (ii) in the
event any surviving or acquiring corporation refuses to assume such Options or to substitute
similar options for those outstanding under the Plan, (A) with respect to Options held by persons
then performing services as Employees or Consultants, the vesting of such Options and the time
during which such Options may be exercised shall be accelerated prior to such event and the Options
terminated if not exercised after such acceleration and at or prior to such event, and (B) with
respect to any other Options outstanding under the Plan, such Options shall be terminated if not
exercised prior to such event.




	12.  	Time of Granting Options.





     The date of grant of an Option shall, for all purposes, be the date that the Board determines
is appropriate for such option to be granted. Notice of the determination shall be given to each
Employee or Consultant to whom an Option is so granted within a reasonable time after the date of
such grant.




	13.  	Amendment and Termination of the Plan.





     (a) Amendment and Termination. The Board may amend or terminate the Plan from time to
time in such respects as the Board may deem advisable.



     (b) Effect of Amendment or Termination. Any such amendment or termination of the Plan
shall not impair Options already granted, and such Options shall remain in full force and effect as
if this Plan had not been amended or terminated unless mutually agreed otherwise between the
Optionee and the Board, which agreement must be in writing and signed by the Optionee and the
Company.




	14.  	Conditions Upon Issuance of Shares.





     The Company may require any Optionee, or any person to whom an Option is transferred under
Section 10, as a condition of exercising any such Option, (1) to give written assurances
satisfactory to the Company as to the Optionee’s knowledge and experience in financial and business
matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters, and that he or she is capable of
evaluating, alone or together with the purchaser representative, the merits and risks of exercising
the Option; and (2) to give written assurances satisfactory to the Company stating that such person
is acquiring the Shares subject to the Option for such person’s own account and not with any
present intention of selling or otherwise distributing the Shares. The foregoing requirements, and
any assurances given pursuant to such requirements, shall be inoperative if (i) the issuance of the
Shares upon the exercise of the Option has been registered under a then currently effective
registration statement under the Securities Act of 1933, as amended, or (ii) as to any particular
requirement, a determination is made by counsel for the Company that such requirement need not be
met in the circumstances under the then applicable securities laws. The Company may require the
Optionee to provide such other representations, written assurances or information which the Company
shall determine is necessary, desirable or appropriate to comply with applicable securities and
other laws as a condition of granting an Option to such Optionee or permitting the Optionee to
exercise such Option. The Company may, upon advice of counsel to the Company, place legends on
stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to
comply with applicable securities laws, including, but not limited to, legends restricting the
transfer of the shares.




	15.  	Reservation of Shares.





     The Company, during the term of this Plan, will at all times reserve and keep available such
number of Shares as shall be sufficient to satisfy the requirements of the Plan.



     Inability of the Company to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to
issue or sell such Shares as to which such requisite authority shall not have been obtained.



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EXHIBIT 4.9





	16.  	Option Agreement.





     Options shall be evidenced by written Option Agreements in such form or forms as the Board or
the Committee shall approve.




	17.  	Effective Date.





     The Plan shall become effective on October 18, 2000.




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