#### **EXHIBIT10.02**

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#### **STOCKPURCHASE AGREEMENT**

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This StockPurchase Agreement (this “Agreement”) is made and entered into as of the 9thday of August, 2002, by and between Zamba Corporation, a Delaware corporation(the “Company”), and Bob Tallard IRA RBC Dain Rauscher Custodian (the“Purchaser”).

 

WHEREAS, theCompany owns shares of Series A preferred stock, $.0001 par value per share(“Zamba’s NextNet Stock”) of NextNet Wireless, Inc., a Delaware corporation(“NextNet”), pursuant to the Series A Preferred Stock Purchase Agreement datedas of September 21, 1998 between Zamba and NextNet (the “Zamba PurchaseAgreement”); and

 

WHEREAS, Zamba’sNextNet Stock can be converted to common shares of NextNet at the exchangeratio of three shares of common stock for every one share of preferred stock;and

 

WHEREAS, Zamba’sNextNet Stock is also subject to the Amended and Restated Investors’ RightsAgreement dated as of July 10, 2000 among Zamba, NextNet and the Investors andFounders identified therein (the “Investors’ Rights Agreement”), Right of FirstRefusal Agreement dated as of September 21, 1998 among the Zamba, NextNet andthe Series B Purchasers identified therein (the “Right of First RefusalAgreement”), and the Voting Agreement dated September 21, 1998, by and among NextNet,the Company and certain other investors (the “Voting Agreement”); and

 

WHEREAS, thePurchaser is thoroughly familiar with the Company’s and NextNet’s business,financial condition and prospects; and

 

WHEREAS, thePurchaser desires to purchase from the Company and the Company desires to sellto the Purchaser certain of its shares of Zamba’s NextNet Stock; and

 

WHEREAS, thePurchaser acknowledges that there is no established trading market or othercurrent valuation for Zamba’s NextNet Stock or the Shares to be issuedhereunder;

 

NOW, THEREFORE, inconsideration of the premises and other good and valuable consideration, thereceipt and adequacy of which are hereby acknowledged, the parties agree asfollows:

 

1.             Purchase and Saleof Preferred Stock.  Inconsideration of this Agreement, the Company hereby agrees to sell to thePurchaser, and the Purchaser hereby agrees to purchase from the Company, theShares in accordance with the following terms:

 

(a)          TheCompany hereby sells to the Purchaser, and the Purchaser hereby purchases fromthe Company, 5,000 shares of Zamba’s NextNet Stock (the “Shares”), at apurchase price of $6.00 per share, for an aggregate purchase price of$30,000.  Promptly upon execution ofthis Agreement, the Purchaser shall pay the full amount of the purchase priceto the Company by wire transfer in immediately available funds to an accountdesignated in writing by the Company.

 

(b)          Promptlyupon receipt of the purchase price, the Company shall present the transactionto the independent members of the Company’s Board of Directors for the approvalor disapproval of the Board of Directors. If the Company’s Board of Directors disapproves the transaction, thefull purchase price shall be promptly refunded to the Purchaser.  If the Company’s Board of Directors approvesthe transaction, the Company shall, within five business days of such approval,deliver to NextNet a notice pursuant to the Right of First Offer set forth inSection 1.1 of the Right of First Refusal Agreement (the “Refusal Agreement”)dated September 21, 1998 by and among the Company, NextNet, and the holders ofthe Series B Preferred Stock of NextNet.

 

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(c)          IfNextNet elects to exercise its right of first refusal pursuant to Section 1(b)above, the Purchase Price shall be refunded to the Purchaser within fivebusiness days of the Company’s receipt of full payment from NextNet for theShares, and the Purchaser shall not receive any of the Shares.  If NextNet declines to exercise its right offirst refusal, the Company shall, within five business days after the Company’sreceipt of NextNet’s notice to decline its right, notify each investor inNextNet eligible under the Refusal Agreement of its opportunity to exercise itspro rata right of first refusal pursuant to the Refusal Agreement.

 

(d)          Ifany of the eligible investors in NextNet elects to exercise its pro rata right of first refusal pursuant toSection 1(c) above, the Company will forward to the Purchaser the payments theCompany receives from such investor(s) within five business days of theCompany’s receipt of such payment, and the number of Shares that the Purchaserwill receive pursuant to this Agreement shall be reduced on a pro ratabasis.  Within ten business days after theexpiration of the investor refusal period, the Company shall deliver to thePurchaser a certificate registered in the Purchaser’s name representing thenumber of Shares purchased.

 

2.             Representationsand Warranties of the Purchaser.  Asa material inducement for the Company’s issuance and sale of the Shares, thePurchaser represents, warrants, covenants and acknowledges to the Company that:

 

(a)          ThePurchaser understands that the issuance of the Shares have not been registeredunder the Securities Act of 1933, as amended (the “Securities Act”), orapplicable state securities laws. Instead, the Company is issuing the Shares pursuant to exemptions fromsuch laws and in doing so is and would be relying on, among other things, thePurchaser’s representations, warranties, covenants and acknowledgementscontained herein.

 

(b)          ThePurchaser qualifies as an “accredited investor” as such term is defined in Rule501(a) of Regulation D under the Securities Act, and as further represented inSection 3 of this Agreement.

 

(c)          ThePurchaser has sufficient knowledge and experience in financial and businessmatters that the Purchaser is capable of evaluating the merits and risks ofinvesting in the Shares.

 

(d)          ThePurchaser has been provided with or given access to such additional informationas the Purchaser has requested from the Company (including the opportunity tomeet with Company officers and to review all the documents that Purchaser mayhave requested) and has utilized such information to his satisfaction for thepurpose of obtaining in addition to, or verifying the accuracy of theinformation provided, regarding the Company’s and NextNet’s business, financialcondition and prospects.

 

(e)          ThePurchaser understands that the purchase of the Shares is a highly speculativeinvestment and involves a high degree of risk. The Purchaser believes that the investment in the Shares is suitablebased upon the Purchaser’s investment objectives and financial needs and thePurchaser has adequate means of providing for current financial needs andpersonal contingencies, has no need for liquidity of investment with respect tothe Shares and can afford a complete loss of such investment.

 

(f)           ThePurchaser is acquiring the Shares for his own account, for investment purposesonly, and without the intention of reselling or redistributing the Shares.

 

(g)          ThePurchaser is aware that, in the view of the Securities and Exchange Commission,a purchase of the Shares with an intent to resell by reason of any foreseeablespecific contingency or anticipated change in market values, or any change inNextNet’s condition, or in connection with a contemplated liquidation orsettlement of any loan obtained for the acquisition

 

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of the Shares and for which the Shares were pledged, would constitute anintent inconsistent with the foregoing representation.

 

(h)          If,contrary to the Purchaser’s foregoing intentions, he should later desire todispose of or transfer any of the Shares in any manner, the undersigned shallnot do so without (i) first obtaining an opinion of counsel satisfactory to theCompany and NextNet that such proposed disposition or transfer may lawfully bemade without registration pursuant to the Securities Act and applicable statesecurities laws or (ii) registering the resale of the Shares under theSecurities Act and applicable state securities laws.

 

(i)           Neitherthe Company nor NextNet has any obligation to register the Shares for resaleunder the Securities Act or any applicable state securities laws, or to takeany other action which would facilitate the availability of federal or stateregistration exemptions in connection with any resale of the Shares.  Accordingly, the Purchaser may be prohibitedby law from selling or otherwise transferring or disposing of the Shares andmay have to bear the economic risk of his investment in NextNet for anindefinite period.

 

(j)           ThePurchaser, if other than an individual, represents that (a) the Purchaser wasnot organized for the specific purpose of acquiring the Shares; and (b) thisAgreement has been duly authorized by all necessary action on the part of thePurchaser, has been duly executed by an authorized officer or representative ofthe Purchaser, and is a legal, valid, and binding obligation of the Purchaserenforceable in accordance with its terms.

 

(k)          Thereis no investment banker, broker, finder or other intermediary which has beenretained by or is authorized to act on behalf of Purchaser who might beentitled

 

to any fee or commission from theCompany upon consummation of the transactions contemplated by this Agreement.

 

(l)           Purchaseragrees to be bound by the transfer restrictions described in Section 3.6 of theSeries A Preferred Stock Purchase Agreement dated as of September 21, 1998between Zamba and NextNet.

 

(m)         Purchaseracknowledges that the provisions of the Right of First Refusal Agreement datedas of September 21, 1998 among the Zamba, NextNet and the Series B Purchasersidentified therein shall continue to apply to the Shares held by Purchaser.

 

(n)          Purchaseracknowledges that he or she has already received a copy of the Amended andRestated Investors’ Rights Agreement dated as of July 10, 2000 among Zamba,NextNet and the Investors and Founders identified therein (the “Investors’Rights Agreement”).  Purchaserunderstands that, pursuant to the terms of the Investors’ Rights Agreement, theregistration rights described in Section 1 and the right of first offerdescribed in Section 2.6 thereof have not been assigned to the Purchaser byZamba.  Accordingly, the Purchaser isnot entitled to any registration rights or rights of first offer with respectto the Purchaser’s ownership of the Shares.

 

3.             AccreditedInvestor Status.  The Purchaser isan “accredited investor” as defined in Rule 501(a) of Regulation D of theSecurities Act, because the Purchaser meets at least one of the followingcriteria (please check one):

 

o            ThePurchaser is a natural person whose individual net worth, or joint net worthwith his or her spouse, exceeds $1,000,000 at the time of the Purchaser’spurchase; or

 

o            ThePurchaser 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 thePurchaser’s spouse in excess of

 

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$300,000 in eachof those years and who reasonably expects to reach the same income level in thecurrent year; or

 

o            ThePurchaser is either (i) a bank as defined in Section 3(a)(2) of the SecuritiesAct, or any savings and loan association or other institution as defined inSection 3(a)(5)(A) of the Securities Act whether acting in its individual orfiduciary capacity, any broker or dealer registered pursuant to Section 15 ofthe Securities Exchange Act of 1934, (ii) an insurance company as defined inSection 2(13) of the Securities Act, (iii) an investment company registeredunder the Investment Company Act of 1940 or a business development company asdefined in Section 2(a)(48) of such Act, (iv) a Small Business InvestmentCompany 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 benefitplan within the meaning of Title I of the Employee Retirement Income SecurityAct of 1974, if the investment decision is made by a plan fiduciary, as definedin Section 3(21) of such Act, which plan fiduciary is either a bank, savingsand loan association, insurance company or registered investment adviser, or ifthe employee benefit plan has total assets in excess of $5,000,000 or, if aself directed plan, with investment decisions made solely by persons who areaccredited investors; or

 

o            ThePurchaser is a private business development company as defined in Section202(a)(22) of the Investment Advisers Act of 1940; or

 

o            ThePurchaser is an organization described in Section 501(c)(3) of the InternalRevenue Code, a corporation, Massachusetts or similar business trust, orpartnership, not formed for the specific purpose of acquiring the Shares, withtotal assets in excess of $5,000,000; or

 

o            ThePurchaser is a director or executive officer of the Company; or

 

o            ThePurchaser is a trust, with total assets in excess of $5,000,000, not formed forthe specific purpose of acquiring the Shares, whose purchase is directed by asophisticated person as described in Rule 506(b)(2)(ii) of Regulation D of theSecurities Act; or

 

o            ThePurchaser is any entity in which all of the equity owners are accreditedinvestors.

 

4.             Representationsand Warranties of the Company.  As amaterial inducement for the Purchaser’s purchase of the Shares, the Companyrepresents, warrants, covenants and acknowledges to the Purchaser that:

 

(a)          TheCompany is a corporation duly organized, validly existing and in good standingunder the laws of the State of Delaware and has the requisite corporate powerand authority to own its properties and to carry on its business as now beingconducted and presently proposed to be conducted.

 

(b)          TheShares are being transferred to the Purchaser free and clear of any liens,encumbrances or other restrictions, other than restrictions on transfer thatare contained in the Zamba Purchase Agreement, the Right of First RefusalAgreement, the Investors Rights Agreement, the Voting Agreement, all of whichas they may be amended from time to time, or are otherwise set forth herein orimposed by applicable securities laws.

 

Merger, Consolidation orOther Change in Control of the Company or NextNet.

 

(a)          Ifthe Company shall at any time consolidate with or merge into to anothercorporation (where the Company is not the continuing corporation after suchmerger, consolidation, sale of all or substantially all of its assets or otherchange-in-control), or the Company shall sell, transfer or lease all orsubstantially all of its assets, then, in any such case, the

 

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Purchaser thereupon (and thereafter) shall continue to be entitled to bebound by the terms of this Agreement and shall be entitled to receive thenumber of Shares determined in accordance with Section 1 above.

 

(b)          IfNextNet 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 orlease all or substantially all of its assets, then, in any such case, thePurchaser thereupon (and thereafter) shall be entitled to receive the number ofShares (or the proceeds resulting from the sale of such Shares in connectionwith such merger, consolidation, or other change-in-control) determined inaccordance with Section 1 above.

 

6.             Insolvency orBankruptcy of the Company or NextNet. Upon the insolvency or bankruptcy (whether voluntary or involuntary) ofthe Company or NextNet, or the appointment of or taking possession by areceiver, liquidator, assignee, trustee, custodian, sequestrator (or othersimilar official) of the Company or NextNet or any substantial part of theCompany’s or NextNet’s property, or any general assignment for the benefit of creditorsof the Company or NextNet, the Purchaser shall be an unsecured general creditorof the Company or NextNet, as applicable, and shall not have any securityinterest or other rights in connection with this Agreement or the Sharespurchased hereunder.

 

7.             Miscellaneous.

 

(a)          BindingEffect.  This Agreement shall bebinding upon and inure to the benefit of and be enforceable against the partieshereto and their respective successors and permitted assigns.

 

(b)          GoverningLaw.  This Agreement shall in all respectsbe governed by, and enforced and interpreted in accordance with, the laws ofthe State of Minnesota, except with respect to its rules relating to conflictsof laws.

 

(c)          Legends.  The Shares issued to the Purchaser pursuantto this Agreement shall contain the following legends:

 

**THESESHARES 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 OROTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OREXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS.  ACCORDINGLY, THESE SHARES MAY NOT BE SOLD, TRANSFERRED OROTHERWISE DISPOSED OF WITHOUT (i) AN OPINION OF COUNSEL SATISFACTORY TO ZAMBACORPORATION THAT SUCH SALE, TRANSFER OR OTHER DISPOSITION MAY LAWFULLY BE MADEWITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATESECURITIES LAWS OR (ii) SUCH REGISTRATION.**

 

**THESHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT BY AND AMONG THECOMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY (A COPY OF WHICH MAY BEOBTAINED FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THEPERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOMEBOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT.**

 

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**THESALE, PLEADE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THISCERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN RIGHT OF FIRSTREFUSAL AGREEMENT BY AND BETWEEN THE STOCKHOLDER, THE CORPORATION AND CERTAINHOLDERS OF PREFERRED STOCK OF THE CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THESECRETARY OF THE CORPORATION**

 

(d)          Notices.  All notices, consents, requests, demands,instructions or other communications provided for herein shall be in writingand shall be deemed validly given, made and served when (a) deliveredpersonally, (b) sent by certified or registered mail, postage prepaid,(c) sent by reputable overnight delivery service, or (d) sent bytelephonic facsimile transmission, and, pending the designation of anotheraddress, addressed as follows:

 
| If to the  Company:  |   | Zamba Corporation                   |   |
|----------------------|--------|-------------------------------------|--------|
|                 |   | 3033 Excelsior  Blvd., Suite 200    |   |
|                 |   | Minneapolis,  Minnesota 55416       |   |
|                 |   | Attn:  Chief Financial Officer |   |
|                 |   | Fax: (952)  893-3948                |   |
|                 |   |                                |   |
| If to the Purchaser: |   |                                |   |
|                 |   |                                |   |
|                 |   |                                | Fax:   |   |
|                      |        |                                     |        |  |

 

(e)          EntireAgreement and Counterparts.  ThisAgreement evidences the entire agreement between the Company and the Purchaserrelating to the subject matter hereof and supersedes in all respects any andall prior oral or written agreements or understandings.  This Agreement may not be amended ormodified, and no provisions hereof may be waived, except by written instrumentsigned by both the Company and the Purchaser. This Agreement may be executed in counterparts, each of which shall bedeemed an original and all of which, when taken together, shall constitute oneAgreement.

 

(f)           ThePurchaser and the Company understand the meaning and legal consequences of theagreements, representations and warranties contained herein.  The Purchaser and the Company agree thatsuch agreements, representations and warranties shall survive and remain infull force and effect after the execution hereof and payment for the Shares.

 

(g)          Anycontroversy or claim arising out of or relating to this Agreement, theSubscriber’s purchase of Shares or any breach of this Agreement, shall besettled by arbitration administered by the American Arbitration Association inaccordance with its Securities Arbitration Rules, and judgment on the awardrendered by the Arbitrator(s) may be entered in any court having jurisdictionthereof.

 

(h)          Headings.  Section headings used in this Agreement haveno legal significance and are used solely for convenience of reference.

 

(i)           Expenses.  Each party shall pay for its own legal,accounting and other similar expenses incurred in connection with thetransaction contemplated by this Agreement.

 

IN WITNESSWHEREOF, the Company and the Purchaser have executed this Agreement as of thedate set forth in the first paragraph.

 

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| THE COMPANY:      | THE PURCHASER:              |
|-------------------|-----------------------------|
|              |                        |
| ZAMBA CORPORATION |                        |
|              |                        |
| By:               |  /s/ Michael H. Carrel |   | /s/ Robert S. Tallard |   |
| Name:             |  Michael H. Carrel     | Name: Bob Tallard |
| Title :           |  CFO                   |   |
|                   |                             |  |  |  |

 

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