**Exhibit10.07**

**SETTLEMENTAGREEMENT**

**&**

**RELEASE**

 

This Settlement Agreementand Release (“Agreement”) is made and entered into by and between**WTACAMPBELL TECHNOLOGY PARK, LLC, a California limited liability company**(“WTA Campbell”), on the one hand, and**ZAMBA CORPORATION, a Delawarecorporation** (“Zamba”), on the other hand.   WTA Campbell and Zamba are referred toherein as “Party” and/or collectively referred to herein as “the Parties.”  By the terms of this Agreement, the Partiesagree as follows:

 

**RECITALS**

 

WHEREAS, the partiesentered into a Lease dated January 4, 2000, wherein WTA Campbell was the Lessorand Zamba was the Lessee (“the Lease”). The Lessor leased to Lessee and Lessee leased from Lessor the premisesconsisting of approximately 28,023 rentable square feet and commonly known as655 Campbell Technology Parkway, Suite 100, City of Campbell, County of SantaClara, State of California (“the Premises”).

 

WHEREAS, on or about July18, 2002, WTA Campbell through the filing of a Complaint sued Zamba in theCalifornia Superior Court, County of Santa Clara, in an action entitled WTACampbell Technology Park, LLC vs. Zamba Corporation, case number CV 809570(the “Action”).

 

WHEREAS, Zamba answeredthe Action and denied every material allegation contained therein and disputedliability.

 

WHEREAS, the Parties nowdesire to settle all claims between and among themselves arising out of and inconnection with or otherwise related to the claims made in the Action.

 

NOW, THEREFORE, inconsideration of the respective covenants by, between and among the Parties asset forth below the Parties hereby agree to the following:

 

**AGREEMENT**

 

1. Stipulation forJudgment.   Theparties have stipulated to a Judgment, (a copy of which is attached hereto andincorporated herein by reference as “Exhibit A”) pursuant to CaliforniaCode of Civil Procedure, Section 664.6 in favor of WTA Campbell and againstZamba for the sum of $729,300.00, payable as follows:

 

(a)           Zamba to pay WTA Campbell $65,000.00on the first day of each month for a 10-month period, commencing on the laterof October 1, 2002, or two business days following execution of this Agreementby the Parties, and ending July 1, 2003 with a final payment of $58,300.00 onAugust 1, 2003; plus

 

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(b)           Zamba to pay WTA Campbell anadditional payment of $15,000.00 on the later of October 1, 2002, or twobusiness days following execution of this Agreement by the Parties; plus

 

(c)           Zamba to pay WTA Campbell anadditional payment of $ 6,000.00 on November 1, 2002; plus

 

(d).          Zamba Corporation shall vacate thePremises no later than December 8, 2002;

 

In addition, the Judgmentwill provide that in the event of a default by Zamba, WTA Campbell shall beentitled to recover reasonable attorneys’ fees and costs incurred in connectionwith any proceeding to enter, collect and/or enforce the Judgment.

 

Entry and execution ofthe Judgment shall be stayed provided that Zamba regularly pays theinstallments and performs in the manner provided herein.  For the purpose of this Agreement, andpursuant to California Code of Civil Procedure Section 664.6, the Partiesstipulate that the Santa Clara County Superior Court shall retain jurisdictionover Zamba to enforce the settlement until performance in full has beenachieved of its terms.

 

In the event Zambadefaults in the payment of the installments or fails to perform in the mannerprovided herein, WTA Campbell shall provide written notice of said default byfaxing said notice to Zamba, Attention: General Counsel, Fax Number (952)893-3935.  If Zamba fails to cure thedefault within ten (10) calendar days of said notice, Judgment shall be enteredand the balance of the Judgment shall be immediately due and payable and WTACampbell shall be entitled to take all legal means to execute and collect theunpaid balance and/or enforce the terms of the Judgment.  Zamba hereby expressly waives notice ofentry of Judgment, notice of and right to any hearing regarding entry ofJudgment.

 

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

 

Provided Zamba regularlypays 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 aRequest for Dismissal with Prejudice.

 

Additionally, the Partiesagree that WTA Campbell shall retain the cash Security Deposit which iscurrently understood to be of $51,834.00 and the remaining balance of the lineof credit component of the Security Deposit, which is currently understood tobe $3,483.00.

 

2.  Release.  As and for further consideration of thecovenants herein, WTA Campbell does hereby release and discharge Zamba, itsemployees, agents, representatives, officers, directors, shareholders,successors, attorneys, assigns and insurers, and each of them, of and from anyand all claims, demands, liabilities, losses, costs, attorney’s fees, damages,and expenses of any kind whatsoever, known or unknown, actual or contingentrelating to or connected with in the Action and/or the Lease.

 

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As and for furtherconsideration of the affirmative covenants herein, Zamba does hereby releaseand discharge WTA Campbell, its employees, agents, representatives, officers,directors, shareholders, successors, attorneys, assigns and insurers, and eachof them, of and from any and all claims, demands, liabilities, losses, costs,attorney’s fees, damages, and expenses of any kind whatsoever, known orunknown, actual or contingent relating to or connected with the Action and/orthe Lease.

 

The Parties expresslywaive any and all rights and benefits confirmed upon them by the provisions ofany law limiting the scope of a general release, including, but not limited to,Section 1542 of the California Civil Code, which reads as follows:

 

**Ageneral release does not extend to claims which the creditor does not know orsuspect to exist in his favor at the time of executing the release, which ifknown by him must have materially affected his settlement with the debtor.**

** **

The Parties herebyacknowledge that the foregoing waiver of the provisions of Section 1542 of theCalifornia Civil Code was separately bargained for.  The Parties expressly agree that the release provisions are givenfull force and effect in accordance with each and all of their express termsand provisions, including those terms and provisions relating to unknown orunsuspected claims, demands and causes of action, if any, to the same extent asthose terms and provisions relating to any other claims and/or causes of actionspecified above.  The Parties assume therisks of the discovery or understanding of any matter or law which, if known orunderstood, would in any respect have affected this Agreement.

 

3. Attorney Feesand Costs.   In theevent a dispute arises with respect to any provision of this Agreement or theJudgment, the prevailing Party shall be entitled to recover its costs andreasonable attorney’s fees.

 

4.  Applicable Law.  The terms of this Agreement shall begoverned by, and construed in accordance with, the laws of the State ofCalifornia.

 

5.  Successors and Assigns.  This Agreement shall be binding on theheirs, legal representatives, successors, and assigns of the parties hereto.

 

6.  Representations and Warranties.  The Parties represent and warrant that theyhave not assigned, transferred or conveyed to any third party rights to anyreleased claims and the Parties will not commence, maintain, initiate orprosecute, any claim based upon a released claim transferred in violation ofthis paragraph’s representation or warranty. Each person that enters into executing this Agreement on behalf of anyother person or entity does hereby personally represent and warrant to theother Party(ies) that he or she has the authority to execute this Agreement onbehalf of and fully bind, such principal.

 

7.  Severability.  In the event any portion of this Agreementshall be judicially determined

 

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to be invalid orunenforceable to any extent, the same shall extend to be deemed severable fromthis Agreement and any invalidity or unenforceability thereof shall not affectthe validity and unenforceability of the remaining portions of this Agreement.

 

8.  Integrated Agreement.   This Agreement contains the entireagreement between the Parties relating to the transactions contemplated herebyand all prior or contemporaneous agreements, understandings, representationsand statements, oral or written, are merged into this Agreement.

 

9.  Amendment.  No modification or waiver or discharge ofthis Agreement shall be valid unless it is in writing and signed by the Partyagainst which the enforcement of the modification, waiver or discharge is ormade be sought.

 

10.  Anti-Waiver.  The failure of any Party to this Agreementto enforce any of its rights arising by reason of any breach of covenant on thepart of any other party will not constitute a waiver of such breach.  A waiver of a particular breach will not bedeemed to be a waiver of the same or any other subsequent breach.

 

11.  Independent Advice of Counsel.  The Parties represent and declare that inexecuting this Agreement, they rely solely upon their own judgment, belief andknowledge and the advice and recommendations of their own independentlyselected counsel concerning the nature, extent and duration of the rights andclaims hereunder and regarding all matters which relate in any way to thesubject matter hereof and that, except as provided, they have not been influencedin any way to any extent whatsoever in executing this Agreement by anyrepresentation, statements or admissions pertaining to any of the foregoingmatters by any party or by persons representing any party to this Agreement.

 

12.Interpretation.  ThisAgreement has been jointly negotiated and drafted.  The language in this Agreement shall be construed as a wholeaccording to its fair meaning and not strictly for or against any of theParties.  The Parties agree to executesuch other documents, take such other action as may reasonably be necessary tofurther the purpose of this Agreement.

 

13.  Force Majeure.  If the performance of any act required bythis Agreement or any obligation hereunder is prevented, restricted, delayed orinterfered with by reason of an act of God, strike, lockout, labor troubles,restrictive governmental laws or regulations, or any other cause, exceptfinancial inability, that is not the fault of the party required to perform theact, the time for performance of the act will be extended for a periodequivalent to the period of delay, and performance of the act during the periodof delayed will be excused.  However,nothing contained in this paragraph shall excuse the prompt payment of moniesby Zamba as required by this Agreement.

 

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14.  Counter-Parts and Execution.  This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shallconstitute 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 partyupon execution.  In addition, a copy ofthis Agreement executed by a party hereto and telecopied to the other party shallbe deemed to constitute delivery of an originally executed copy of thisAgreement to the other party.  Afacsimile signature shall be enforceable to the same extent as an originalsignature.

 
| **WTA CAMPBELL TECHNOLOGY  PARK, LLC, a California limited  liability company** | **ZAMBA CORPORATION, a Delaware  corporation** |
|---------------------------------------------------------------------------------|------------------------------------------------|
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| 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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