Exhibit 10.01

AGREEMENT AND PLAN OF REORGANIZATION
among
ZAMBA CORPORATION
ZFA CORP.
FUSION CONSULTING, INC.
THE SHAREHOLDERS
appearing on the signature page hereto
and the
SHAREHOLDER REPRESENTATIVE
appearing on the signature page hereto
Dated as of January 7, 2000



## 

TABLE OF CONTENTS

|ARTICLE I THE MERGER                                                      |  | 1                                                       
|------------------------------------------------------------------------- |  | --------------------------------------------------------
|SECTION 1.1                                                               |  | The Merger                                              
|SECTION 1.2                                                               |  | Effective Time; Closing                                 
|SECTION 1.3                                                               |  | Effect of the Merger                                    
|SECTION 1.4                                                               |  | Certificate of Incorporation; Bylaws                    
|SECTION 1.5                                                               |  | Directors and Officers                                  
|SECTION 1.6                                                               |  | Effect on Capital Stock                                 
|SECTION 1.7                                                               |  | Delivery of Parent Shares                               
|SECTION 1.8                                                               |  | Escrowed Shares                                         
|SECTION 1.9                                                               |  | No Fractional Shares                                    
|SECTION 1.10                                                              |  | Effect of Failure to Deliver Fusion Common Stock        
|SECTION 1.11                                                              |  | Distributions With Respect to Unexchanged Shares        
|SECTION 1.12                                                              |  | Transfers of Ownership                                  
|SECTION 1.13                                                              |  | No Further Ownership Rights in Fusion Common Stock      
|SECTION 1.14                                                              |  | Lost, Stolen or Destroyed Certificates                  
|SECTION 1.15                                                              |  | Tax Consequences                                        
|SECTION 1.16                                                              |  | Taking of Necessary Action; Further Action              
|SECTION 1.17                                                              |  | Legends on Shares                                       
|ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS             |  | 4                                                       
|SECTION 2.1                                                               |  | Share Ownership                                         
|SECTION 2.2                                                               |  | Legal Power; Organization; Qualification of Shareholders
|SECTION 2.3                                                               |  | Binding Agreement                                       
|SECTION 2.4                                                               |  | No Shareholder Conflict or Default                      
|SECTION 2.5                                                               |  | Ownership and Possession of Shares                      
|SECTION 2.6                                                               |  | Dissenter's Rights                                      
|SECTION 2.7                                                               |  | Dividends                                               
|SECTION 2.8                                                               |  | Accounting Matters                                      
|SECTION 2.9                                                               |  | Investment Representations                              
|SECTION 2.10                                                              |  | Restrictions on Transfer                                
|SECTION 2.11                                                              |  | Investigation                                           
|ARTICLE III REPRESENTATIONS AND WARRANTIES OF FUSION AND THE SHAREHOLDERS |  | 6                                                       
|SECTION 3.1                                                               |  | Organization of Fusion                                  
|SECTION 3.2                                                               |  | Fusion Capital Structure                                
|SECTION 3.3                                                               |  | Obligations With Respect to Capital Stock               
|SECTION 3.4                                                               |  | Authority                                               
|SECTION 3.5                                                               |  | Fusion Financial Statements                             
|SECTION 3.6                                                               |  | Absence of Certain Changes or Events                    
|SECTION 3.7                                                               |  | Taxes                                                   

i



|SECTION 3.8                                                        |  | Restrictions on Business Activities                         |  | 11
|------------------------------------------------------------------ |  | ----------------------------------------------------------- |  | --
|SECTION 3.9                                                        |  | Title to Properties; Absence of Liens and Encumbrances      |  | 12
|SECTION 3.10                                                       |  | Intellectual Property                                       |  | 12
|SECTION 3.11                                                       |  | Compliance; Permits; Restrictions                           |  | 13
|SECTION 3.12                                                       |  | Litigation                                                  |  | 14
|SECTION 3.13                                                       |  | Brokers' and Finders' Fees; Transaction Expenses            |  | 14
|SECTION 3.14                                                       |  | Employee Benefits                                           |  | 14
|SECTION 3.15                                                       |  | Employment Matters                                          |  | 15
|SECTION 3.16                                                       |  | Environmental Matters                                       |  | 16
|SECTION 3.17                                                       |  | Agreements, Contracts and Commitments                       |  | 16
|SECTION 3.18                                                       |  | Accounting Matters                                          |  | 17
|SECTION 3.19                                                       |  | Entire Business                                             |  | 17
|SECTION 3.20                                                       |  | Change in Control                                           |  | 17
|SECTION 3.21                                                       |  | Insurance                                                   |  | 17
|SECTION 3.22                                                       |  | Bank Accounts                                               |  | 17
|SECTION 3.23                                                       |  | Prior Transactions                                          |  | 17
|SECTION 3.24                                                       |  | Other                                                       |  | 17
|ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB |  | 18                                                         
|SECTION 4.1                                                        |  | Organization of Parent                                      |  | 18
|SECTION 4.2                                                        |  | Capital Structure                                           |  | 18
|SECTION 4.3                                                        |  | Authority                                                   |  | 18
|SECTION 4.4                                                        |  | SEC Filings; Parent Financial Statements                    |  | 19
|SECTION 4.5                                                        |  | Absence of Certain Changes or Events                        |  | 20
|SECTION 4.6                                                        |  | Litigation                                                  |  | 20
|SECTION 4.7                                                        |  | Interim Operations of Merger Sub                            |  | 20
|SECTION 4.8                                                        |  | Pooling Letter From KPMG LLP                                |  | 20
|ARTICLE V CONDUCT OF BUSINESS PENDING THE MERGER                   |  | 20                                                         
|SECTION 5.1                                                        |  | Conduct of Business by Fusion Pending the Merger            |  | 20
|SECTION 5.2                                                        |  | Conduct of Business by Parent and Fusion Pending the Merger |  | 21
|ARTICLE VI ADDITIONAL AGREEMENTS                                   |  | 21                                                         
|SECTION 6.1                                                        |  | Shareholder's Action                                        |  | 21
|SECTION 6.2                                                        |  | Appropriate Action; Consents; Filings                       |  | 22
|SECTION 6.3                                                        |  | Access to Information; Confidentiality                      |  | 22
|SECTION 6.4                                                        |  | No Solicitation of Competing Transactions                   |  | 22
|SECTION 6.5                                                        |  | NMS Listing                                                 |  | 23
|SECTION 6.6                                                        |  | Registration Rights                                         |  | 23
|SECTION 6.7                                                        |  | Fees and Expenses                                           |  | 23
|SECTION 6.8                                                        |  | Public Announcements                                        |  | 23
|SECTION 6.9                                                        |  | Legal Requirements                                          |  | 23
|SECTION 6.10                                                       |  | Affiliates                                                  |  | 23
|SECTION 6.11                                                       |  | Audited Financial Statements                                |  | 23

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|ARTICLE VII CLOSING                    |  | 23                                                    
|-------------------------------------- |  | ------------------------------------------------------
|SECTION 7.1                            |  | Conditions to the Obligations of Each Party           
|SECTION 7.2                            |  | Conditions to the Obligations of Parent and Merger Sub
|SECTION 7.3                            |  | Conditions to the Obligations of Fusion               
|ARTICLE VIII TERMINATION AND AMENDMENT |  | 25                                                    
|SECTION 8.1                            |  | Termination                                           
|SECTION 8.2                            |  | Effect of Termination                                 
|SECTION 8.3                            |  | Amendment                                             
|SECTION 8.4                            |  | Waiver                                                
|ARTICLE IX INDEMNIFICATION AND ESCROW  |  | 26                                                    
|SECTION 9.1                            |  | Indemnification by the Company Shareholders           
|SECTION 9.2                            |  | Indemnification by Parent and Merger Sub              
|SECTION 9.3                            |  | Procedure for Third Party Claims                      
|SECTION 9.4                            |  | Indemnity Period                                      
|SECTION 9.5                            |  | Satisfaction of Indemnification Claim                 
|SECTION 9.6                            |  | The Shareholder Representative                        
|ARTICLE X DISPUTE RESOLUTION           |  | 28                                                    
|SECTION 10.1                           |  | Initial Meeting                                       
|SECTION 10.2                           |  | Mediation                                             
|SECTION 10.3                           |  | Binding Arbitration                                   
|SECTION 10.4                           |  | Discovery                                             
|SECTION 10.5                           |  | Expeditious Proceedings                               
|SECTION 10.6                           |  | Attorneys' Fees                                       
|SECTION 10.7                           |  | Enforcement of Awards                                 
|SECTION 10.8                           |  | Equitable Relief                                      
|ARTICLE XI GENERAL PROVISIONS          |  | 29                                                    
|SECTION 11.1                           |  | Representations, Warranties and Agreements            
|SECTION 11.2                           |  | Notices                                               
|SECTION 11.3                           |  | Interpretation                                        
|SECTION 11.4                           |  | Counterparts                                          
|SECTION 11.5                           |  | Entire Agreement                                      
|SECTION 11.6                           |  | Severability                                          
|SECTION 11.7                           |  | Other Remedies; Specific Performance                  
|SECTION 11.8                           |  | Governing Law                                         
|SECTION 11.9                           |  | Rules of Construction                                 
|SECTION 11.10                          |  | Assignment                                            

iii



ANNEXES, EXHIBITS AND SCHEDULES

|Annex I    |  | Amended and Restated Articles of Incorporation of Merger Sub
|---------- |  | ------------------------------------------------------------
|Schedule A |  | Share Ownership Information                                 
|Exhibit A  |  | Escrow Agreement                                            
|Exhibit B  |  | Purchaser Representative Letter                             
|Exhibit C  |  | Shareholder Pooling Letter                                  
|Exhibit D  |  | Pooling Comfort Letter                                      
|Exhibit E  |  | Registration and Rights Agreement                           
|Exhibit F  |  | Employment Agreement                                        
|Exhibit G  |  | Lock-Up Agreement                                           

iv



INDEX OF DEFINED TERMS

|Defined Term                            |  | Location
of Definition
|--------------------------------------- |  | ----------------------
|Accelerated Stock Options               |  | 6.5(a)                
|Adjusted Parent Stock Price             |  | 1.6(b)                
|Agreement                               |  | 1.2                   
|Allocation Ratio                        |  |                       
|Ancillary Agreements                    |  |                       
|Articles of Merger                      |  | 1.2                   
|Average Parent Stock Price              |  | 1.6(b)                
|Balance Sheet Date                      |  | 2.5                   
|Certificates                            |  | 1.7                   
|Closing                                 |  | 1.2                   
|Closing Date                            |  | 1.2                   
|Code                                    |  | Recitals              
|Common Exchange Ratio                   |  | 1.6(a)                
|Competing Transaction                   |  | 6.4(b)                
|Customers                               |  | 3.17(c)               
|Damages                                 |  | 9.1                   
|Drop Dead Date                          |  | 8.1(b)                
|Dissenter's Rights                      |  | 2.6                   
|Effective Time                          |  | 1.2                   
|Employee Benefit Plan                   |  | 3.14(a)               
|ERISA                                   |  | 3.14(a)               
|ERISA Affiliate                         |  | 3.14(a)               
|Escrow Agreement                        |  | 1.8                   
|Exchange Act                            |  | 4.4                   
|Fully Diluted Fusion Shares Outstanding |  | 1.6(e)                
|Fusion                                  |  | Parties               
|Fusion Balance Sheet                    |  | 3.5                   
|Fusion Common Stock                     |  | 3.2                   
|Fusion Disclosure Schedule              |  | Article III           
|Fusion Financial Statements             |  | 2.5                   
|Fusion Intellectual Property            |  | 3.10                  
|Fusion Material Adverse Effect          |  | 3.1                   
|Fusion Permits                          |  | 3.11(b)               
|Liens                                   |  | 3.7(b)                
|Merger                                  |  | 1.1                   
|Merger Sub                              |  | Parties               
|Millenial Date Data                     |  | 3.1(e)                
|NASDAQ                                  |  | 1.6(b)                
|Notice of Dispute                       |  | 10.1                  
|Parent Balance Sheet                    |  | 4.4(b)                
|Parent Common Stock                     |  | 1.6(a)                
|Parent Financials                       |  | 4.4(b)                
|Parent Material Adverse Effect          |  | 4.1                   
|Parent SEC Reports                      |  | 4.4(a)                
|Registration and Rights Agreement       |  | 6.6                   
|Representatives                         |  | 6.3                   
|Returns                                 |  | 3.7(b)                

v



|SEC                        |  | 1.19      
|-------------------------- |  | ----------
|Securities Act             |  | 4.4       
|Several Representations    |  | Article II
|Shareholders               |  | Parties   
|Shareholder Representative |  | Parties   
|Software                   |  | 3.1(d)    
|Shareholders Action        |  | 5.1       
|Subsidiary                 |  | 3.1       
|Surviving Corporation      |  | 1.1       
|System                     |  | 3.1(f)    
|Tax                        |  | 3.7(a)    
|Terminating Fusion Breach  |  | 8.1(f)    
|Terminating Parent Breach  |  | 8.1(e)    
|Third Party Claim          |  | 9.3       

vi



## 

AGREEMENT AND PLAN OF REORGANIZATION

This AGREEMENT AND PLAN OF REORGANIZATION dated as of January 7, 2000 among Zamba Corporation
("Parent"), a Delaware corporation, ZFA Corp. ("Merger Sub"), a Delaware corporation and a wholly owned
subsidiary of Parent, Fusion Consulting, Inc. ("Fusion"), a Colorado corporation, the shareholders of Fusion (the
"Shareholders") appearing on the signature pages hereto and the shareholder representative (the "Shareholder Representative") appearing on the
signature pages hereto.

RECITALS

A.  Upon
the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law and Colorado Business Corporation Act
Parent and Fusion will enter into a business combination transaction pursuant to which Fusion will merge with and into Merger Sub.

B.  Parent,
Fusion, Merger Sub and the Shareholders desire to make certain representations and warranties and other agreements in connection with the Merger.

C.  The
parties intend, by executing this Agreement, to adopt a plan of reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as
amended (the "Code").

D.  The
parties intend that for accounting purposes the transaction be treated as a "pooling of interests" under
generally accepted accounting principles.

NOW,
THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

ARTICLE I   THE MERGER

SECTION
1.1The Merger.At the Effective Time and subject to and upon the terms and conditions of this
Agreement and the applicable provisions of the Delaware General Corporation Law ("DGCL") and the Colorado Business Corporation Act ("CBCA") Fusion shall be merged (the
"Merger") with and into Merger Sub, the separate corporate existence of Fusion shall cease and Merger Sub shall continue as the surviving corporation
(sometimes referred to herein as the "Surviving Corporation").

SECTION
1.2Effective Time; Closing.Subject to the provisions of this Agreement, the parties hereto
shall cause the Merger to be consummated by filing a certificate of merger with the Delaware Secretary of State in accordance with the relevant provisions of the DGCL (the "Delaware Certificate of
Merger") and a certificate of merger with the Colorado Secretary of State in accordance with the relevant provisions of the CBCA (the "Colorado Certificate of Merger") as soon as practicable on or
after the Closing Date. When used in this Agreement, "Effective Time" means the date and time specified in the Delaware Certificate of Merger as the date and time at which the Merger shall become
effective, which date and time shall not precede the time of filing of the Colorado Certificate of Merger and shall not be later than the third business day following the Closing Date. Unless the
context otherwise requires, the term "Agreement" as used herein includes this Agreement and Plan of Reorganization and the Delaware and Colorado
Certificates of Merger. The closing (the "Closing") of
the merger shall take place at the offices of Zamba Corporation, at a time and date to be specified by Parent and Fusion (the "Closing Date") which
shall be no later than 20 days following the date of execution hereof.

SECTION
1.3Effect of the Merger.At the Effective Time, the effect of the Merger shall be as provided
in this Agreement and the applicable provisions of the DGCL and CBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges,
powers and franchises of Fusion and Merger Sub shall vest in the Surviving Corporation, and all debts,

1



liabilities
and duties of Fusion and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

SECTION
1.4Certificate of Incorporation; Bylaws.



SECTION
1.5Directors and Officers.The directors of Merger Sub immediately prior to the Effective Time
shall be the initial directors of the Surviving Corporation, to serve until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub immediately prior to the
Effective Time shall be the initial officers of the Surviving Corporation, to serve until their successors are duly elected or appointed or qualified.

SECTION
1.6Effect on Capital Stock.At the Effective Time, by virtue of the Merger and without any
action on the part of Merger Sub, Fusion or the holders of capital stock of Merger Sub or Fusion, the following actions shall occur with respect to the capital stock of Fusion and Merger Sub:



SECTION
1.7Delivery of Parent Shares.Within fourteen (14) days after the Effective Time,
Parent shall deliver to the Shareholders a number of shares of Parent Common Stock calculated in accordance with Section 1.6, less the number of shares of Parent Common Stock to be deposited
into escrow pursuant to Section 1.8, and each Shareholder shall surrender all certificates ("Certificates") representing such Shareholder's
shares of Fusion Common Stock in exchange therefor.

SECTION
1.8Escrowed Shares.Within 14 days of the Closing Date, Parent, on behalf of the
Shareholders, shall deposit into escrow, in accordance with the terms of the Escrow Agreement (the "Escrow Agreement") in the form attached hereto as Exhibit A, to be entered into pursuant to
Section 7.2(e), 10% of the shares (the "Indemnity Escrow Amount") of Parent Common Stock to be issued pursuant to Section 1.6 registered in the name of the Escrow Agent. The Indemnity
Escrow Amount shall be deposited on behalf of the Shareholderspro ratabased on the Allocation Ratio, from the shares of

2



Parent
Common Stock to be issued and delivered to each Shareholder as of the Effective Time. "Allocation Ratio" means (i) the number of shares of
Parent Common Stock to be issued to such Shareholder with respect to all its shares of Fusion Common Stock divided by (ii) the total number of shares of Parent Common Stock to be issued as of
the Effective Time to all the Shareholders.

SECTION
1.9No Fractional Shares.No certificates or scrip representing fractional shares of Parent
Common Stock shall be issued upon the surrender for exchange of Certificates, and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a stockholder of
Parent. All shares of Parent Common Stock to be issued pursuant to Section 1.6 shall be rounded up to the nearest whole share.

SECTION
1.10Effect of Failure to Deliver Fusion Common Stock.Until surrendered in accordance with the
provisions of this Section, each certificate representing Fusion Common Stock held by a Shareholder shall be deemed from and after the Effective Time, for all corporate purposes, to evidence only
ownership of the number of full shares of Parent Common Stock into which such shares of Fusion Common Stock shall have been so converted and any dividends or distributions to which the holder is
entitled pursuant to Section 1.11.

SECTION
1.11Distributions With Respect to Unexchanged Shares.No dividends or other distributions
declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with
respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any
such Certificate, there shall be paid to the record holder thereof certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, along with the amount of
dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent Common Stock.

SECTION
1.12Transfers of Ownership.If any certificate for shares of Parent Common Stock is to be
issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that (i) the Certificate so surrendered
will be properly endorsed, accompanied by any documents required to evidence and effect such transfer and otherwise in proper form for transfer and that the person requesting such exchange will have
paid to Parent or any agent designated by it any applicable transfer taxes required by reason of the issuance of
a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificate surrendered, or shall provide evidence that any applicable transfer taxes have
been paid, and (ii) the transferee shall execute letters substantially similar to those referenced in Section 2.8 during any period of time when such letters impose restrictions on
transfer.

SECTION
1.13No Further Ownership Rights in Fusion Common Stock.All shares of Parent Common Stock into
which shares of Fusion Common Stock shall have been so converted and any dividends or distributions to which the holder is entitled pursuant to Section 1.11 shall be deemed to have been issued
in full satisfaction of all rights pertaining to such shares of Fusion Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of
Fusion Common Stock that were outstanding immediately prior to the Effective Time. If after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be
canceled and exchanged as provided in this Article I.

SECTION
1.14Lost, Stolen or Destroyed Certificates.In the event any Certificate shall have been lost,
stolen or destroyed, Parent shall direct its transfer agent to issue in exchange for such lost, stolen or destroyed Certificate, upon the making of an affidavit of that fact by the holder thereof,
such shares of Parent Common Stock and any dividends or distributions to which the holder is entitled pursuant to Section 1.11; provided, however, that Parent may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such

3



sum
as it may reasonably direct as indemnity against any claim that may be made against Parent or the transfer agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

SECTION
1.15Tax Consequences.It is intended by the parties hereto that the Merger shall constitute a
reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of
Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

SECTION
1.16Taking of Necessary Action; Further Action.If, at any time after the Effective Time, any
further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights,
privileges, powers and franchises of Fusion and Merger Sub, the officers and directors of Fusion and Merger Sub are fully authorized in the name of their respective corporations or otherwise to take,
and will take, all such lawful and necessary action, so long as such action is consistent with this Agreement.

SECTION
1.17Legends on Shares.Shares of Parent Common Stock issued pursuant to Section 1.6
shall bear the following legend:



ARTICLE II   REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

Each Shareholder, jointly and severally, represents and warrants to Parent and Merger Sub as of the date hereof and as of the Closing Date, as set forth below
(other than the several representations and warranties (the "Several Representations") set forth in Sections 2.9 through 2.11, which are made
severally and not jointly:

SECTION
2.1Share Ownership.The Shareholder is the record and beneficial owner of the number of Shares
set forth opposite such Shareholder's name on Schedule A. The Shareholder does not own any securities issued by, or other obligations of, Fusion which are not listed on Schedule A.

SECTION
2.2Legal Power; Organization; Qualification of Shareholders.The Shareholder is a natural
person or a legal entity of the type set forth opposite such Shareholder's name on Schedule A. Each Shareholder who is a natural person is competent and has all requisite power and authority to
execute and deliver this Agreement and to consummate the Merger. Each Shareholder which is not a natural person has been duly organized, and is validly existing and in good standing, under the laws of
its jurisdiction of formation, has all requisite power and authority to execute and deliver this Agreement and each of the documents and instruments executed in connection therewith (the
"Ancillary Agreements") to which the Shareholder is a party and to consummate the Merger, and has taken all necessary corporate or other action to
authorize the execution, delivery and performance of this Agreement and each of the Ancillary Agreements to which the Shareholder is a party.

SECTION
2.3Binding Agreement.This Agreement has been duly executed and delivered by the Shareholder
and, assuming due and valid authorization, execution and delivery by Parent, Merger Sub and Fusion, where applicable, this Agreement is and each of the Ancillary Agreements to which the Shareholder is
a party, when executed and delivered by the Shareholder will, constitute a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms,
except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and

4



other
similar laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of
equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

SECTION
2.4No Shareholder Conflict or Default.



SECTION
2.5Ownership and Possession of Shares.The shares of Fusion Common Stock, owned by the
Shareholder, and the certificates representing such Fusion Common Stock are now, and at all times during the term hereof shall be, held by the Shareholder, or by a nominee or custodian for the sole
and exclusive benefit of the Shareholder, free and clear of all Liens (as defined herein) whatsoever, except for any Liens created by this Agreement and Liens arising under any federal or state
securities laws.

SECTION
2.6Dissenter's Rights.The Shareholder represents and warrants that (1) the Shareholder
has been advised of the dissenters rights set forth in Article 113 of the CBCA ("Dissenter's Rights") and (ii) further represents that by approving the Merger as required by
Section 6.1, such Shareholder waives any statutory notice under the CBCA of the Dissenters Rights and hereby waives the Dissenters Rights.

SECTION
2.7Dividends.Each Shareholder represents, warrants and agrees that, with respect to all
amounts previously paid to the Shareholders and previously classified as dividends which the parties have agreed to reclassify as wages, each Shareholder shall pay to the appropriate taxing
authorities all federal and state income tax and the employee portion of all social security and medicare taxes and any local taxes due and owing with respect to such dividends, and the Parent will
pay the employer portion of such social security and medicare.

SECTION
2.8Accounting Matters.



5





Each
Shareholder individually and not jointly, makes the following representations and warranties as of the date hereof and as of the Closing Date:

SECTION
2.9Investment Representations.The Shareholder, either individually or through a purchaser
representative (as evidenced by the Purchaser Representative Letter attached hereto as Exhibit B, has such knowledge and experience in financial and business matters that he or it is capable of
evaluating the merits and risks of an investment in shares of the Parent Common Stock. The Shareholder is acquiring the Parent Common Stock for the Shareholder's own account for investment and not
with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing the Parent Common Stock. The Shareholder acknowledges that the shares of Parent
Common Stock are restricted securities that are unregistered; that the Shareholder must hold the Shares indefinitely unless they are subsequently registered under the Securities Act or an exemption
from such registration is available; and that the Registration Rights Agreement constitutes the only obligation of Parent to register the Shares. The Shareholder is a resident of the State of
Colorado.

SECTION
2.10Restrictions on Transfer.The Shareholder will not sell, transfer, distribute or otherwise
dispose of the Parent Common Stock except (a) (i) pursuant to an effective registration statement under the Securities Act as then in effect covering the Shares and proposed
distribution, or (ii) upon first furnishing to Parent an opinion of counsel reasonably satisfactory to it stating that the proposed disposition is not in violation of the registration
requirements of the Securities Act and such undertakings and agreements with Parent by the proposed transferee as Parent may reasonably require to ensure compliance with the Securities Act; and
(b) in accordance with the terms of the Lock-Up Agreement in the form attached hereto as Exhibit G.

SECTION
2.11Investigation.The Shareholder has been furnished with, and has had an opportunity to
read, the Agreement and all materials relating to the business, finances, operations, and prospects of Parent that have been reasonably requested by it, including but not limited to the reports filed
by Parent with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. Each Shareholder understands that the Shares are being or will be issued in exchange
for Fusion Common Stock without any particular offering or disclosure document, but acknowledges that the Shareholder has been given ample opportunity to ask questions and request information of and
receive answers from Parent officials concerning the business, finances and operations of Parent.

ARTICLE III   REPRESENTATIONS AND WARRANTIES OF FUSION AND THE SHAREHOLDERS

Fusion and each of the Shareholders jointly and severally represent and warrant to Parent and Merger Sub as of the date hereof and as of the Closing Date,
subject to the exceptions specifically disclosed in writing in the disclosure schedule supplied by Fusion to Parent (the "Fusion Disclosure Schedule"),
the section references of which correspond to the sections and subsections of this Agreement to which they relate, as follows:

SECTION
3.1Organization of Fusion.Fusion is a corporation duly organized, validly existing and in
good standing under the laws of the State of Colorado, has the requisite corporate power to own, lease and operate its property and to carry on its business as now being conducted and as proposed by
Fusion to be conducted, and is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified would have an Fusion Material
Adverse Effect. Fusion has no Subsidiaries. Fusion has delivered or made available to Parent a true and correct copy of its Articles of Incorporation and its Bylaws each as amended to date. The minute
books of Fusion made available to Parent are the only minute books of Fusion, and the minutes contain an accurate record of all actions

6



taken
in all meetings of directors (or committees thereof) and Shareholders or by written consent. The term "Fusion Material Adverse Effect" means, for
purposes of this Agreement, any change, event or effect that is, or that would reasonably be expected to be, materially adverse to the business, assets (including intangible assets), financial
condition or prospects of Fusion or the Surviving Corporation. "Subsidiary" means, with respect to any party, any corporation or other organization,
whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which
held by such party or any Subsidiary of such party do not have a majority of the voting interest in such partnership) or (ii) at least 50% of the securities or other interests having by their
terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization are directly or indirectly owned
or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries.

SECTION
3.2Fusion Capital Structure.



SECTION
3.3Obligations With Respect to Capital Stock.There are no equity securities of any class of
Fusion, options, warrants, or any securities exchangeable or convertible into or exercisable for such equity securities, issued, reserved for issuance or outstanding, there are no calls, rights
(including preemptive rights), commitments or agreements of any character to which Fusion is a party or by which it is bound obligating Fusion to issue, deliver or sell, or cause to be issued,
delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock of Fusion or obligating Fusion to grant, extend,
accelerate the vesting of or enter into any such option, warrant, equity security, call, right, commitment or agreement. There are no registration rights and, to the knowledge of Fusion or any
Shareholder, there are no voting trusts, proxies or other agreements or understandings, with respect to any equity security of any class of Fusion.

SECTION
3.4Authority.(a) Fusion has all requisite corporate power and authority to enter into
this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of Fusion. This Agreement has been duly executed and delivered by Fusion and, assuming the due authorization, execution and delivery by Parent
and Merger Sub, this Agreement constitutes the valid and binding obligation of Fusion, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general

7



principles
of equity. The execution and delivery of this Agreement by Fusion does not, and the performance of this Agreement by Fusion will not (i) conflict with or violate the Articles of
Incorporation or Bylaws of Fusion, (ii) subject to compliance with the requirements set forth in Section 3.4(b) below, conflict with or violate any law, rule, regulation, order,
judgment or decree (collectively "Laws") applicable to Fusion or by which any of its properties is bound, or (iii) result in any breach of or
constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair the rights of Fusion or alter the rights or obligations of any third party under,
or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or
encumbrance on any of the properties or assets of Fusion pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to
which Fusion is a party or by which Fusion or its properties are bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, defaults or other
occurrences that would not, individually or in the aggregate, have a Fusion Material Adverse Effect. The Fusion Disclosure Schedule lists all consents, waivers and approvals under any of Fusion's
agreements, contracts, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby.



SECTION
3.5Fusion Financial Statements.



8





SECTION
3.6Absence of Certain Changes or Events.Since the Balance Sheet Date, there has not occurred
any Fusion Material Adverse Effect and there has not been, occurred or arisen any:



9





SECTION
3.7Taxes.



10





## 



SECTION
3.8Restrictions on Business Activities.There is no agreement (noncompete or otherwise),
commitment, judgment, injunction, order or decree to which Fusion is a party or, to the knowledge of Fusion or any Shareholder, otherwise binding upon Fusion, that has or reasonably could be expected
to have the effect of prohibiting or impairing in a material way any business practice of Fusion, any acquisition of property (tangible or intangible) by Fusion or the conduct of business by Fusion.
Without limiting the foregoing, Fusion has not entered into any agreement under which Fusion is restricted from selling, licensing or otherwise distributing any of its products or services to any
class of customers, in any geographic area, during any period of time or in any segment of the market, and Fusion has not
granted any exclusive rights with respect to any of its products to any other person except as described in the Fusion Disclosure Schedule.

11



SECTION
3.9Title to Properties; Absence of Liens and Encumbrances.



SECTION
3.10Intellectual Property.(a) Fusion owns, is licensed or otherwise possesses legally
enforceable rights to use, all patents, trademarks, domain names, trade names, service marks, copyrights, and any applications therefor, schematics, technology, know-how, computer software
programs or applications (in both source code and object code form), and tangible or intangible proprietary information or material that are (i) required or reasonably necessary for the conduct
of business of Fusion as currently conducted or (ii) under development for such business (collectively, the "Fusion Intellectual Property").



12





SECTION
3.11Compliance; Permits; Restrictions.



13





SECTION
3.12Litigation.There is no action, suit or proceeding of any nature pending or, to the
knowledge of Fusion or any Shareholder, threatened against Fusion or any of its properties, officers or directors, in their respective capacities as such (i) involving Fusion Intellectual
Property or in which injunctive or other equitable relief or damages in excess of $5,000 are or are reasonably likely to be sought against Fusion or that could otherwise result in a Fusion Material
Adverse Effect or (ii) that in any manner challenges or seeks to prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement. To the knowledge of Fusion or any
Shareholder, there is no investigation pending or threatened against Fusion, its properties or any of its officers or directors by or before any Governmental Entity that would have an Fusion Material
Adverse Effect. The Fusion Disclosure Schedule sets forth, with respect to any pending or threatened action, suit, proceeding or investigation, the forum, the parties thereto, the subject matter
thereof and the amount of damages claimed or other remedy requested. To the knowledge of Fusion or any Shareholder, no Governmental Entity has at any time challenged or questioned in writing the legal
right of Fusion to manufacture, offer or sell any of its products or services in the present manner or style thereof.

SECTION
3.13Brokers' and Finders' Fees; Transaction Expenses.Fusion has not incurred, nor will it
incur, directly or indirectly, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.
Section 3.13 of the Fusion Disclosure Schedule sets forth Fusion' best estimate of legal, accounting and other transaction costs and expenses to be incurred in connection with the Merger.

SECTION
3.14Employee Benefits.



14





SECTION
3.15Employment Matters.



15





SECTION
3.16Environmental Matters.Fusion has complied in all material respects with all applicable
laws and regulations relating to the environment or occupational health and safety. There is no pending or, to the knowledge of Fusion or any Shareholder, threatened civil or criminal litigation,
written notice of violation, formal administrative proceeding, or investigation, inquiry or information request by any Governmental Entity, relating to any such law. There have been no releases by
Fusion, or to Fusion's knowledge, by others, of any chemicals, pollutants, contaminants, or hazardous substances into the environment at any parcel of real property or any facility formerly or
currently owned, leased, operated or controlled by Fusion in violation of environmental law.

SECTION
3.17Agreements, Contracts and Commitments.



16





SECTION
3.18Accounting Matters.Neither Fusion nor any of its Shareholders has taken or agreed to take
any action that would prevent Parent from accounting for the business combination to be effected by the Merger as a pooling of interests under GAAP.

SECTION
3.19Entire Business.None of the Shareholders or their Affiliates own any assets necessary for
the conduct of the business conducted or proposed to be conducted by Fusion.

SECTION
3.20Change in Control.Fusion is not a party to any contract, agreement or understanding which
contains a "change in control," "potential change in control" or similar provision. The consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any
additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Fusion to any person.

SECTION
3.21Insurance.Section 3.21 of the Fusion Disclosure Schedule sets forth each insurance
policy of Fusion. All such insurance policies are in full force and effect and will not be terminated or be subject to termination as a result of the transactions contemplated hereby.

SECTION
3.22Bank Accounts.Section 3.22 of the Fusion Disclosure Schedule sets forth each bank
account of Fusion and lists the authorized signatories with respect thereto.

SECTION
3.23Prior Transactions.All prior transactions for the acquisition of Fusion (whether by stock
purchase, asset sale, merger or otherwise) have been duly and validly terminated. The execution of this agreement does not, and the prior negotiations related thereto, did not, violate any agreement
or letter of intent with any potential acquiror of Fusion.

SECTION
3.24Other.Neither this Agreement nor any of the exhibits hereto nor any of the documents
delivered by or on behalf of the Company pursuant to Article VII hereof nor the schedules,

17



taken
as a whole, contains any untrue statement of a material fact regarding the Company or its business or omits to state a material fact necessary to make this Agreement, the exhibits hereto or any
document executed in connection therewith not misleading.

ARTICLE IV   REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Parent and Merger Sub jointly and severally represent and warrant to Fusion and the Shareholders as of the date hereof, and as of the Closing Date, as follows:

SECTION
4.1Organization of Parent.Parent, Merger Sub and each of the significant Subsidiaries of
Parent is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, has the requisite corporate
or similar power to own, lease and operate its property and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good
standing as a foreign corporation or other legal entity in each jurisdiction in which the failure to be so qualified would have a Parent Material Adverse Effect. The term
"Parent Material Adverse Effect" means, for purposes of this Agreement, any change, event or effect that is, or that would reasonably be expected to be,
materially adverse to the business, assets (including intangible assets), financial condition, results of operations or prospects of Parent and its Subsidiaries taken as a whole.

SECTION
4.2Capital Structure.The authorized capital stock of Parent consists of (i) 55,000,000
shares of Common Stock, par value $.01 per share, of which there were 31,029,517 shares issued and outstanding
as of January 4, 2000, 5,000,000 shares of Preferred Stock, par value $.01 per share, of which 350,000 shares have been designated as Series A Junior Participating Preferred Stock, and
no shares of Preferred Stock were issued and outstanding as of the date hereof, and (iii) rights issued pursuant to the Rights Agreement dated September 12, 1994 between the Registrant
and Norwest Bank Minnesota, NA, as Rights Agent. The authorized capital stock of Merger Sub consists of 100 shares of Common Stock, par value $.01 per share, all of which, as of the date hereof, are
issued and outstanding and are held by Parent. All of the Merger Shares will be, when issued in accordance with this Agreement, duly authorized, validly issued, fully paid and nonassessable and not
subject to preemptive or similar rights created by statute, the Certificate of Incorporation or Bylaws of Parent or Certificate of Incorporation or Bylaws of Merger Sub, or any agreement or document
to which Parent or Merger Sub is a party or by which it is bound.

SECTION
4.3Authority.



18





SECTION
4.4SEC Filings; Parent Financial Statements.



19





SECTION
4.5Absence of Certain Changes or Events.Since September 30, 1999 to the date of this
Agreement, there has not occurred any Parent Material Adverse Effect, nor (i) any amendment to Parent's Certificate of Incorporation or Bylaws, (ii) any material change in accounting
methods or practices by Parent, (iii) any material revaluation by Parent or any of its Subsidiaries of any of its assets, or (iv) any declaration, setting aside, or payment of a dividend
or other distribution with respect to the Parent Common Stock, or direct or indirect redemption, purchase or other acquisition by Parent of any of its capital stock (other than in connection with the
exercises of stock options).

SECTION
4.6Litigation.There is no action, suit, proceeding, claim, arbitration or investigation
pending, or as to which Parent or any of its Subsidiaries has received any notice of assertion nor, to Parent's
knowledge, is there a threatened action, suit, proceeding, claim, arbitration or investigation against Parent or any of its Subsidiaries that would have a Parent Material Adverse Effect or that in any
manner challenges or seeks to prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement.

SECTION
4.7Interim Operations of Merger Sub.Merger Sub was formed solely for the purpose of engaging
in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

SECTION
4.8Pooling Letter from KPMG LLP.Concurrently with the execution and delivery of this
Agreement, Parent has received a letter from KPMG LLP, addressed to Parent and Fusion, in the form of Exhibit D hereto.

ARTICLE V   CONDUCT OF BUSINESS PENDING THE MERGER

SECTION
5.1Conduct of Business by Fusion Pending the Merger.Fusion and the Shareholders covenant and
agree that, between the date of this Agreement and the Effective Time, except as Parent shall otherwise agree in advance in writing, the business of Fusion shall be conducted only in, and Fusion shall
not take any action except in, the ordinary course of business and in a manner consistent with past practice; and Fusion shall use its reasonable best efforts to preserve substantially intact its
business organization, to keep available the services of the current officers, employees and consultants of Fusion and to preserve the current relationships of Fusion with customers, prospective
customers, distributors, dealers, suppliers and other persons with which Fusion and its subsidiaries have significant business relations. By way of amplification and not limitation, except as
contemplated by this Agreement, between the date of this Agreement and the Effective Time, Fusion will not, directly or indirectly, do any of the following without the prior written consent of Parent:



20





SECTION
5.2Conduct of Business by Parent and Fusion Pending the Merger.Parent and Fusion covenant and
agree that, between the date of this Agreement and the Effective Time, unless the other shall otherwise agree in writing, neither Parent nor Fusion shall, directly or indirectly, take any action that
would be reasonably likely to prevent the Merger from constituting a transaction qualifying under Section 368(a) of the Code.

ARTICLE VI   ADDITIONAL AGREEMENTS

SECTION
6.1Shareholder's Action.



21





SECTION
6.2Appropriate Action; Consents; Filings.



SECTION
6.3Access to Information; Confidentiality.From the date hereof to the Effective Time, to the
extent permitted by applicable Law, Fusion will provide to Parent (and its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively,
"Representatives") access to all information and documents which Parent may reasonably request regarding the business, assets, liabilities, employees
and other aspects of Fusion.

SECTION
6.4No Solicitation of Competing Transactions.



22





SECTION
6.5NMS Listing.Parent shall use its best efforts to cause the shares of Parent Common Stock
issued pursuant to Section 1.6 to be approved for quotation on the NASDAQ subject to official notice of issuance.

SECTION
6.6Registration Rights.The shares of Parent Common Stock issued pursuant to
Section 1.6 will not initially be registered under the Securities Act and will be "restricted securities", as defined under
Rule 144 promulgated pursuant to the Securities Act. Accordingly, Parent shall, pursuant to the terms of the Registration Rights Agreement in the form attached hereto as Exhibit E (the
"Registration Rights Agreement"), use its best efforts to register for resale the Parent Common Stock set forth in the Registration Rights Agreement, so
long as all audited financial statements of Fusion required to be included in such registration statement are available.

SECTION
6.7Fees and Expenses.Whether or not the Merger is consummated, all fees and expenses incurred
in connection with the negotiation of this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees.

SECTION
6.8Public Announcements.Parent and Fusion shall consult with each other before issuing any
press release or otherwise making any public statements with respect to this Agreement and shall not issue any such press release or make any such public statement without the prior consent of the
other (which consent shall not be unreasonably withheld), except as may be required by law or any listing agreement with NASDAQ, to which Parent is a party.

SECTION
6.9Legal Requirements.Parent will use its commercially reasonable efforts to take such steps
as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of Parent Common Stock pursuant hereto.

SECTION
6.10Affiliates.So that the Merger will qualify for
pooling-of-interests treatment under GAAP, shares of Parent Common Stock issued to the Shareholders shall not be transferable until such time as financial results covering at
least 30 days of combined operations of Parent and such party have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies except to
the extent permitted by, and in accordance with, Accounting Series Release 135 and Staff Accounting Bulletins 65 and 76.

SECTION
6.11Audited Financial Statements.Each if the Shareholders shall use its best efforts to
cooperate and assist in the preparation of any audited financial statements of Fusion required by the rules and regulations of the SEC, including executing standard representation letters required by
any firm of independent certified public accountants.

ARTICLE VII   CLOSING

SECTION
7.1Conditions to the Obligations of Each Party.The obligations of Fusion, Parent and Merger
Sub to consummate the Merger are subject to the satisfaction of the following conditions:



23





SECTION
7.2Conditions to the Obligations of Parent and Merger Sub.The obligations of Parent and
Merger Sub to consummate the Merger are subject to the satisfaction of the following further conditions:



SECTION
7.3Conditions to the Obligations of Fusion.The obligations of Fusion to consummate the Merger
are subject to the satisfaction of the following further conditions:



24





ARTICLE VIII   TERMINATION AND AMENDMENT

SECTION
8.1Termination.This Agreement may be terminated and the Merger may be abandoned at any time
prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement, as follows:



25





## 

SECTION
8.2Effect of Termination.[Subject to Section 11.1 hereof,] in
the event of termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void, there shall be no liability under this Agreement on the part of Parent, Merger
Sub or Fusion or any of their respective officers or directors and all rights and obligations of each party hereto shall cease; provided, however, that nothing herein shall relieve any party from
liability for the willful breach of any of its representations, warranties, covenants or agreements set forth in this Agreement.

SECTION
8.3Amendment.This Agreement may be amended by the parties hereto by action taken by or on
behalf of their respective Boards of Directors at any time prior to the Effective Time; provided, however, that, after the approval and adoption of this Agreement by the Shareholders of Fusion, there
shall not be any amendment that by Law requires further approval by the Shareholders of Fusion without the further approval of such Shareholders. This Agreement may not be amended except by an
instrument in writing signed by the parties hereto.

SECTION
8.4Waiver.At any time prior to the Effective Time, any party hereto may (a) extend the
time for the performance of any obligation or other act of any other party hereto, (b) waive any inaccuracy in the representations and warranties contained herein or in any document delivered
pursuant hereto and (c) waive compliance with any agreement or condition contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing.

ARTICLE IX   INDEMNIFICATION AND ESCROW

SECTION
9.1Indemnification by the Company Shareholders.From and after the Closing, each Shareholder
shall indemnify Parent and the Surviving Corporation and any employee, director, officer or agent (the "Indemnified Parties") of each of them against,
hold each of them harmless from, and reimburse each of them for any claim, costs, loss, liability or expense (including reasonable attorneys' fees and expenses) or other damage (including, without
limitation, expectation, actual, punitive and consequential damages) (collectively, "Damages") arising, directly or indirectly, from or in connection
with: (a) any inaccuracy in any of the warranties or representations of the Company or any Shareholder in this Agreement (other than the Several Representations, for which only the
Shareholder making such representation is liable), (b) any failure by the Company or any Shareholder to perform or comply with any covenant or obligation in this Agreement, or (c) any
Third Party Claim (as defined below) relating to an inaccuracy or failure referred to in clause (a) or (b) above.

SECTION
9.2Indemnification by Parent and Merger Sub.From and after the Closing, Parent and the Merger
Sub shall indemnify each Shareholder (the "Indemnified Parties") against, hold each of them harmless from, and reimburse each of them for any claim,
costs, loss, liability or expense (including reasonable attorneys' fees and expenses) or other damage (including, without limitation, expectation, actual, punitive and consequential damages)
(collectively, "Damages") arising, directly or indirectly, from or in connection with: (a) any inaccuracy in any of the warranties or
representations of the Merger Sub or Parent in this Agreement, (b) any failure by the Merger Sub or Parent to perform or comply with any covenant or obligation in this Agreement, or
(c) any Third Party Claim (as defined below) relating to an inaccuracy or failure referred to in clause (a) or (b) above.

SECTION
9.3Procedure for Third Party Claims.Promptly after receipt by an Indemnified Party of notice
of the commencement of any action or demand or claim by a third party (a "Third Party Claim") which gives rise to Damages, such Indemnified Party shall,
if a claim in respect thereof is to be made against
a Shareholder, give notice to the Shareholder Representative (as defined in the Escrow Agreement) of its assertion of such claim for indemnification and provide reasonable detail with respect thereto.
Failure so to notify the Shareholder Representative shall not relieve any Shareholder of any liability that he/she may have to any Indemnified Party except to the extent that the defense of such
action or Third Party Claim is materially prejudiced thereby. If any such action shall be brought or a Third Party Claim

26



shall
be asserted against an Indemnified Party and it shall give notice to the Shareholder Representative of the commencement or assertion thereof, the Shareholder Representative shall, on behalf of
the appropriate Shareholder, be entitled, at its own expense and not with recourse to the Escrow Fund (other than in the case of a final disposition or settlement of such action or Third Party Claim),
to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonably satisfactory to such Indemnified Party. If the Shareholder Representative receives
notice of any action or Third Party Claim, it shall promptly notify the Indemnified Party as to whether, at its expense and not with recourse to the escrow fund pursuant to the Escrow Agreement, it
intends to control the defense thereof. If the Shareholder Representative defends an action, it shall have full control over the litigation, including settlement and compromise thereof, subject only
to the following: no compromise or settlement thereof may be effected by the Shareholder Representative without the Indemnified Party's consent (which shall not be unreasonably withheld) unless
(i) there is no finding or admission of any violation of law and no effect on any other claims that may be made against the Indemnified Party and (ii) the sole relief provided is
monetary damages that are paid in full by a Shareholder or the Shareholder Representative. If notice is given to the Shareholder Representative of the commencement of any action and it does not,
within 20 days after the Indemnified Party's notice is given, give notice to the Indemnified Party of its election to assume the defense thereof, the Indemnified Party shall have full control
over the litigation, including settlement and compromise thereof.

SECTION
9.4Indemnity Period.No claim for indemnification under Section 9 of this Agreement may
be made unless notice is given by the party seeking such indemnification to the party from whom indemnification is sought on or prior to January 1, 2003, except for claims of breaches of the
representations and warranties in (i) Section 3.14, for which a notice of claim must be made within six years of the Closing Date and (ii) Sections 2.1, 2.2, 2.3, 2.5, 2.7,
3.1, 3.2, 3.3, 3.4, 3.7, 3.9, and 3.10, for which there is no time limit.

SECTION
9.5Satisfaction of Indemnification Claim.In the event any Shareholder shall have any
liability for indemnification or otherwise to any Indemnified Party under this Article IX, the liability may be satisfied first from the property escrowed pursuant to the Escrow Agreement and
thereafter from the Shareholders directly.

SECTION
9.6The Shareholder Representative.



27





ARTICLE X   DISPUTE RESOLUTION

SECTION
10.1Initial Meeting.In the event that there is a dispute arising out of or relating to this
Agreement, the parties shall attempt in good faith to resolve such disputes promptly by negotiation between the parties. Any party may give the other parties written notice that a dispute exists (a
"Notice of Dispute"). The Notice of Dispute shall include a statement of such party's position. Within ten (10) days of the delivery of the
Notice of Dispute, the parties shall meet at a mutually acceptable time and place, and thereafter as long as they reasonably deem necessary, to attempt to resolve the dispute. All documents and other
information or data on which each party relies concerning the dispute shall be furnished or made available on reasonable terms to the other party at or before the first meeting of the parties as
provided by this Section 10.1.

SECTION
10.2Mediation.If the dispute has not been resolved by negotiation within thirty
(30) days of the delivery of a Notice of Dispute, or if the parties have failed to meet within ten (10) days of the Notice of Dispute, the parties shall endeavor to settle the dispute by
mediation under the then current CPR Model Mediation Procedure for Business Disputes. Unless otherwise agreed, the parties shall select a mediator from the CPR Panels of Neutrals and shall notify CPR
to initiate the selection process.

SECTION
10.3Binding Arbitration.Any controversy or claim arising out of or relating to this Agreement
or any agreement or document in connection therewith, the breach, termination or validity thereof, or the transactions contemplated herein (including any question arising as to whether or not any
dispute falls within the terms of this Section or the selection of arbitrators) if not settled by negotiation or mediation as provided in Section 10.1 and Section 10.2, shall be
settled by arbitration in Minneapolis, Minnesota, in accordance with the CPR Rules for Non-Administrative Arbitration of Business Disputes by three arbitrators. Any party may
initiate arbitration from and after 60 days following the delivery of a Notice of Dispute if the dispute has not then been settled by negotiation or mediation. The arbitrators shall be
appointed by the parties as provided by CPR Rule 5, Selection of Arbitrators. The arbitration procedure shall be governed by the United States Arbitration Act, 9 U.S.C. §
1-16, and the award rendered by the arbitrators shall be final and binding on the parties and may be entered in any court having jurisdiction thereof.

SECTION
10.4Discovery.Each party shall have discovery rights as provided by the Federal
Rules of Civil Procedure; provided, however, that all such discovery shall be commenced and concluded within ninety (90) days of the initiation of arbitration.

SECTION
10.5Expeditious Proceedings.It is the intent of the parties that any arbitration shall be
concluded as quickly as reasonably practicable. Unless the parties otherwise agree, once commenced, the hearing on the disputed matters shall be held four days a week until concluded, with each
hearing date to begin at 9:00 a.m. and to conclude at 5:00 p.m. The arbitrators shall use all reasonable efforts to issue the final award or awards within a period of five
(5) business days after closure of the proceedings. Failure of the arbitrators to meet the time limits of this Section 10.5 shall not be a basis for challenging the award.

SECTION
10.6Attorneys' Fees.The arbitrators may instruct the non-prevailing party to pay
all costs of the proceedings, including the fees and expenses of the arbitrators and the reasonable attorneys' fees and expenses of the prevailing party, but only for the prevailing party that shall
have complied with the provisions of Section 10.1 and Section 10.2 above. In the absence of such instruction, each party shall be instructed to bear its own costs and to pay its
proportionate share of fees and expenses of the arbitrators.

SECTION
10.7Enforcement of Awards.Each party agrees that any legal proceeding instituted to enforce
an arbitration award hereunder will be brought in a court of competent jurisdiction (either state or

28



federal)
in Minneapolis, Minnesota and hereby submits to personal jurisdiction therein and irrevocably waives any objection as to venue therein, and further agrees not to plead or claim in any such
court that any such proceeding has been brought in an inconvenient forum.

SECTION
10.8Equitable Relief.Nothing herein shall be construed to prevent any party from seeking
equitable relief in any court of competent jurisdiction to restrain or prohibit any breach or threatened breach of any covenant of the parties set forth in this Agreement, whether or not the parties
have first sought to resolve the dispute through negotiation, mediation or arbitration pursuant to this Article X.

ARTICLE XI   GENERAL PROVISIONS

SECTION
11.1Representations, Warranties and Agreements.The representations, warranties and agreements
in this agreement and in any certificate delivered pursuant hereto by any person shall survive the Closing.

SECTION
11.2Notices.All notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally or by commercial delivery service, or sent via facsimile (receipt confirmed) to the parties at the following addresses or facsimile numbers (or at such other
address or facsimile numbers for a party as shall be specified by like notice):



SECTION
11.3Interpretation.When a reference is made in this Agreement to Schedules and Exhibits, such
reference shall be to a Schedule or Exhibit to this Agreement unless otherwise indicated. The words "include," "includes" and "including" when used herein shall be deemed in each case to be
followed by the words "without limitation." The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of

29



this
Agreement. When reference is made herein to "the business of" an entity, such reference shall be deemed to include the business of all direct and indirect subsidiaries of such entity.

SECTION
11.4Counterparts.This Agreement may be executed in one or more counterparts, all of which
shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood
that all parties need not sign the same counterpart. Signatures delivered by facsimile shall be binding to the same extent as originals.

SECTION
11.5Entire Agreement.This Agreement and the documents and instruments and other agreements
among the parties hereto as contemplated by or referred to herein, including the Fusion Disclosure Schedule (a) constitute the entire agreement among the parties with respect to the
subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof, and (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth herein.

SECTION
11.6Severability.In the event that any provision of this Agreement or the application
thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of
such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable
provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

SECTION
11.7Other Remedies; Specific Performance.Except as otherwise provided herein, any and all
remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party
of any one remedy will not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are
entitled at law or in equity.

SECTION
11.8Governing Law.This Agreement shall be governed by and construed in accordance with the
laws of the State of Minnesota, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.

SECTION
11.9Rules of Construction.The parties hereto agree that they have been represented by counsel
during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement
or other document will be construed against the party drafting such agreement or document.

SECTION
11.10Assignment.No party may assign either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of the other parties, which approval shall not be unreasonably withheld or delayed.

[Remainder
of page intentionally left blank]

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IN
WITNESS WHEREOF, Parent, Merger Sub, Fusion, the Shareholders and the Shareholder Representative have duly executed this Agreement and Plan of Reorganization, all as of the date
first written above.

| |  | ZAMBA CORPORATION                                
| |  | -------------------------------------------------
| |  | By                                               
| |  | FUSION, INC.                                     
| |  | By                                               
| |  | ZFA CORP.                                        
| |  | By                                               
| |  | SHAREHOLDERS:                                    
| |  | /s/MARK J. BEALEName: Mark Beale
Address:        
| |  | [Intentionally omitted]                          
| |  | /s/MARK W. STALLINGSName: Mark Stallings
Address:
| |  | [Intentionally omitted]                          

31



| |  | /s/DOUGLAS N. ELDRIDGEName: Doug Eldridge
Address:
| |  | --------------------------------------------------
| |  | [Intentionally omitted]                           
| |  | SHAREHOLDER REPRESENTATIVE                        
| |  | /s/MARK W. STALLINGSName: [Blank]                 

32



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