**EXHIBIT10.07**

 

ZAMBA CORPORATION SECONDAMENDMENT TO LEASE AGREEMENT

 

This Second Amendment To Lease Agreement (“**Second Amendment**”) is entered into as ofJuly 11, 2002, by and between Acky-Calhoun, LLC, successor in interest toHarvard Property (Lake Calhoun), L.P., (“**Landlord**”)and ZAMBA Corporation (“**Tenant**”).

 

FACTS

 

A.            Onor about May 5, 2000, Landlord and Tenant entered into a Lease Agreement (the “**Lease**”)for that certain premises located at Suite 200, 3033 Excelsior Blvd.,Minneapolis, MN 55416 (the “**Premises**”).

 

B.            Onor about August 9, 2000, Landlord and Tenantentered into a First Amendment To Lease Agreement, which modified the LeaseTerm and Base Rent for the Premises.

 

C.            Landlord and Tenant have agreed to partiallyterminate the Lease on the terms and conditions set forth below.

 

Now, therefore, for good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, the parties heretoagree as follows:

 

1.             Partial Termination of Lease.  Provided that Tenant performs all of itsobligations under Section 2 of this Second Amendment, the Lease shall bemodified as of the first event occurring in Section 3 of this Second Amendment(the “**TerminationDate**”) to delete from the Lease approximately 16,470 net rentablesquare feet of the leased Premises (the “**ReductionSpace**”), as set forth in Exhibit A, attached hereto and incorporatedherein by reference.  Tenant shallretain approximately 10,300 net rentable square feet of the Premises (the “**Retained Space**”), as set forth in ExhibitA, at a monthly Base Rent as follows:

 
| **Period**                |   | **Monthly  Base Rent** |      |
|---------------------------|--------|------------------------|-----------|
| 07/01/02 —  08/31/02 |   | $                      | 12,875.00 |   |
| 09/01/02 —  08/31/03 |   | $                      | 13,290.00 |   |
| 09/01/03 —  08/31/04 |   | $                      | 13,700.00 |   |
| 09/01/04 —  12/31/05 |   | $                      | 14,165.00 |   |

 

In addition to Base Rent, Tenant shall pay **Operating Costs**, as described in theLease.  The estimated Operating Costsfor the year 2002 are Twelve Dollars and Ninety-three Cents ($12.93) per squarefoot.  Therefore, for July 2002, theOperating Costs associated with the Retained Space shall be Eleven Thousand OneHundred Dollars and No Cents ($11,100.00). The Tenant’s **Proportionate Share**for the Retained Space shall be Six and Six-hundredths percent (6.6%).   Tenant shall continue to lease (under four(4) separate Lease Agreements with month-to-month terms) four (4) storagespaces within the **Building**, knownas 2-A, G-1, G-20, and G-21, which currently, collectively, rent for ThreeHundred Four Dollars and No Cents ($304.00) per month.  Therefore, the Tenant’s total monthlyobligation for July 2002 shall be Twenty-four Thousand Two Hundred Seventy-nineDollars and No Cents ($24,279.00), inclusive of Base Rent, Operating Costs, andStorage rental.

 

2.             Termination Payment.  As a condition to Landlord’s obligations under this SecondAmendment, and in consideration for Landlord’s agreement to partially terminatethe Lease, Tenant shall pay to Landlord the sum of Two Hundred Eighty-fourThousand One Hundred Sixty-five Dollars and Thirty Cents ($284,165.30) (the “**TerminationPayment**”), which is comprised of Forty-two Thousand Six HundredSixteen Dollars and Fifty Cents ($42,616.50) for all amounts due under theLease for May 2002, Sixty-two Thousand Six Hundred Sixteen Dollars and FiftyCents ($62,616.50) for all amounts due under the Lease for June 2002,Twenty-four Thousand Two Hundred Seventy-nine Dollars and No Cents ($24,279.00)for Base Rent, Operating Costs and Storage rent for the Retained Space for themonth of July 2002, and One Hundred Fifty-four Thousand Six Hundred Fifty-threeDollars and Thirty Cents ($154,653.30) for a buyout of the ReductionSpace.  Tenant shall deliver theTermination Payment to Landlord on or before the date that is two (2) businessdays after the date this Amendment has been executed by Landlord and Tenant(the “**PaymentDate**”).  The TerminationPayment shall be delivered to Landlord in the form of a wire transfer madepayable to Landlord.

 

3.             Termination Date.  Subject to prior execution of this Amendment by Landlord andTenant and Tenant’s payment of the Termination Payment, the Lease shallterminate as to the Reduction Space at 11:59 p.m., June 30, 2002 (the “**Termination Date**”).  Landlord acknowledges that Tenant shallproceed with all reasonable speed to remove its property and equipment promptlyfrom the Reduction Space, but that Tenant may not completely vacate theReduction Space by the Termination Date. Tenant shall however, vacate the Reduction Space by no later than July31, 2002.  Notwithstanding the above,Tenant shall not conduct general business operations in the Reduction Spacefollowing the Termination Date.

 

----

 

4.             Definitions. Any words not defined herein shall have the definitions set forth in theLease, subject to any express modification contained in this Amendment.

 

5.             Tenant Release. As of the Termination Date, Tenant,for itself and for its affiliated corporations and partnerships, officers,directors, shareholders, agents, representatives, employees, attorneys,shareholders, successors in interest, personal representatives, heirs, assignsand each of them, absolutely, fully and forever releases and dischargesLandlord and Landlord’s respective members, officers, partners, agents,representatives, employees, servants, attorneys, successors in interest,assigns and each of them, whether past, present or future, of and from any andall claims, demands, liabilities, obligations, losses, controversies, costs,expenses, attorneys’ fees and damages of every kind, nature, character ordescription whatsoever, whether in law or in equity, and whether known orunknown, suspected or unsuspected, arising out of, connected with, or in anyway related to the Reduction Space. Tenant acknowledges and agrees that the release set forth above appliesto all claims relating to the Reduction Space whether those claims are known orunknown, foreseen or unforeseen. 

 

6.             Landlord Release.  Subject to the performance by Tenant of all of its obligationsunder this Second Amendment (none of which are released by this Section 6), asof the Termination Date, Landlord, foritself and for its affiliated corporations and partnerships, members, officers,agents, representatives, employees, attorneys, shareholders, successors ininterest, personal representatives, heirs, assigns and each of them,absolutely, fully and forever releases and discharges Tenant and its officers,directors, shareholders, agents, representatives, employees, servants,attorneys, successors in interest, assigns and each of them, whether past,present or future, of and from any and all claims, demands, liabilities,obligations, losses, controversies, costs, expenses, attorneys’ fees anddamages of every kind, nature, character or description whatsoever, whether inlaw or in equity, and whether known or unknown, suspected or unsuspected,arising out of, connected with, or in any way related to the Reduction Space orfor payments of any amounts under the Lease not expressly set forth herein. Subjectto the performance by Tenant of all of its obligations under this SecondAmendment, Landlord acknowledges and agreesthat the release set forth above applies to all claims relating to theReduction Space or for payments of any amounts under the Lease not expresslyset forth herein whether those claims are known or unknown, foreseen orunforeseen.

 

7.             Additional Provisions.  The renewal option described in paragraph 38(a) of the Lease andthe expansion space requirements described in paragraph 38(b) of the Leaseshall both be deleted and longer valid.

 

8.             Entire Agreement. This Amendment contains the entire agreement between the parties and mayonly be modified or amended by a writing signed by all parties.  Except as expressly set forth herein, anyterms and conditions in the Lease that are not modified by this Amendment shallcontinue in full force and effect between the parties.

 

9.             No Assignment of Claims. The parties hereto represent and warrant that they have not transferredor otherwise assigned, either by contract or operation of law, any of theclaims released under this Amendment.

 

10.           Counterparts and Facsimiles.This Amendment may be executed in one ormore counterparts, which shall be deemed effective upon full execution of thisAmendment by all parties.  Eachcounterpart shall be deemed an original, but all of which together shallconstitute one and the same instrument and agreement.  In addition, a copy of this Amendment executed by a party heretoand telecopied to the other party shall be deemed to constitute delivery of anoriginally executed copy of this Amendment to the other party.  A facsimile signature shall be enforceableto the same extent as an original signature.

 

11.           Authority.  Theparties executing this Amendment represent that they each have authority toenter into this Amendment, and that this Amendment is binding on such party andenforceable in accordance with its terms. The persons executing this Amendment on behalf of the parties to thisAmendment represent and warrant that they individually have authority to enterinto this Amendment on behalf of such parties.

 

IN WITNESS WHEREOF, the parties hereby execute thisAmendment.

 
| LANDLORD:                 |                    | TENANT:                                   |
|---------------------------|-------------------------|-------------------------------------------|
|                      |                    |                                      |
| Acky-Calhoun, LLC         |                    | ZAMBA Corporation                         |
|                      |                    |                                      |
| By:                       | /s/ Stuart I. Ackerberg |                                      |   | By: | /s/ Ian Nemerov |   |
|                      |                    |                                      |
| Name: Stuart I. Ackerberg |                    | Name: Ian Nemerov                         |
|                      |                    |                                      |
| Title: Member             |                    | Title: Vice President and General Counsel |
|                      |                    |                                      |
| Date: July 11, 2002       |                    | Date: July 11, 2002                       |
|                           |                         |                                           |  |  |  |  |

 

2

----