#### **Exhibit 10.01**

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#### **STOCKPURCHASE AGREEMENT**

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This Stock Purchase Agreement (this “Agreement”) ismade and entered into as of the             dayof April, 2002, by and between Zamba Corporation, a Delaware corporation (the“Company”), and JAFCO America Ventures, Inc. (the “Purchaser”).

 

WHEREAS, the Company owns 1,966,667 shares of Series Apreferred stock, $.0001 par value per share (“Zamba’s NextNet Stock”) ofNextNet Wireless, Inc., a Delaware corporation (“NextNet”), which representsapproximately 29% of the outstanding capital stock of NextNet; and

 

WHEREAS, Zamba’s NextNet Stock can be converted tocommon shares of NextNet at the exchange ratio of three shares of common stockfor every one share of preferred stock; and

 

WHEREAS, Zamba’s NextNet Stock is also subject to theInvestors Rights Agreement dated September 21, 1998, by and among NextNet, theCompany and certain other investors, and the Voting Agreement dated September21, 1998, by and among NextNet, the Company and certain other investors; and

 

WHEREAS, the Purchaser is thoroughly familiar withNextNet’s business, financial condition and prospects; and

 

WHEREAS, the Purchaser desires to purchase from theCompany and the Company has agreed to sell certain of its shares of Zamba’sNextNet Stock (the “Shares”) pursuant to the terms of this Agreement; and

 

WHEREAS, the Purchaser acknowledges that there is noestablished trading market for Zamba’s NextNet Stock or the Shares to be issuedhereunder;

 

NOW, THEREFORE, in consideration of the premises andother good and valuable consideration, the receipt and adequacy of which arehereby acknowledged, the parties agree as follows:

 

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

## (a)           The Company hereby sells to thePurchaser, and the Purchaser hereby purchases from the Company, 83,333 sharesof Zamba’s NextNet Stock (the “Shares”), at a purchase price of $6.00 pershare, for an aggregate purchase price of $499,998.00.  Promptly upon execution of this Agreement,the Purchaser shall pay the full amount of the purchase price to the Company bywire transfer in immediately available funds to an account designated inwriting by the Company.

## (b)           Within five business days of theexecution of this Agreement, the Company shall deliver to NextNet a noticepursuant to the Right of First Offer set forth in 

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## Section 1.1 of the Right of First Refusal Agreement(the “Refusal Agreement”) dated September 21, 1998 by and among the Company,NextNet, and the holders of the Series B Preferred Stock of NextNet.

## (c)           If NextNet elects to exercise itsright of first refusal pursuant to Section 1(b) above, the Purchase Price shallbe refunded to the Purchaser within five business days of the Company’s receiptof full payment from NextNet for the Shares, and the Purchaser shall notreceive any of the Shares.  If NextNetdeclines to exercise its right of first refusal, the Company shall, within fivebusiness days after the Company’s receipt of NextNet’s notice to decline itsright, notify each investor in NextNet eligible under the Refusal Agreement ofits opportunity to exercise its pro rata right of first refusal pursuant to theRefusal Agreement.

## (d)           If any of the eligible investors inNextNet  elects to exercise its pro rataright of first refusal pursuant to Section 1(c) above, the Company will forwardto the Purchaser the payments the Company receives from such investor(s) withinfive business days of the Company’s receipt of such payment, and the number ofShares that the Purchaser will receive pursuant to this Agreement shall bereduced on a pro rata basis.  Within tenbusiness days after the expiration of the investor refusal period, the Companyshall deliver to the Purchaser a certificate registered in the Purchaser’s namerepresenting the number of Shares purchased.

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

## (a)           The Purchaser understands that theissuance of the Shares have not been registered under the Securities Act of1933, as amended (the “Securities Act”), or applicable state securitieslaws.  Instead, the Company is issuingthe Shares pursuant to exemptions from such laws and in doing so is and wouldbe relying on, among other things, the Purchaser’s representations, warranties,covenants and acknowledgements contained herein.

## (b)           The Purchaser qualifies as an“accredited investor” as such term is defined in Rule 501(a) of Regulation Dunder the Securities Act, and as further represented in Section 3 of thisAgreement.

## (c)           The Purchaser has sufficientknowledge and experience in financial and business matters that the Purchaseris capable of evaluating the merits and risks of investing in the Shares.

## (d)           The Purchaser has been provided withor given access to such additional information as the Purchaser has requestedfrom the Company (including the opportunity to meet with Company officers andto review all the documents that Purchaser may have requested) and has utilizedsuch information to his satisfaction for the purpose of obtaining in additionto, or verifying the accuracy of the information provided, regarding theCompany’s and NextNet’s business, financial condition and prospects.

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## (e)           The Purchaser understands that thepurchase of the Shares is a highly speculative investment and involves a highdegree of risk.  The Purchaser believesthat the investment in the Shares is suitable based upon the Purchaser’sinvestment objectives and financial needs and the Purchaser has adequate meansof providing for current financial needs and personal contingencies, has noneed for liquidity of investment with respect to the Shares and can afford acomplete loss of such investment.

## (f)            The Purchaser is acquiring theShares for his own account, for investment purposes only, and without theintention of reselling or redistributing the Shares.

## (g)           The Purchaser is aware that, in theview of the Securities and Exchange Commission, a purchase of the Shares withan intent to resell by reason of any foreseeable specific contingency oranticipated change in market values, or any change in NextNet’s condition, orin connection with a contemplated liquidation or settlement of any loanobtained for the acquisition of the Shares and for which the Shares werepledged, would constitute an intent inconsistent with the foregoingrepresentation.

## (h)           If, contrary to the Purchaser’sforegoing intentions, he should later desire to dispose of or transfer any ofthe Shares in any manner, the undersigned shall not do so without (i) firstobtaining an opinion of counsel satisfactory to the Company and NextNet thatsuch proposed disposition or transfer may lawfully be made without registrationpursuant to the Securities Act and applicable state securities laws or(ii) registering the resale of the Shares under the Securities Act andapplicable state securities laws.

## (i)            Neither the Company nor NextNet hasany obligation to register the Shares for resale under the Securities Act orany applicable state securities laws, or to take any other action which wouldfacilitate the availability of federal or state registration exemptions inconnection with any resale of the Shares. Accordingly, the Purchaser may be prohibited by law from selling orotherwise transferring or disposing of the Shares and may have to bear theeconomic risk of his investment in NextNet for an indefinite period.

## (j)            The Purchaser, if other than anindividual, represents that (a) the Purchaser was not organized for thespecific purpose of acquiring the Shares; and (b) this Agreement has been dulyauthorized by all necessary action on the part of the Purchaser, has been dulyexecuted by an authorized officer or representative of the Purchaser, and is alegal, valid, and binding obligation of the Purchaser enforceable in accordancewith its terms.

## (k)           There is noinvestment banker, broker, finder or other intermediary which has been retainedby or is authorized to act on behalf of Purchaser who might be entitled to anyfee or commission from the Company upon consummation of the transactionscontemplated by this Agreement.

                                                3.             AccreditedInvestor Status.               ThePurchaser is an “accredited investor” as defined in Rule 501(a) of Regulation Dof the Securities Act, because the Purchaser meets at least one of thefollowing criteria (please check one):

 

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o    The Purchaser is a natural person whose individual net worth, or jointnet worth with his or her spouse, exceeds $1,000,000 at the time of thePurchaser’s purchase; or

 

o    The Purchaser is a natural person who had an individual income in excessof $200,000 in each of the two most recent years or joint income with thePurchaser’s spouse in excess of $300,000 in each of those years and whoreasonably expects to reach the same income level in the current year; or

 

o    The Purchaser is either (i) a bank as defined in Section 3(a)(2) of theSecurities Act, or any savings and loan association or other institution asdefined in Section 3(a)(5)(A) of the Securities Act whether acting in itsindividual or fiduciary capacity, any broker or dealer registered pursuant toSection 15 of the Securities Exchange Act of 1934, (ii) an insurance company asdefined in Section 2(13) of the Securities Act, (iii) an investment companyregistered under the Investment Company Act of 1940 or a business developmentcompany as defined in Section 2(a)(48) of such Act, (iv) a Small BusinessInvestment Company licensed by the U.S. Small Business Administration underSection 301(c) or (d) of the Small Business Investment Act of 1958, or (v) anemployee benefit plan within the meaning of Title I of the Employee RetirementIncome Security Act of 1974, if the investment decision is made by a planfiduciary, as defined in Section 3(21) of such Act, which plan fiduciary iseither a bank, savings and loan association, insurance company or registeredinvestment adviser, or if the employee benefit plan has total assets in excessof $5,000,000 or, if a self directed plan, with investment decisions madesolely by persons who are accredited investors; or

 

o    The Purchaser is a private business development company as defined inSection 202(a)(22) of the Investment Advisers Act of 1940; or

 

o    The Purchaser is an organization described in Section 501(c)(3) of theInternal Revenue Code, a corporation, Massachusetts or similar business trust,or partnership, not formed for the specific purpose of acquiring the Shares,with total assets in excess of $5,000,000; or

 

o    The Purchaser is a director or executive officer of the Company; or

 

o    The Purchaser is a trust, with total assets in excess of $5,000,000, notformed for the specific purpose of acquiring the Shares, whose purchase isdirected by a sophisticated person as described in Rule 506(b)(2)(ii) ofRegulation D of the Securities Act; or

 

o    The Purchaser is any entity in which all of the equity owners areaccredited investors.

 

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

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## (a)           The Company is a corporation dulyorganized, validly existing and in good standing under the laws of the State ofDelaware and has the requisite corporate power and authority to own itsproperties and to carry on its business as now being conducted and presentlyproposed to be conducted.

## (b)           The Shares are being transferred tothe Purchaser free and clear of any liens, encumbrances or other restrictions,other than restrictions on transfer that are contained in the Investors RightsAgreement, as it may be amended from time to time, the Voting Agreement, as itmay be amended from time to time, or are otherwise set forth herein or imposedby applicable securities laws.

# 5.             Merger,Consolidation or Other Change in Control of the Company or NextNet.

## (a)           Ifthe Company shall at any time consolidate with or merge into to anothercorporation (where the Company is not the continuing corporation after suchmerger, consolidation, sale of all or substantially all of its assets or otherchange-in-control), or the Company shall sell, transfer or lease all orsubstantially all of its assets, then, in any such case, the Purchaserthereupon (and thereafter) shall continue to be entitled to be bound by theterms of this Agreement and shall be entitled to receive the number of Sharesdetermined in accordance with Section 1 above.

## (b)           IfNextNet shall at any time consolidate with or merge into another corporation(where NextNet is not the continuing corporation after such merger,consolidation or other change-in-control), or NextNet shall sell, transfer orlease all or substantially all of its assets, then, in any such case, the Purchaserthereupon (and thereafter) shall be entitled to receive the number of Shares(or the proceeds resulting from the sale of such Shares in connection with suchmerger, consolidation, or other change-in-control) determined in accordancewith Section 1 above.

# 6.             Insolvencyor Bankruptcy of the Company or NextNet. Upon the insolvency or bankruptcy (whether voluntary or involuntary) ofthe Company or NextNet, or the appointment of or taking possession by areceiver, liquidator, assignee, trustee, custodian, sequestrator (or othersimilar official) of the Company or NextNet or any substantial part of theCompany’s or NextNet’s property, or any general assignment for the benefit ofcreditors of the Company or NextNet, the Purchaser shall be an unsecured generalcreditor of the Company or NextNet, as applicable, and shall not have anysecurity interest or other rights in connection with this Agreement or theShares purchased hereunder.

# 7.             Miscellaneous.

## (a)           Binding Effect.  This Agreement shall be binding upon andinure to the benefit of and be enforceable against the parties hereto and theirrespective successors and permitted assigns.

## (b)           Governing Law.  This Agreement shall in all respects begoverned by, and enforced and interpreted in accordance with, the laws of theState of Minnesota, except with respect to its rules relating to conflicts oflaws.

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## (c)           Legends.  The Shares issued to the Purchaser pursuant to this Agreementshall contain the following legends:

THESE SHARES HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWSOF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPTPURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATIONUNDER THE FOREGOING LAWS.  ACCORDINGLY,THESE SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT (i)AN OPINION OF COUNSEL SATISFACTORY TO ZAMBA CORPORATION THAT SUCH SALE,TRANSFER OR OTHER DISPOSITION MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDERTHE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR (ii) SUCHREGISTRATION.

 

**THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTINGAGREEMENT BY AND AMONG THE COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY (ACOPY OF WHICH MAY BE OBTAINED FROM THE COMPANY), AND BY ACCEPTING ANY INTERESTIN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TOAND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT.**

 

## (d)           Notices.  All notices, consents, requests, demands, instructions or othercommunications provided for herein shall be in writing and shall be deemedvalidly given, made and served when (a) delivered personally,(b) sent by certified or registered mail, postage prepaid, (c) sentby reputable overnight delivery service, or (d) sent by telephonicfacsimile transmission, and, pending the designation of another address,addressed as follows:

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

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| If to the Purchaser: |   |   |
|----------------------|--------|--------|
|                 |   |   |
|                 |   |   |
|                 |   |   |
|                 |   | Fax:   |

 

 

## (e)           Entire Agreement andCounterparts.  This Agreement evidencesthe entire agreement between the Company and the Purchaser relating to thesubject matter hereof and supersedes in all respects any and all prior oral orwritten agreements or understandings. This Agreement may not be amended or modified, and no provisions hereofmay be waived, except by written instrument signed by both the Company and thePurchaser.  This Agreement may beexecuted in counterparts, each of which shall be deemed an original and all ofwhich, when taken together, shall constitute one Agreement.

## (f)            The Purchaser and the Companyunderstand the meaning and legal consequences of the agreements,representations and warranties contained herein.  The Purchaser and the Company agree that such agreements,representations and warranties shall survive and remain in full force andeffect after the execution hereof and payment for the Shares.

## (g)           Any controversy or claim arising outof or relating to this Agreement, the Subscriber’s purchase of Shares or anybreach of this Agreement, shall be settled by arbitration administered by theAmerican Arbitration Association in accordance with its Securities ArbitrationRules, and judgment on the award rendered by the Arbitrator(s) may be enteredin any court having jurisdiction thereof.

## (h)           Headings.  Section headings used in this Agreement have no legalsignificance and are used solely for convenience of reference.

## (i)            Expenses.  Each party shall pay for its own legal, accounting and othersimilar expenses incurred in connection with the transaction contemplated bythis Agreement.

IN WITNESS WHEREOF, the Company and the Purchaser haveexecuted this Agreement as of the date set forth in the first paragraph.

 
| THE COMPANY:  |                    | THE PURCHASER: |                      |
|--------------------|-------------------------|----------------|---------------------------|
|               |                    |           |                      |
| ZAMBA CORPORATION  |                    |           |                      |
|               |                    |           |                      |
|               |                    |           |                      |
|               |                    |           |                      |
| By:                | /s/Michael H.  Carrel   |           | /s/Barry J.  Schiffman    |
| Name:              | Michael H.  Carrel      |           | Name: Barry J.  Schiffman |
| Title:             | Chief Financial Officer |           | President                 |

 

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