# **Exhibit10.01**

# **PROMISSORY NOTE**

| US$165,000.00 |   | October 20, 2004 |
|---------------|--------|------------------|

 

FOR VALUE RECEIVED, the undersigned, Zamba Corporation, a Delawarecorporation, and each of its affiliates and principals (collectively “Borrower”),hereby unconditionally promises to pay to the order of TECHNOLOGY SOLUTIONSCOMPANY, a Delaware corporation (“Lender”), having its principal office at 205North Michigan Avenue, Suite 1500, Chicago, Illinois 60601, in lawful money ofthe United States of America and in immediately available funds, the sum of ONEHUNDRED SIXTY FIVE THOUSAND DOLLARS AND NO CENTS ($165,000.00).  Interest shall accrue on these amounts duringthe term of this Note at a rate of 8% per annum, compounded daily. Theindebtedness evidenced hereby with all accrued interest shall be due andpayable in full one hundred eighty days from the date of this Note (the “PaymentDate”).

Borrower reserves the right to prepay this Note, in whole or in part,at any time without penalty.

All payments under this Note shall be made by Borrower to Lender, atLender’s principal place of business as set forth above, or at such other placeas Lender may from time to time designate in writing.

The occurrence orexistence of one or more of the following events shall constitute an event ofdefault (“Default”) under this Note: (i) the failure of Borrower to pay whendue any principal or interest due hereunder; or (ii) (a) Borrower shall becomegenerally unable to pay his debts as they become due, or (b) Borrower shallmake an assignment for the benefit of creditors, or (c) Borrower shall call ameeting of creditors for the composition of debts, or (d) a proceeding underany bankruptcy, reorganization, arrangement of debt, insolvency, readjustmentof debt or receivership law or statute is filed by or against Borrower, or acustodian, receiver or agent is appointed or authorized to take charge of anyof Borrower’s properties, or Borrower takes any action to authorize any of theforegoing.

In an event of Default, Lender may, by notice to Borrower, declare allthe indebtedness evidenced by this Note to be, and thereupon such indebtednessshall become, immediately due and payable, without presentment, demand, protestor further notice of any kind, all of which are hereby expressly waived byBorrower. In the event of Default, the unpaid principal amount of this Noteshall thereafter accrue interest at an annual rate of fifteen per cent (15%)which interest shall be due and payable when and as accrued and shall be addedto the principal balance of this Note if unpaid.

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If payment hereunder becomes due and payable on a day which is not a “BusinessDay” (as defined below), the due date thereof shall be extended to the nextsucceeding Business Day, and interest shall be payable thereon during suchextension at the rate specified above. “Business Day” shall mean a day on whichbanks in Chicago, Illinois are open for the transaction of banking business. Inno case or event whatsoever shall interest charged hereunder, however suchinterest may be characterized or computed, exceed the highest rate permissibleunder any law which a court of competent jurisdiction shall, in a finaldetermination, deem applicable hereto.

Any notice hereunder shall be sufficiently given if in writing anddelivered in person or mailed by first class mail addressed as follows:

**If to Borrower:**

Zamba Corporation3033 Excelsior Blvd., Suite 200

Minneapolis, MN  55416

 

**If toLender:**

Technology SolutionsCompany205 North Michigan Avenue, Suite 1500Chicago, Illinois  60601Attention:  Chief Financial Officer

Borrower and Lender may each designate additional or different addressby notice to the other party as provided herein.

Lender shall be under no obligation to marshal any assets in favor ofBorrower in payment of any or all of Borrower’s liabilities hereunder.  To the extent that Borrower makes a paymentor payments to Lender, and such payment or payments or any part thereof aresubsequently invalidated, declared to be fraudulent or preferential, set asideor required to be repaid to a trustee, receiver or any other party under anybankruptcy law, provincial, state or federal law, common law or equitablecause, then to the extent of such recovery, the obligation or part hereoforiginally intended to be satisfied shall be revived and continued in fullforce and effect as if such payment had not been made or such enforcement orsetoff had not occurred.

Any dispute between Lender and Borrower arising out of, connected with,related to, or incidental to the relationship established between them inconnection with this Note, and whether arising in contract, tort, equity, orotherwise, shall be resolved in accordance with the internal laws and not theconflicts of law provisions of the State of Illinois.

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Except as provided in the immediately succeeding paragraph, Lender andBorrower each agree that all disputes between them arising out of, connectedwith, related to, or incidental to the relationship established between them inconnection with this Note and whether arising in contract, tort, equity, or otherwise,shall be resolved only by state or federal courts located in Cook County,Illinois, but Lender and Borrower acknowledge that any appeals from thosecourts may have to be heard by a court located outside of Cook County,Illinois. Borrower waives any and all objections that he may have to thelocation of the court considering the dispute.

Borrower agrees that Lender shall have the right to proceed againstBorrower or his property in a court in any location to enable Lender to enforcea judgment or other court order entered in favor of Lender. Borrower agreesthat he will not assert any permissive counterclaims in any proceeding broughtby Lender to enforce a judgment or other court order in favor of Lender.Borrower waives any objection that he may have to the location of the court inwhich Lender has commenced a proceeding described in this paragraph.

Borrower waives personal service of any process upon him and consentsthat all such service of process be made by registered mail directed toBorrower at the address stated herein.

Borrower waives the posting of any bond otherwise required of Lender toenforce any judgment or other court order entered in favor of Lender, or toenforce this note by specific performance, temporary restraining order, preliminaryor permanent injunction.

Whenever possible, each provision of this Note shall be interpreted insuch manner as to be effective and valid under applicable law, but if anyprovision of this Note shall be prohibited by or invalid under applicable law, suchprovision shall be ineffective to the extent of such prohibition or invalidity,without invalidating the remainder of such provision or the remainingprovisions of this Note. Whenever in this Note reference is made to Lender orBorrower, such reference shall be deemed to include, as applicable, a referenceto their respective successors and assigns, and the provisions of this Noteshall be binding upon and shall inure to the benefit of said successors andassigns. Borrower’s successors and assigns shall include, without limitation, areceiver, receiver and manager, trustee or debtor-in-possession of or forBorrower.
| Zamba Corporation and affiliates |
|----------------------------------|
| Borrower                         |
| By:                              | /s/  Michael H. Carrel |

 

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