**Exhibit10.02**

**WARRANT NO. PSP 1**

 

**To Purchase 1,339,286 Shares of Common Stock**

**of**

**ZAMBA CORPORATION**

 

*This Warrant and the Securities issuable uponexercise of this Warrant have not been registered under the Securities Act of1933 (the “1933 Act”) or under any state securities or “Blue Sky” laws (“BlueSky Laws”).  No transfer, sale,assignment, pledge, hypothecation or other disposition of this Warrant or theSecurities issuable upon exercise of this Warrant or any interest therein maybe made except (a) pursuant to an effective registration statement underthe 1933 Act and any applicable Blue Sky Laws or (b) if the Corporation hasbeen furnished with an opinion of counsel for the holder, which opinion andcounsel shall be reasonably satisfactory to the Corporation, to the effect thatno registration is required because of the availability of an exemption fromregistration under the 1933 Act and applicable Blue Sky laws.*

 

**THIS CERTIFIES THAT,** for good and valuable consideration **Pandora Select Partners L.P.**,a British Virgin Islands limited partnership (the “Holder”), or the Holder’sregistered assigns, is entitled to subscribe for and purchase from ZambaCorporation, a Delaware corporation (the “Corporation”), at any time on orafter May 15, 2004, to and including May 14, 2009 (subject to the limitationsprovided in Section 10 below), 1,339,286 (one million three hundred thirty ninethousand two hundred eighty six) fully paid and nonassessable shares of theCommon Stock of the Corporation at the price of $0.28 per share (the “WarrantExercise Price”), subject to the anti-dilution provisions of this Warrant.

 

The shares which may be acquired uponexercise of this Warrant are referred to herein as the “Warrant Shares.”  As used herein, the term “Holder” means theHolder, any party who acquires all or a part of this Warrant as a registeredtransferee of the Holder, or any record holder or holders of the Warrant Sharesissued upon exercise, whether in whole or in part, of the Warrant.  The term “Common Stock” means the commonstock, $0.01 par value per share, of the Corporation.

 

This Warrant is subject to the followingprovisions, terms and conditions:

 

**1.****            ****Exercise; Transferability.**

 

(a)           Therights represented by this Warrant may be exercised by the Holder hereof, in wholeor in part (but not as to a fractional share of Common Stock), by writtennotice of exercise (in the form attached hereto) delivered to the Corporationat the principal office of the Corporation prior to the expiration of thisWarrant and accompanied or preceded by the surrender

 

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of this Warrant along with a check in payment of the Warrant ExercisePrice for such Warrant Shares.

 

(b)           Exceptas provided in Section 7 hereof, this Warrant may not be sold, transferred,assigned, hypothecated or divided into two or more Warrants of smallerdenominations, nor may any Warrant Shares issued pursuant to exercise of thisWarrant be transferred.

 

**2.****            ****Exchange and Replacement.**  Subject to Sections 1 and7 hereof, this Warrant is exchangeable upon the surrender hereof by the Holderto the Corporation at its office for new Warrants of like tenor and daterepresenting in the aggregate the right to purchase the number of WarrantShares purchasable hereunder, each of such new Warrants to represent the rightto purchase such number of Warrant Shares (not to exceed the aggregate totalnumber purchasable hereunder) as shall be designated by the Holder at the timeof such surrender.  Upon receipt by theCorporation of evidence reasonably satisfactory to it of the loss, theft,destruction or mutilation of this Warrant, and, in case of loss, theft ordestruction, of indemnity or security reasonably satisfactory to it, and uponsurrender and cancellation of this Warrant, if mutilated, the Corporation willmake and deliver a new Warrant of like tenor, in lieu of this Warrant.  This Warrant shall be promptly canceled bythe Corporation upon the surrender hereof in connection with any exchange orreplacement.  The Corporation shall payall expenses, taxes (other than stock transfer taxes), and other chargespayable in connection with the preparation, execution, and delivery of Warrantspursuant to this Section 2.

 

**3.****            ****Issuance of the Warrant Shares.**

 

(a)           TheCorporation agrees that the Warrant Shares shall be and are deemed to be issuedto the Holder as of the close of business on the date on which this Warrantshall have been surrendered and the payment made for such Warrant Shares asaforesaid.  Subject to the provisions ofparagraph (b) of this Section 3, certificates for the Warrant Shares sopurchased shall be delivered to the Holder within a reasonable time after therights represented by this Warrant shall have been so exercised, and, unlessthis Warrant has expired, a new Warrant representing the right to purchase thenumber of Warrant Shares, if any, with respect to which this Warrant shall notthen have been exercised shall also be delivered to the Holder.

 

(b)           Notwithstandingthe foregoing, however, the Corporation shall not be required to deliver anycertificate for Warrant Shares upon exercise of this Warrant except inaccordance with exemptions from the applicable securities registrationrequirements or registrations under applicable securities laws.  Except as described in Section 9, nothingherein shall obligate the Corporation to effect registrations under federal orstate securities laws.  If registrationsare not in effect and if exemptions are not available when the Holder seeks toexercise the Warrant, the Warrant exercise period will be extended, if need be,to prevent the Warrant from expiring, until such time as either registrationsbecome effective or exemptions are available, and the Warrant

 

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shall then remain exercisable for a period of at least 30 calendar daysfrom the date the Corporation delivers to the Holder written notice of theavailability of such registrations or exemptions.  The Holder agrees to execute such documents and make suchrepresentations, warranties and agreements as may be required solely to complywith the exemptions relied upon by the Corporation, or the registrations made,for the issuance of the Warrant Shares.

 

**4.****            ****Covenants of the Corporation.**  TheCorporation covenants and agrees that all Warrant Shares will, upon issuance,be duly authorized and issued, fully paid, non-assessable and free from alltaxes, liens and charges with respect to the issue thereof.  The Corporation further covenants and agreesthat during the period within which the rights represented by this Warrant maybe exercised, the Corporation will at all times have authorized and reservedfor the purpose of issue or transfer upon exercise of the subscription rightsevidenced by this Warrant a sufficient number of shares of Common Stock toprovide for the exercise of the rights represented by this Warrant.

 

**5.****            ****Anti-dilution Adjustments.**  The provisions of this Warrantare subject to adjustment as provided in this Section 5.

 

(a)           StockSplits, Dividends and Combinations.  The Warrant Exercise Priceshall be adjusted from time to time such that in case the Corporation shallhereafter:

 

(i)  pay any dividends on anyclass of stock of the Corporation payable in Common Stock or securitiesconvertible into Common Stock;

 

(ii)  subdivide its thenoutstanding shares of Common Stock into a greater number of shares;  or

 

(iii)  combine outstandingshares of Common Stock, by reclassification or otherwise;

 

then, in any such event, the Warrant Exercise Price in effectimmediately prior to such event shall (until adjusted again pursuant hereto) beadjusted immediately after such event to a price (calculated to the nearestfull cent) determined by dividing (A) the number of shares of Common Stockoutstanding immediately prior to such event, multiplied by the then existingWarrant Exercise Price, by (B) the total number of shares of Common Stockoutstanding immediately after such event (including in each case the maximumnumber of shares of Common Stock issuable in respect of any securitiesconvertible into Common Stock), and the resulting quotient shall be theadjusted Warrant Exercise Price per share. An adjustment made pursuant to this Subsection shall become effectiveimmediately after the record date in the case of a dividend or distribution andshall become effective immediately after the effective date in the case of asubdivision, combination or reclassification. If, as a result of an adjustment made pursuant to

 

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this Subsection, the Holder of any Warrant thereafter surrendered forexercise shall become entitled to receive shares of two or more classes ofcapital stock or shares of Common Stock and other capital stock of theCorporation, the Board of Directors (whose determination shall be conclusive)shall determine the allocation of the adjusted Warrant Exercise Price betweenor among shares of such classes of capital stock or shares of Common Stock andother capital stock.  All calculationsunder this Subsection shall be made to the nearest cent or to the nearest 1/100of a share, as the case may be.  In theevent that at any time as a result of an adjustment made pursuant to thisSubsection, the holder of any Warrant thereafter surrendered for exercise shallbecome entitled to receive any shares of the Corporation other than shares ofCommon Stock, thereafter the Warrant Exercise Price of such other shares soreceivable upon exercise of any Warrant shall be subject to adjustment fromtime to time in a manner and on terms as nearly equivalent as practicable tothe provisions with respect to Common Stock contained in this Section.

 

(b)           Mechanicsof Adjustment for Stock Splits, Dividends and Combinations. Upon each adjustment of the Warrant Exercise Price pursuant toSection 5(a) above, the Holder of each Warrant shall thereafter (untilanother such adjustment) be entitled to purchase at the adjusted WarrantExercise Price the number of shares, calculated to the nearest full share,obtained by multiplying the number of shares specified in such Warrant (asadjusted as a result of all adjustments in the Warrant Exercise Price in effectprior to such adjustment) by the Warrant Exercise Price in effect prior to suchadjustment and dividing the product so obtained by the adjusted WarrantExercise Price.

 

(c)           Consolidations,Mergers and Reorganization Events.  In case of any consolidationor merger to which the Corporation is a party other than a merger orconsolidation in which the Corporation is the continuing corporation, or incase of any sale or conveyance to another corporation of the property of theCorporation as an entirety or substantially as an entirety, or in the case ofany statutory exchange of securities with another corporation (including anyexchange effected in connection with a merger of a third corporation into theCorporation), there shall be no adjustment under Subsection (a) of thisSection 5;  but the Holder of eachWarrant then outstanding shall have the right thereafter to convert suchWarrant into the kind and amount of shares of stock and other securities andproperty which he would have owned or have been entitled to receive immediatelyafter such consolidation, merger, statutory exchange, sale or conveyance hadsuch Warrant been converted immediately prior to the effective date of suchconsolidation, merger, statutory exchange, sale or conveyance and, in any suchcase, if necessary, appropriate adjustment shall be made in the application ofthe provisions set forth in this Section with respect to the rights andinterests thereafter of any Holders of the Warrant, to the end that theprovisions set forth in this Section shall thereafter correspondingly be madeapplicable, as nearly as may reasonably be, in relation to any shares of stockand other securities and property thereafter deliverable on the exercise of theWarrant.  The provisions of thisSubsection shall similarly apply to successive consolidations, mergers,statutory exchanges, sales or conveyances.

 

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### (d)           Adjustments for Diluting Issues.  Inaddition to the adjustments of the Warrant Exercise Price provided above, theWarrant Exercise Price shall be subjected to further adjustment from time totime as follows (the main operative provision hereof is in Section 5(d)(iii)below):

 

#### (i)            SpecialDefinitions:

 

##### (A)          “Options” shall mean rights, optionsor warrants (other than as excluded by Section 5(d)(i)(D) below) to subscribefor, purchase or otherwise acquire either Common Stock or ConvertibleSecurities (as defined herein).

 

##### (B)           “Original Issue Date” shall mean the date hereof.

 

##### (C)           “Convertible Securities” shall mean securities (other than asexcluded by (4) below) convertible, either directly or indirectly, into orexchangeable for Common Stock.

 

##### (D)          “Additional Shares of Common Stock” shall mean all shares of CommonStock issued (or, deemed to be issued) by the Corporation after the OriginalIssue Date, other than shares of Common Stock issued (or deemed to be issued):

 

### 1.             to employees, consultants or directorspursuant to stock option, stock grant, stock purchase or similar plans orarrangements approved by the Corporation’s Board of Directors;

###  

### 2.             as a dividend or other distribution inconnection with which an adjustment to the Warrant Exercise Price is made;

###  

### 3.             in a merger, consolidation, acquisition orsimilar business combination that is approved by the Corporation’s Board ofDirectors;

 

### 4.             pursuant to credit, lease or other commercialfinancing arrangements with parties not affiliated with the Corporation thatare approved by the Corporation’s Board of Directors;

 

### 5.             in exchange for technology or other non-cashassets as approved by the Corporation’s Board of Directors;

 

### 6.             pursuant to any rights or agreementsoutstanding on the Original Issue Date; or

 

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### 7.             if the Holder agrees in writing that suchshares shall not constitute Additional Shares of Common Stock.

 

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#### (ii)           Deemed Issue of Additional Shares of CommonStock. Except as otherwiseprovided in Section 5(d), in the event the Corporation at any time or from timeto time after the Original Issue Date shall issue any Options or ConvertibleSecurities or shall fix a record date for the determination of any holders ofany class of securities entitled to receive any such Options or ConvertibleSecurities, then the maximum number of shares (as set forth in the instrumentrelating thereto without regard to any provisions contained therein for asubsequent adjustment of such number) of Common Stock issuable upon theexercise of such Options or, in the case of Convertible Securities and Optionstherefor, the conversion or exchange of such Convertible Securities, shall bedeemed to be Additional Shares of Common Stock issued as of the time of suchissue or, in case such record date shall have been fixed, as of the close ofbusiness on such record date, provided that in any such case in whichAdditional Shares of Common Stock are deemed to be issued:

 

##### (A)          no further adjustment in the Warrant Exercise Price shall be made uponthe subsequent issue of such Convertible Securities or shares of Common Stockupon the exercise of such Options or conversion or exchange of such ConvertibleSecurities;

 

##### (B)           if such Options or Convertible Securities by their terms provide, withthe passage of time or otherwise, for any increase or decrease in theconsideration payable to the Company, or increase or decrease in the number ofshares of Common Stock issuable upon the exercise, conversion or exchangethereof, the Warrant Exercise Price computed upon the original issue thereof orupon the occurrence of a record date with respect thereto, and any subsequentadjustments based thereon, shall, upon any such increase or decrease becomingeffective, be recomputed to reflect such increase or decrease;

 

##### (C)           upon the expiration of any such Option or any rights of conversion orexchange under such Convertible Securities which shall not have been exercised,the Warrant Exercise Price computed upon the original issue thereof or uponoccurrence of a record date with respect thereto, and any subsequentadjustments based thereon, shall, upon such expiration:

 

### 1.             in the case of Convertible Securities orOptions for Common Stock, be recomputed as though the only Additional Shares ofCommon Stock issued were shares of Common Stock, if any, actually issued uponthe exercise of such Options or the conversion or exchange of such ConvertibleSecurities, and the consideration received therefor was the considerationactually received by the Company for the issue of all such Options, whether ornot exercised, plus the consideration actually received by the Company uponsuch exercise, or for the issue of all such Convertible Securities, whether ornot converted or exchanged, plus the additional consideration, if any, actuallyreceived by the Company upon such conversion or exchange;  and

###  

### 2.             in the case of Options for ConvertibleSecurities, be recomputed as though only the Convertible Securities, if any,actually issued upon the exercise

 

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### thereof were issued at thetime of issue of such Options and the consideration received by the Company forthe Additional Shares of Common Stock deemed to have been then issued was theconsideration actually received by the Company for the issue of all suchOptions, whether or not exercised, plus the consideration deemed to have beenreceived by the Company upon the issue of the Convertible Securities withrespect to which such Options were actually exercised.

 

##### (D)          no readjustment pursuant to Section 5(d) shall have the effect ofincreasing the Warrant Exercise Price to an amount which exceeds the WarrantExercise Price existing immediately prior to the original adjustment withrespect to the issuance of such Options or Convertible Securities, as adjustedfor any Additional Shares of Common Stock issued (or deemed to be issued)between such original adjustment date and such readjustment date;  and

 

##### (E)           in the case of any Option or ConvertibleSecurity with respect to which the maximum number of shares of Common Stockissuable upon exercise or conversion or exchange thereof is not determinable,no adjustment to the Warrant Exercise Price shall be made until such numberbecomes determinable.

 

### (iii)          Adjustments for Issuance of Additional Sharesof Common Stock.  If the Company, at any time after theissuance of this Warrant, shall issue any Additional Shares of Common Stock(otherwise than as provided in the Sections 5(a) and 5(c) above) at a price pershare less than the applicable Warrant Exercise Price then in effect or withoutconsideration, then the applicable Warrant Exercise Price upon each suchissuance shall be adjusted to that price (rounded to the nearest cent)determined by multiplying the applicable Warrant Exercise Price then in effectby a fraction, (i) the numerator of which shall be equal to the sum of (A) thenumber of shares of Common Stock outstanding immediately prior to the issuanceof such Additional Shares of Common Stock plus (B) the number of sharesof Common Stock (rounded to the nearest whole share) which the aggregateconsideration for the total number of such Additional Shares of Common Stock soissued would purchase at a price per share equal to the applicable WarrantExercise Price then in effect, and (ii) the denominator of which shall be equalto the number of shares of Common Stock outstanding immediately after theissuance of such Additional Shares of Common Stock.

###  

### The provisions of this Section 5(d)(iii) shall not apply under any ofthe circumstances for which an adjustment is provided in Sections 5(a), 5(b) or5(c) above.  No adjustment of theapplicable Warrant Exercise Price shall be made under this Section 5(d) uponthe issuance of any Additional Shares of Common Stock which are issued pursuantto any Options or Convertible Securities if upon the issuance of such Optionsor Convertible Securities (x) any adjustment shall have been made pursuant toSection 5(d)(ii) above or (y) no adjustment was required pursuant to thisSection 5(d)(iii).  No adjustment of theapplicable Warrant Exercise Price shall be made under this Section 5(d)(iii) inan amount less than $.01 per share, but any such lesser adjustment shall becarried forward and shall be made at the time and together with 

 

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### thenext subsequent adjustment, if any, which together with any adjustments socarried forward shall amount to $.01 per share or more;  provided, however, that uponany adjustment of the applicable Warrant Exercise Price as a result of anydividend or distribution payable in Common Stock or Convertible Securities orthe reclassification, subdivision or combination of Common Stock into a greateror smaller number of shares, the foregoing figure of $.01 per share (or suchfigure as last adjusted) shall be adjusted (to the nearest one-half cent) inproportion to the adjustment in the applicable Warrant Exercise Price.

####  

#### (iv)          Determination of Consideration. For purposes of this Section 5(d), theconsideration received by the Corporation for any Additional Shares of CommonStock issued (or deemed to be issued) shall be computed as follows:

#####  

##### (A)          Cash and Property. Such consideration shall:

 

(i)            insofar as it consists of cash, be computedat the aggregate amount of cash received by the Company;

 

(ii)           insofar as it consists of securities and thevalue of such securities is not determinable by reference to a separateagreement, (A) if the securities are then traded on a national securitiesexchange or the Nasdaq Stock Market (or a similar national quotation system),then the value shall be computed based on the average of the closing prices ofthe securities on such exchange or system over the thirty (30)-day periodending on the date of receipt by the Corporation, (B) if the securities areactively traded over-the-counter, then the value shall be computed based on theaverage of the closing bid prices over the thirty (30) day ending on the dateof receipt by the Corporation, and (C) if there is no active public market,then the value shall be computed based on the fair market value thereof on thedate of receipt by the Corporation, as determined in good faith by the Board ofDirectors;

 

(iii)          insofar as it consists of property other thancash and securities, be computed at the fair market value thereof at the timeof such issuance, as determined in good faith by the Board of Directors; and

 

(iv)          if Additional Shares of Common Stock areissued (or deemed to be issued) together with other shares or securities orother assets of the Corporation for consideration which cover both, by theproportion of such consideration so received, computed as provided in theimmediately preceding Sections 5(d)(iv)(A)(i), 5(d)(iv)(A)(ii) and5(d)(iv)(A)(iii), as determined in good faith by the Board of Directors.

 

##### (B)           Options and Convertible Securities.  Theconsideration received by the Corporation for Additional Shares of Common Stockdeemed to have been issued pursuant to Section 5(d) relating to Option andConvertible Securities, shall be the sum of (x) the total 

 

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amount,if any, received or receivable by the Corporation as consideration for theissue of such Options or Convertible Securities, plus (y) the minimum aggregateamount of additional consideration (as set forth in the instruments relatingthereto, without regard to any provision contained therein for a subsequentadjustment of such consideration) payable to the Corporation upon the exerciseof such Options or the conversion or exchange of such Convertible Securities,or in the case of Options for Convertible Securities, the exercise of suchOptions for Convertible Securities and the conversion or exchange of suchConvertible Securities.

 

(e)           Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the WarrantExercise Price or the number of Warrants covered hereby pursuant to thisSection 5, the Corporation, at its expense, shall promptly compute suchadjustment or readjustment in accordance with the terms hereof and furnish tothe Holder a certificate setting forth such adjustment or readjustment andshowing in detail the facts upon which such adjustment or readjustment isbased.  The Corporation shall, upon thewritten request at any time of the Holder, furnish or cause to be furnished tothe Holder a like certificate setting forth (i) such adjustments andreadjustments, (ii) the Warrant Exercise Price at the time in effect, and(iii) the number of shares of Common Stock and the amount, if any, ofother property which at the time would be received upon the exercise of thisWarrant.

 

**6.****            ****No Voting Rights.**  This Warrant shall not entitlethe Holder to any voting rights or other rights as a shareholder of theCorporation.

 

**7.****            ****Notice of Transfer of Warrant or Resale of the Warrant Shares.**

 

(a)           Subjectto the sale, assignment, hypothecation or other transfer restrictions set forthin Section 1 hereof, the Holder, by acceptance hereof, agrees to givewritten notice to the Corporation before transferring this Warrant ortransferring any Warrant Shares of such Holder’s intention to do so, describingbriefly the manner of any proposed transfer, the identity of the proposedtransferee, whether such transferee is an accredited investor and whether suchtransferee is sufficiently knowledgeable to assess the risks and merits of aninvestment in the Warrant or the Common Stock. Promptly upon receiving such written notice, the Corporation shallpresent copies thereof to the Corporation’s counsel.  If in the opinion of such counsel the proposed transfer may beeffected without registration or qualification (under any federal or statesecurities laws), the Corporation, as promptly as practicable, shall notify theHolder of such opinion, whereupon the Holder shall be entitled to transfer thisWarrant or to dispose of Warrant Shares received upon the previous exercise ofthis Warrant, all in accordance with the terms of the notice delivered by theHolder to the Corporation; provided that an appropriate legend may be endorsedon this Warrant or the certificates for such Warrant Shares respectingrestrictions upon transfer thereof necessary or advisable in the opinion ofcounsel and satisfactory to the Corporation to prevent further transfers whichwould be in violation of Section 5 of the 1933 Act and applicable statesecurities laws;  and provided furtherthat the prospective transferee or 

 

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purchaser shall execute such documents and make such representations,warranties and agreements as may be required solely to ensure compliance withthe exemptions from registration under the 1933 Act relied upon by theCorporation for the transfer or disposition of the Warrant or Warrant Shares,and compliance with the anti-fraud provisions of the Securities Exchange Act of1934.

 

(b)           If,in the opinion of the Corporation’s counsel, the proposed transfer ordisposition of this Warrant or such Warrant Shares described in the writtennotice given pursuant to this Section 7 may not be effected withoutregistration or qualification of this Warrant or such Warrant Shares, theCorporation shall promptly give written notice thereof to the Holder, and theHolder will limit its activities in respect to such transfer or disposition as,in the opinion of such counsel, are permitted by law.

 

**8.****            ****Fractional Shares.**  Fractional shares shall not beissued upon the exercise of this Warrant, but in any case where the holderwould, except for the provisions of this Section, be entitled under the termshereof to receive a fractional share, the Corporation shall, upon the exerciseof this Warrant for the largest number of whole shares then called for, pay asum in cash equal to the sum of (a) the excess, if any, of the MarketPrice of such fractional share over the proportional part of the WarrantExercise Price represented by such fractional share, plus (b) theproportional part of the Warrant Exercise Price represented by such fractionalshare.  For purposes of this Section,the term “Market Price” with respect to shares of Common Stock of any class orseries means the last reported sale price or, if none, the average of the lastreported closing bid and asked prices on any national or regional securitiesexchange or quoted in the National Association of Securities Dealers, Inc.’sAutomated Quotations System (“Nasdaq”), or if not listed on a national orregional securities exchange or quoted in Nasdaq, the average of the lastreported closing bid and asked prices as reported by Metro Data Corporation,Inc. or the OTC Bulletin Board from quotations by market makers in such CommonStock on the Minneapolis-St. Paul local over-the-counter market, or if noquotations in such Common Stock are available, the fair market value of theshares as determined in good faith by the Board of Directors of theCorporation.

 

**9.****            ****Registration Rights.**  Holder shall have registrationrights for the shares underlying its Warrants as described in the RegistrationRights Agreement of this same date.

 

**10.****         ****Limitation ofExercise of this Warrant.**  Despite anything to the contrary in thisWarrant, the Holder may not exercise this Warrant during the time period and tothe extent that the shares of Common Stock that the Holder could acquire uponthe exercise hereof would cause Holder’s Beneficial Ownership (as defined below)of the Corporation’s Common Stock to exceed 4.99%.  These limitations on the right to exercise this Warrant shallfirst reduce the Holder’s Beneficial Ownership of the Corporation’s CommonStock before limitation of the Corporation’s right to make payments in CommonStock under the Note.  The parties shallcompute the 

 

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Holder’s “Beneficial Ownership” of CommonStock in accordance with U.S. Securities and Exchange Commission Rule13d-3.  The Holder will, at the requestof the Corporation, from time to time, notify the Corporation of the Holder’scomputation of Holder’s Beneficial Ownership.

 

**IN WITNESS WHEREOF,** Zamba Corporation has caused this Warrant to be signed by its dulyauthorized officer and this Warrant to be dated May 14, 2004.

 
|   | ZAMBA  CORPORATION |
|--------|--------------------|
|   |               |
|   |               |   |
|   | By                 | /s/ Michael H. Carrel |   |
|   |               | Michael  H. Carrel, Treasurer |

 

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**EXERCISE FORM**

 

(To Be Executed by theRegistered Holder in Order to Exercise the Warrant)

 

To:          Zamba Corporation

 

The undersigned hereby irrevocably elects to exercise the attachedWarrant to purchase for cash,                  of the shares issuable upon the exercise of such Warrant, and requests thatcertificates for such shares (together with a new Warrant to purchase thenumber of shares, if any, with respect to which this Warrant is not exercised)shall be issued in the name of:

 

 
|                                                                                                                                                    | NAME:         |         |
|---------------------------------------------------------------------------------------------------------------------------------------------------------|---------------|--------------|
|                                                                                                                                                    |          |         |
|                                                                                                                                                    | SOC.  SEC. or |         |
|                                                                                                                                                    | TAX  I.D. NO. |         |
|                                                                                                                                                    |          |         |
|                                                                                                                                                    | ADDRESS:      |         |
|                                                                                                                                                    |          |         |
|                                                                                                                                                    |          |         |
| Date:                   ,  20      . |          |         |
|                                                                                                                                                    |          | Signature  * |

 

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*                                         The signature on the Notice of Exercise ofWarrant must correspond to the name as written upon the face of the Warrant inevery particular without alteration or enlargement or any changewhatsoever.  When signing on behalf of acorporation, partnership, trust or other entity, please indicate yourposition(s) and title(s) with such entity.

 

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**ASSIGNMENT FORM**

 

(To be Executed by theRegistered Holder in Order to Transfer the Warrant)

 

To:          Zamba Corporation

 

 

FOR VALUE RECEIVED, the undersigned herebysells, assigns, and transfers unto                                 the right to purchase the securities of Zamba Corporation to which the withinWarrant relates and appoints                       ,attorney, to transfer said right on the books of Zamba Corporation with fullpower of substitution in the premises.

 
| Dated:                    20     |        |
|------------------------------------------------------------------------------------------------------------------------------------------------|-------------|
|                                                                                                                                           | (Signature) |
|                                                                                                                                           |        |
|                                                                                                                                           | Address:    |
|                                                                                                                                           |        |
|                                                                                                                                           |        |
|                                                                                                                                           |        |
|                                                                                                                                           |        |

 

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