**Exhibit 10.08**

**FIFTH AMENDED AND RESTATEDCERTIFICATE OF INCORPORATION OFZAMBA CORPORATION**

             ZambaCorporation, a corporation organized and existing under the laws of the Stateof Delaware hereby certifies as follows:

**             FIRST:****   **The name of this corporation (hereinafter the“Corporation”) is**ZAMBA CORPORATION**.  The namewas changed to Zamba Corporation from Racotek, Inc. on October 5, 1998.  The corporation was originally incorporatedunder the name RaCoTek, Inc. and the date of filing of its original Certificateof Incorporation with the Secretary of State of the State of Delaware is August15, 1990.  The current articles ofincorporation, the Fourth Amended and Restated Certificate of Incorporation,are dated December 30, 1998.

**             SECOND:****   **The text of the Fourth Amended and RestatedCertificate of Incorporation of the Corporation is hereby amended and restatedin its entirety to become the Fifth Amended and Restated Certificate ofIncorporation and to read as follows:

**ARTICLE 1**

             Thename of this Corporation is Zamba Corporation.

**ARTICLE 2**

             Theaddress of the registered office of the Corporation in the State of Delaware isThe Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,Wilmington, County of New Castle, Delaware 19801, and the name of theregistered agent of the Corporation in the State of Delaware at such addressis:  The Corporation Trust Company.

**ARTICLE 3**

             Thepurposes and powers of the Corporation shall be to conduct any lawful act oractivity, for which corporations may be organized under the General CorporationLaw of the State of Delaware.

**ARTICLE 4**

**             Section 1.         Classes of Stock**

             ThisCorporation is authorized to issue two classes of stock to be designated,respectively, “Common Stock” and “Preferred Stock”, both of which shall have apar value of $0.01 per share.  The totalnumber of shares which the Corporation is authorized to issue is 125,000,000,of which 120,000,000 shares shall be Common Stock and 5,000,000 shares shall bePreferred Stock.

**             Section 2.         Designation of Series of PreferredStock**

             TheBoard of Directors is authorized to provide for the issuance of the shares ofPreferred Stock in one or more series, and, by filing a certificate ofdesignation pursuant to the General Corporation Law of the State of Delaware,to establish from time to time the number of shares to be included in each suchseries, to fix the designation, powers, preferences and rights of the shares ofeach such series and any qualifications, limitations or restrictions thereof,and to increase or decrease the number of shares of any such series (but notabove the total number of shares of Preferred Stock authorized when combinedwith other series of Preferred Stock nor below the number of shares of suchseries then outstanding).  In case thenumber of shares of any series shall be so decreased, the shares constitutingsuch decrease shall resume the status that they had prior the adoption of theresolution originally fixing the number of shares of such series.

             Exceptas may be expressly provided in any Certificate of Designation designating anyseries of Preferred Stock pursuant to the foregoing provisions of this Article4, any new series of Preferred Stock may be designated, fixed and determined asprovided herein by the Board of Directors without approval of the holders ofCommon Stock or the holders of Preferred Stock, or any series thereof, and anysuch new series may have powers, preferences and rights, including, withoutlimitation, voting rights, dividend rights, liquidation rights, redemptionrights and conversion rights, senior to, junior to or pari passu with therights of the Common Stock, the Preferred Stock, or any future class or seriesof Preferred Stock or Common Stock.

**ARTICLE 5**

             Adirector of the Corporation shall not be personally liable to the Corporationor its stockholders for monetary damages for breach of fiduciary duty as adirector, except for (i) liability based on a breach of the duty of loyalty tothe Corporation or its stockholders; (ii) liability for acts or omissions notin good faith or that involve intentional misconduct or a knowing violation oflaw; (iii) liability based on the payment of an improper dividend or animproper repurchase of the Corporation’s stock under Section 174 of the GeneralCorporation Law of the State of Delaware; or (iv) liability for any transactionfor which the director derived an improper personal benefit.  If the General Corporation Law of the Stateof Delaware is hereafter amended to authorize the further elimination orlimitation of the liability of directors, then the liability of a director ofthe Corporation in addition to the limitation on personal liability providedherein, shall be limited to the fullest extent permitted by the amended GeneralCorporation Law of the State of Delaware.  Any repeal or modification of this Article by the stockholders ofthe Corporation shall be prospective only and shall not adversely affect anylimitation on the personal liability of a director of the Corporation existingat the time of such repeal or modification.

**ARTICLE 6**

             Thepower to adopt, amend, or repeal the Bylaws of this Corporation is herebyconferred upon the Board of Directors to the full extent permitted by law,subject, however, to the power of the stockholders of this Corporation toadopt, amend, or repeal Bylaws.

**ARTICLE 7**

             Electionof directors need not be by written ballot unless the Bylaws of thisCorporation shall so provide.

**             THIRD:   **This Fifth Amendment and Restated Certificate ofIncorporation has been duly adopted in accordance with the provisions ofSections 242 and 245 of the General Corporation Law of the State of Delaware,with notice to nonconsenting stockholders having been given in accordance withSection 228(d) of the General Corporation Law of the State of Delaware.

**             INWITNESS WHEREOF****,**Zamba Corporation has caused this Fifth Amended and Restated Certificateof Incorporation to be signed by its Chief Executive Officer and attested to byits Secretary in Minneapolis, Minnesota this 3rd day of August,2001.

 

|                    | **ZAMBA  CORPORATION** |
|-------------------------|------------------------|
|                    |                   |
|                    |                   |
|                    | By:                    | /s/ | Doug  Holden |
|                    |                   | Doug  Holden, Chief Executive Officer |
| ATTEST:                 |                   |
|                    |                   |
|                    |                   |
| /s/  Ian Nemerov        |                   |
| Ian  Nemerov, Secretary |                   |