**EXHIBIT 10.01**

 

**AGREEMENT**

 

ThisAgreement (the “Agreement”) is entered into as of the 6th day of August, 2004,by and between Zamba Corporation, a Delaware corporation (the “Company”) andPandora Select Partners LP, a British Virgin Islands limited partnership(“Pandora”).

 

**RECITALS**

 

WHEREASunder date of May 13, 2004, the Company and Pandora entered into a PurchaseAgreement whereby Pandora advanced to the Company $750,000.00 on certain termsand conditions and the Company issued and delivered to Pandora a SecuredPromissory Note ( the “Note”) in the principal amount of $750,000.00 and aWarrant (the “Warrant”) to purchase 1,339,286 shares of common stock of theCompany; and

 

WHEREAS,in execution and delivery of the Note and Warrant, Zamba and Pandora enteredinto a Security Agreement and a Registration Rights Agreement; and

 

WHEREAS,on even date herewith, the Company has entered into a Agreement and Plan ofMerger (the “Merger Agreement”) between and among the Company, TechnologySolutions Company (“Parent”) and Z Acquisition Corp. (“Subsidiary”) whereby,subject to the satisfaction of certain conditions, including approval of MergerAgreement by the stockholders of the Company, whereby Subsidiary will be mergedwith and into the Company and the stockholders of the Company will receive inexchange for shares of common stock of the Company, shares of common stock ofParent; and

 

WHEREAS,in order to facilitate completion of the Merger Agreement and of thetransactions contemplated therein, the Company and Pandora desire to amendcertain of the agreements reflected in the Note, Warrant, and RegistrationRights Agreement as set forth in this Agreement.

 

NOWTHEREFORE, in consideration of the premises and of the terms and conditionshereinafter set forth, the parties agree as follows:

 

1.               Defined Terms.  Unless the context otherwise requires,capitalized terms not defined in this Agreement shall have the meaning setforth in the respective Agreements referred to above.

 

2.               Waiver ofRegistration Rights.  Until thetermination of the Merger Agreement, whether by abandonment, agreement of theparties or otherwise, the obligation of Zamba to file a registration statementpursuant to the Registration Rights Agreement shall be suspended.  There shall be substituted for the date“August 15, 2004” in Section 2.1(a) of the Registration RightsAgreement, “forty-five (45) days following termination of the Merger Agreement”and there shall be substituted for the phrase “by November 15, 2004,” inthe same Section 2.1(a), “Within ninety (90) days following filing of theregistration statement”.  Finally, thedate of November

 

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15, 2004 appearing in Section 2.1(b) of the Registration RightsAgreement shall be extended to the date that is the later of November 15,2004 or fifteen (15) days following termination of the Merger Agreement.

 

3.               Until theMerger Agreement is terminated, the Company shall make payments under the Noteas provided in Section 2(b) of said Note except that all such paymentsshall be made in cash and the Company shall not have any right to delivercommon stock in lieu of such cash payments. At the Effective Time of the Merger, the Company shall pay in full theremaining unpaid principal balance of the Note and upon such payment Pandorashall deliver to the Company such documents as may be reasonably requested torelease the security interest of Pandora in the collateral described in theSecurity Agreement, including, but not limited to, such documents as may berequired under the Uniform Commercial Code, and Pandora shall deliver to theCompany the Note marked “Paid”. Paragraph 3 of the Note shall apply to any payments due on or after thedate of termination of the Merger Agreement.

 

4.               Purchase ofWarrant.  At the Effective Time of theMerger, the Company shall purchase from Pandora the Warrant for a purchaseprice of $60,000.  Upon delivery of theWarrant to the Company at the Effective Time, the Company shall pay to Pandorathe sum of $60,000 in cash or by wire transfer and thereupon all rights ofPandora with respect to the Warrant shall terminate.  The right of the Company to purchase the Warrant shall be subjectto completion of the Merger and in the event that the Merger Agreement isterminated, the right of the Company to purchase the Warrant will terminate.

 

5.               Notices.  Company shall promptly notify Pandora on thetermination of the Merger Agreement and shall give Pandora at least five (5)days prior written notice of the Effective Time of the Merger.

 

6.               Governing Law.  The laws of the State of Minnesota shallgovern the interpretation, validity and performance of the terms of thisAgreement, regardless of the law that might be applied under principles ofconflicts of law.

 

7.               Successors andAssigns.  Except as otherwise expresslyprovided herein, the provisions hereof shall inure to the benefit of, and bebinding upon the successors, assigns, heirs, executors and administrators ofthe parties hereto.

 

8.               EntireAgreement.  ThisAgreement constitutes the full and entire understanding of the Agreement betweenthe parties with respect to the subject matter hereof.  Except as otherwise expressly amended ormodified by this Agreement, the Registration Rights Agreement, Warrant, Noteand Security Agreement shall remain in full force and effect in accordance withtheir respective terms as so amended or modified.

 

9.               Notices.  All notices, requests, consents, and othercommunications hereunder shall be in writing and shall be deemed effectivelygiven and received when delivered in person or by national overnight courierservice or by certified or registered mail, return receipt requested, or bytelecopier, addressed to the parties as set forth in the Warrant.

 

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INWITNESS WHEREOF, the parties have caused this Agreement to be executed anddelivered by their respective duly authorized officers or representatives as ofthe day first above written.

 

 
| ZAMBA CORPORATION |                    | PANDORA SELECT PARTNERS, LP |
|-------------------|-------------------------|-----------------------------|
|              |                    |                        |
|              |                    |                        |
| By:               | /s/ Michael H. Carrel   |                        |   | By | /s/ Andrew Redleaf |   |
|              | Michael H. Carrel       |                        | Its | Managing Member of the |
|              | Chief Executive Officer |                        |   | General Partner |
|                   |                         |                             |  |  |  |  |

 

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