#### **EXHIBIT10.02**

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#### **STOCK PURCHASE AGREEMENT**

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This Stock PurchaseAgreement (this “Agreement”) is made and entered into as of the 29th day ofMay, 2002, by and between Zamba Corporation, a Delaware corporation (the“Company”), and Robert S. Colman Trust (the “Purchaser”).

 

WHEREAS, the Company owns1,966,667 shares of Series A preferred stock, $.0001 par value per share(“Zamba’s NextNet Stock”) of NextNet Wireless, Inc., a Delaware corporation(“NextNet”), which represents approximately 29% of the outstanding capitalstock of NextNet; and

 

WHEREAS, Zamba’s NextNetStock can be converted to common shares of NextNet at the exchange ratio ofthree shares of common stock for every one share of preferred stock; and

 

WHEREAS, Zamba’s NextNetStock is also subject to the Investors Rights Agreement dated September 21,1998, by and among NextNet, the Company and certain other investors, and theVoting Agreement dated September 21, 1998, by and among NextNet, the Companyand certain other investors; and

 

WHEREAS, the Purchaser isthoroughly familiar with NextNet’s business, financial condition and prospects;and

 

WHEREAS, the Purchaserdesires to purchase from the Company and the Company has agreed to sell certainof its shares of Zamba’s NextNet Stock (the “Shares”) pursuant to the terms ofthis Agreement; and

 

WHEREAS, the Purchaseracknowledges that there is no established trading market for Zamba’s NextNetStock or the Shares to be issued hereunder;

 

NOW, THEREFORE, inconsideration of the premises and other good and valuable consideration, thereceipt and adequacy of which are hereby acknowledged, the parties agree asfollows:

 

# 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:

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## (a)           The Company hereby sells to thePurchaser, and the Purchaser hereby purchases from the Company, 16,667 sharesof Zamba’s NextNet Stock (the “Shares”), at a purchase price of $6.00 pershare, for an aggregate purchase price of $100,002.  Promptly upon execution of this Agreement, the Purchaser shallpay the full amount of the purchase price to the Company by wire transfer inimmediately available funds to an account designated in writing by the Company.

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## (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. The noticewill entitle NextNet to exercise its right of first refusal pursuant to theRefusal Agreement.

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## (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.

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## (d)           If any of the eligible investors inNextNet elects to exercise its pro rata right of first refusal pursuant toSection 1(c) above, the Company will forward to the Purchaser the payments theCompany receives from such investor(s) within five business days of theCompany’s receipt of such payment, and the number of Shares that the Purchaserwill receive pursuant to this Agreement shall be reduced on a pro ratabasis.  Within ten business days afterthe expiration of the investor refusal period, the Company shall deliver to thePurchaser a certificate registered in the Purchaser’s name representing thenumber of Shares purchased.

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

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## (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.

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## (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.

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## (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.

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## (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

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## obtaining in addition to, or verifying the accuracy ofthe information provided, regarding the Company’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.

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

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## (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.

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## (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.

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## (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.

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## (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 duly authorized by all necessaryaction on the part of the Purchaser, has been duly executed by an authorizedofficer or representative of the Purchaser, and is a legal, valid, and bindingobligation of the Purchaser enforceable in accordance with its terms.

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## (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.

 

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3.             Accredited Investor Status.  The Purchaser is an “accredited investor” asdefined in Rule 501(a) of Regulation D of the Securities Act, because thePurchaser meets at least one of the following criteria (please check one):

 

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

 

o            ThePurchaser is a natural person who had an individual income in excess of$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            ThePurchaser is either (i) a bank as defined in Section 3(a)(2) of the SecuritiesAct, or any savings and loan association or other institution as defined inSection 3(a)(5)(A) of the Securities Act whether acting in its individual orfiduciary capacity, any broker or dealer registered pursuant to Section 15 ofthe Securities Exchange Act of 1934, (ii) an insurance company as defined inSection 2(13) of the Securities Act, (iii) an investment company registeredunder the Investment Company Act of 1940 or a business development company asdefined in Section 2(a)(48) of such Act, (iv) a Small Business InvestmentCompany licensed by the U.S. Small Business Administration under Section 301(c)or (d) of the Small Business Investment Act of 1958, or (v) an employee benefitplan within the meaning of Title I of the Employee Retirement Income SecurityAct of 1974, if the investment decision is made by a plan fiduciary, as definedin Section 3(21) of such Act, which plan fiduciary is either a bank, savingsand loan association, insurance company or registered investment adviser, or ifthe employee benefit plan has total assets in excess of $5,000,000 or, if aself directed plan, with investment decisions made solely by persons who areaccredited investors; or

 

o            ThePurchaser is a private business development company as defined in Section202(a)(22) of the Investment Advisers Act of 1940; or

 

o            ThePurchaser is an organization described in Section 501(c)(3) of the InternalRevenue Code, a corporation, Massachusetts or similar business trust, orpartnership, not formed for the specific purpose of acquiring the Shares, withtotal assets in excess of $5,000,000; or

 

o            ThePurchaser is a director or executive officer of the Company; or

 

ý            ThePurchaser is a trust, with total assets in excess of $5,000,000, not formed forthe specific purpose of acquiring the Shares, whose purchase is directed by asophisticated person as described in Rule 506(b)(2)(ii) of Regulation D of theSecurities Act; or

 

o            ThePurchaser is any entity in which all of the equity owners are accreditedinvestors.

 

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# 4.             Representations and Warrantiesof the Company.  As a materialinducement for the Purchaser’s purchase of the Shares, the Company represents,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.

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## (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.

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

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## (a)           If the Company shall at any time consolidatewith or merge into to another corporation (where the Company is not thecontinuing corporation after such merger, consolidation, sale of all orsubstantially all of its assets or other change-in-control), or the Companyshall sell, transfer or lease all or substantially all of its assets, then, inany such case, the Purchaser thereupon (and thereafter) shall continue to beentitled to be bound by the terms of this Agreement and shall be entitled toreceive the number of Shares determined in accordance with Section 1 above.

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## (b)           If NextNet shall at any timeconsolidate with or merge into another corporation (where NextNet is not thecontinuing corporation after such merger, consolidation or otherchange-in-control), or NextNet shall sell, transfer or lease all orsubstantially 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.

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# 6.             Insolvency or Bankruptcy of theCompany or NextNet.  Upon theinsolvency or bankruptcy (whether voluntary or involuntary) of the Company orNextNet, or the appointment of or taking possession by a receiver, liquidator,assignee, trustee, custodian, sequestrator (or other similar official) of theCompany or NextNet or any substantial part of the Company’s or NextNet’sproperty, or any general assignment for the benefit of creditors of the Companyor NextNet, the Purchaser shall be an unsecured general creditor of the Companyor NextNet, as applicable, and shall not have any security interest or otherrights in connection with this Agreement or the Shares purchased hereunder.

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# 7.             Miscellaneous.

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## (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.

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## (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 pursuantto this Agreement shall contain the following legends:

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**THESE SHARES HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAYNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO ANEFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THEFOREGOING LAWS.  ACCORDINGLY, THESESHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT (i) ANOPINION OF COUNSEL SATISFACTORY TO ZAMBA CORPORATION THAT SUCH SALE, TRANSFEROR OTHER DISPOSITION MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THESECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR (ii) SUCHREGISTRATION.**

 

**THESHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT BY AND AMONG THECOMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY (A COPY OF WHICH MAY BEOBTAINED FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THEPERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUNDBY ALL THE PROVISIONS OF SAID VOTING AGREEMENT.**

 

## (d)           Notices.  All notices, consents, requests, demands,instructions or other communications provided for herein shall be in writingand shall be deemed validly 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: |   | Colman Partners              |
|----------------------|--------|------------------------------|
|                 |   | Bob Colman                   |
|                 |   | 300 Tamal Plaza, Suite  280  |
|                 |   | Corte Madera, CA  94925 |

 

## (e)           Entire Agreement and Counterparts.  This Agreement evidences the entireagreement between the Company and the Purchaser relating to the subject matterhereof and supersedes in all respects any and all prior oral or writtenagreements or understandings.  ThisAgreement may not be amended or modified, and no provisions hereof may bewaived, except by written instrument signed by both the Company and the Purchaser.  This Agreement may be executed incounterparts, each of which shall be deemed an original and all of which, whentaken together, shall constitute one Agreement.

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## (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.

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## (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.

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## (h)           Headings.  Section headings used in this Agreement haveno legal significance and are used solely for convenience of reference.

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## (i)            Expenses.  Each party shall pay for its own legal,accounting and other similar expenses incurred in connection with thetransaction contemplated by this Agreement.

 

IN WITNESS WHEREOF, theCompany and the Purchaser have executed this Agreement as of the date set forth

in the firstparagraph.

 
| THE  COMPANY:  |                                                  | THE  PURCHASER: |
|---------------------|-------------------------------------------------------|-----------------|
|                |                                                  |            |
| ZAMBA  CORPORATION  |                                                  |            |
|                |                                                  |            |
| By:                 | /s/ Michael H. Carrel                                 |            |   | /s/ Robert S. Colman |
| Name:               | Michael H. Carrel                                     |            |   | Name: Robert S. Colman |
| Title:              | Chief Financial Officer  and Executive Vice President |            |   | Trustee |

 

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