#### **EXHIBIT10.03**

 

#### STOCK PURCHASEAGREEMENT

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This Stock Purchase Agreement (this “Agreement”) ismade and entered into as of the 7th day of June 2002, by and between ZambaCorporation, a Delaware corporation (the “Company”), and Doll TechnologyInvestment Fund A (the “Purchaser”).

 

WHEREAS, the Company owns shares of Series A preferredstock, $.0001 par value per share (“Zamba’s NextNet Stock”) of NextNetWireless, Inc., a Delaware corporation (“NextNet”); and

 

WHEREAS, an individual designated by the Purchaser isa member of the Company’s Board of Directors and of NextNet’s Board ofDirectors, and therefore is thoroughly familiar with the Company’s andNextNet’s business, financial condition and prospects; and

 

WHEREAS, the Purchaser desires to purchase from theCompany and the Company desires to sell to the Purchaser certain of its sharesof Zamba’s NextNet Stock; and

 

WHEREAS, the Purchaser acknowledges that there is noestablished trading market or other current valuation for Zamba’s NextNet Stockor the Shares to be issued hereunder;

 

NOW, THEREFORE, in consideration of the premises andother good and valuable consideration, the receipt and adequacy of which arehereby acknowledged, the parties agree as follows:

 

1.             Purchaseand Sale of Preferred Stock.  In considerationof this Agreement, the Company hereby agrees to sell to the Purchaser, and thePurchaser hereby agrees to purchase from the Company, the Shares in accordancewith the following terms:

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## (a)           TheCompany hereby sells to the Purchaser, and the Purchaser hereby purchases fromthe Company, 22,786 shares of Zamba’s NextNet Stock (the “Shares”), at apurchase price of $6.00 per share, for an aggregate purchase price of$136,716.  Promptly upon execution ofthis Agreement, the Purchaser shall pay the full amount of the purchase priceto the Company by wire transfer in immediately available funds to an accountdesignated in writing by the Company.

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## (b)           Promptlyupon receipt of the purchase price, the Company shall present the transactionto the independent members of the Company’s Board of Directors for the approvalor disapproval of the Board of Directors. If the Company’s Board of Directors disapproves the transaction, thefull purchase price shall be promptly refunded to the Purchaser.  If the Company’s Board of Directors approvesthe transaction, the Company shall, within five business days of such approval,deliver to NextNet a notice pursuant to the Right of First Offer set forth inSection 1.1 of the Right of First Refusal Agreement

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## (the “Refusal Agreement”) dated September 21, 1998 byand among the Company, NextNet, and the holders of the Series B Preferred Stockof NextNet.

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## (c)           IfNextNet elects to exercise its right of first refusal pursuant to Section 1(b)above, the Purchase Price shall be refunded to the Purchaser within fivebusiness days of the Company’s receipt of full payment from NextNet for theShares, and the Purchaser shall not receive any of the Shares.  If NextNet declines to exercise its right offirst refusal, the Company shall, within five business days after the Company’sreceipt of NextNet’s notice to decline its right, notify each investor inNextNet eligible under the Refusal Agreement of its opportunity to exercise itspro rata right of first refusal pursuant to the Refusal Agreement.

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## (d)           Ifany of the eligible investors in NextNet 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 after theexpiration 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.             Representations and Warrantiesof the Purchaser.  As a materialinducement for the Company’s issuance and sale of the Shares, the Purchaserrepresents, warrants, covenants and acknowledges to the Company that:

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## (a)           ThePurchaser understands that the issuance of the Shares have not been registeredunder the Securities Act of 1933, as amended (the “Securities Act”), orapplicable state securities laws. Instead, the Company is issuing the Shares pursuant to exemptions fromsuch laws and in doing so is and would be relying on, among other things, thePurchaser’s representations, warranties, covenants and acknowledgementscontained herein.

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## (b)           ThePurchaser qualifies as an “accredited investor” as such term is defined in Rule501(a) of Regulation D under the Securities Act, and as further represented inSection 3 of this Agreement.

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## (c)           ThePurchaser has sufficient knowledge and experience in financial and businessmatters that the Purchaser is capable of evaluating the merits and risks ofinvesting in the Shares.

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## (d)           ThePurchaser has been provided with or given access to such additional informationas the Purchaser has requested from the Company (including the opportunity tomeet with Company officers and to review all the documents that Purchaser mayhave requested) and has utilized such information to his satisfaction for thepurpose of obtaining in addition to, or verifying the accuracy of theinformation provided, regarding the Company’s and NextNet’s business, financialcondition and prospects.

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## (e)           ThePurchaser understands that the purchase of the Shares is a highly speculativeinvestment and involves a high degree of risk. The Purchaser believes that the investment in the Shares is suitablebased upon the Purchaser’s investment objectives and financial needs and the Purchaserhas adequate means of providing for current financial needs and personalcontingencies, has no need for liquidity of investment with respect to theShares and can afford a complete loss of such investment.

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## (f)            ThePurchaser is acquiring the Shares for his own account, for investment purposesonly, and without the intention of reselling or redistributing the Shares.

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## (g)           ThePurchaser is aware that, in the view of the Securities and Exchange Commission,a purchase of the Shares with an intent to resell by reason of any foreseeablespecific contingency or anticipated change in market values, or any change inNextNet’s condition, or in connection with a contemplated liquidation orsettlement of any loan obtained for the acquisition of the Shares and for whichthe Shares were pledged, would constitute an intent inconsistent with theforegoing representation.

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## (h)           If,contrary to the Purchaser’s foregoing intentions, it should later desire todispose of or transfer any of the Shares in any manner, the undersigned shallnot do so without (i) if reasonably requested by NextNet, first obtaining anopinion of counsel reasonably satisfactory to NextNet that such proposeddisposition or transfer may lawfully be made without registration pursuant tothe Securities Act and applicable state securities laws (it hereby beingacknowledged that NextNet will not require such an opinion for transactionsmade pursuant to Rule 144 except in unusual circumstances) or(ii) registering the resale of the Shares under the Securities Act andapplicable state securities laws. Notwithstanding the provisions of thissubsection (h), no such registration or opinion of counsel shall be necessaryfor a transfer by Purchaser to any limited partner or affiliated entities, if(X) the Purchaser certifies in writing to NextNet that the Purchaser is notreceiving any consideration in connection with the transfer and (Y) theprospective transferee agrees in all such instances in writing to be subject tothe terms hereof to the same extent as if he or she were an original Purchaser hereunder.

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## (i)            Neitherthe Company nor NextNet has any obligation to register the Shares for resaleunder the Securities Act or any applicable state securities laws, or to takeany other action which would facilitate the availability of federal or stateregistration exemptions in connection with any resale of the Shares.  Accordingly, the Purchaser may be prohibitedby law from selling or otherwise transferring or disposing of the Shares andmay have to bear the economic risk of his investment in NextNet for anindefinite period.

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## (j)            ThePurchaser, if other than an individual, represents that (a) the Purchaser wasnot organized for the specific purpose of acquiring the Shares; and (b) thisAgreement has been duly authorized by all necessary action on the part of thePurchaser, has been duly executed by an authorized officer or representative ofthe Purchaser, and is a legal, valid, and binding obligation of the Purchaserenforceable in accordance with its terms.

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## (k)           Thereis no investment banker, broker, finder or other intermediary which has beenretained by or is authorized to act on behalf of Purchaser who might beentitled to any fee or commission from the Company upon consummation of thetransactions contemplated by this Agreement.

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## (l)            ThePurchaser agrees to be bound by the transfer restrictions described in Section3.6 of the Series A Preferred Stock Purchase Agreement dated as of September21, 1998 between the Company and NextNet.

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## (m)          Purchaseracknowledges that the provisions of the Right of First Refusal Agreement datedas of September 21, 1998 among the Zamba, NextNet and the Series B Purchasersidentified therein shall continue to apply to the Shares in the hands of thePurchaser.  

 

3.             AccreditedInvestor Status.               ThePurchaser is an “accredited investor” as defined in Rule 501(a) of Regulation Dof the Securities Act, because the Purchaser meets at least one of thefollowing criteria (please check one):

 

o           The Purchaser is a naturalperson whose 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           The Purchaser is a naturalperson who had an individual income in excess of $200,000 in each of the twomost recent years or joint income with the Purchaser’s spouse in excess of$300,000 in each of those years and who reasonably expects to reach the sameincome level in the current year; or

 

o            The Purchaser is either (i) a bankas defined in Section 3(a)(2) of the Securities Act, or any savings and loanassociation or other institution as defined in Section 3(a)(5)(A) of theSecurities Act whether acting in its individual or fiduciary capacity, anybroker or dealer registered pursuant to Section 15 of the Securities ExchangeAct of 1934, (ii) an insurance company as defined in Section 2(13) of theSecurities Act, (iii) an investment company registered under the InvestmentCompany Act of 1940 or a business development company as defined in Section2(a)(48) of such Act, (iv) a Small Business Investment Company licensed by theU.S. Small Business Administration under Section 301(c) or (d) of the SmallBusiness Investment Act of 1958, or (v) an employee benefit plan within themeaning of Title I of the Employee Retirement Income Security Act of 1974, ifthe investment decision is made by a plan fiduciary, as defined in Section3(21) of such Act, which plan fiduciary is either a bank, savings and loanassociation, insurance company or registered investment adviser, or if the employeebenefit plan has total assets in excess of $5,000,000 or, if a self directedplan, with investment decisions made solely by persons who are accreditedinvestors; or

 

o            The Purchaser is a private businessdevelopment company as defined in Section 202(a)(22) of the Investment AdvisersAct of 1940; or

 

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o             The Purchaser is an organizationdescribed in Section 501(c)(3) of the Internal Revenue Code, a corporation,Massachusetts or similar business trust, or partnership, not formed for thespecific purpose of acquiring the Shares, with total assets in excess of$5,000,000; or

 

o            The Purchaser is a director orexecutive officer of the Company; or

 

o            The Purchaser is a trust, with totalassets in excess of $5,000,000, not formed for the specific purpose ofacquiring the Shares, whose purchase is directed by a sophisticated person asdescribed in Rule 506(b)(2)(ii) of Regulation D of the Securities Act; or

 

ý            The Purchaser is any entity in whichall of the equity owners are accredited investors.

 

# 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)           TheCompany is a corporation duly organized, validly existing and in good standingunder the laws of the State of Delaware and has the requisite corporate powerand authority to own its properties and to carry on its business as now beingconducted and presently proposed to be conducted.

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## (b)           TheShares are being transferred to the Purchaser free and clear of any liens,encumbrances or other restrictions, other than restrictions on transfer thatare contained in the Investors Rights Agreement of NextNet, as it may be amendedfrom time to time, the Voting Agreement of NextNet, as it may be amended fromtime to time, or are otherwise set forth herein or imposed by applicablesecurities laws.

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

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## (a)           Ifthe Company shall at any time consolidate with or merge into to anothercorporation (where the Company is not the continuing corporation after suchmerger, consolidation, sale of all or substantially all of its assets or otherchange-in-control), or the Company shall sell, transfer or lease all orsubstantially all of its assets, then, in any such case, the Purchaserthereupon (and thereafter) shall continue to be entitled to be bound by theterms of this Agreement and shall be entitled to receive the number of Sharesdetermined in accordance with Section 1 above.

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## (b)           IfNextNet shall at any time consolidate with or merge into another corporation(where NextNet is not the continuing corporation after such merger,consolidation or other change-in-control), or NextNet shall sell, transfer orlease all or substantially all of its assets, then, in any such case, thePurchaser thereupon (and thereafter) shall be entitled to receive the number ofShares (or the proceeds resulting from the sale of such Shares in connectionwith such merger, consolidation, or other change-in-control) determined inaccordance with 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)           BindingEffect.  This Agreement shall bebinding upon and inure to the benefit of and be enforceable against the partieshereto and their respective successors and permitted assigns.

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## (b)           GoverningLaw.  This Agreement shall in allrespects be governed by, and enforced and interpreted in accordance with, thelaws of the State of Minnesota, except with respect to its rules relating toconflicts of laws.

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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 THE SECURITIESACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BESOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVEREGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOINGLAWS.  ACCORDINGLY, THESE**

 

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**SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OFWITHOUT (i) AN OPINION OF COUNSEL SATISFACTORY TO ZAMBA CORPORATION THAT SUCHSALE, TRANSFER OR OTHER DISPOSITION MAY LAWFULLY BE MADE WITHOUT REGISTRATIONUNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR (ii)SUCH REGISTRATION.**

 

**THE SHARES EVIDENCED HEREBY ARESUBJECT TO A VOTING AGREEMENT BY AND AMONG THE COMPANY AND CERTAIN STOCKHOLDERSOF THE COMPANY (A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY), AND BYACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALLBE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAIDVOTING 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) deliveredpersonally, (b) sent by certified or registered mail, postage prepaid,(c) sent by reputable overnight delivery service, or (d) sent bytelephonic facsimile transmission, and, pending the designation of anotheraddress, 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                   |
|                 |   |                                   |
| If to the Purchaser: |   | Doll Technology Investment Fund        |
|                 |   | c/o Doll Capital Management            |
|                 |   | 3000 Sand Hill Road, Bldg 3, Suite 225 |
|                 |   | Menlo Park, CA 94205                   |
|                 |   | Fax: (650) 854-9159                    |

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## (e)           EntireAgreement and Counterparts.  ThisAgreement evidences the entire agreement between the Company and the Purchaserrelating to the subject matter hereof and supersedes in all respects any andall prior oral or written agreements or understandings.  This Agreement may not be amended ormodified, and no provisions hereof may be waived, except by written instrumentsigned by both the Company and the Purchaser. This Agreement may be executed in counterparts, each of which shall bedeemed an original and all of which, when taken together, shall constitute oneAgreement.

 

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## (f)            ThePurchaser and the Company understand the meaning and legal consequences of theagreements, representations and warranties contained herein.  The Purchaser and the Company agree thatsuch agreements, representations and warranties shall survive and remain infull force and effect after the execution hereof and payment for the Shares.

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## (g)           Anycontroversy or claim arising out of or relating to this Agreement, theSubscriber’s purchase of Shares or any breach of this Agreement, shall besettled by arbitration administered by the American Arbitration Association inaccordance with its Securities Arbitration Rules, and judgment on the awardrendered by the Arbitrator(s) may be entered in any court having jurisdictionthereof.

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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, the Company and the Purchaser haveexecuted this Agreement as of the date set forth in the first paragraph.

 
| THE COMPANY:  | THE PURCHASER:                                                     |
|--------------------|--------------------------------------------------------------------|
| ZAMBA CORPORATION  | DOLL TECHNOLOGY INVESTMENT FUND, A CALIFORNIA  LIMITED PARTNERSHIP |
|               |                                                               |
|               |                                                               |
| By:                | /s/ Michael H.  Carrel                                             |   | /s/ Dixon R.  Doll |   |
| Name:              | Michael H.  Carrel                                                 |   | Name: Dixon R.  Doll |   |
| Title:             | CFO                                                                |   | Title: Managing Member |   |
|               |                                                               |   |   |

 

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