**Exhibit 10.08**

 

**LEASE TERMINATIONAGREEMENT AND RELEASE**

 

 

This LeaseTermination Agreement and Release (“Agreement”) is entered into as of this 10thday of October, 2002, by and between Army Corps Centre Operating Associates,Limited Partnership, a/k/a Army Corps Operating Associates, LP, a New MexicoLimited Partnership, successor-in-interest to CC Commercial LP (“Army Corps”),Zamba Corporation, a Delaware Corporation (“Zamba”) and ZCA Corporation, aMinnesota Corporation f/k/a Camworks, Inc., (“ZCA”).

 

**FACTS**

 

A.            On or about October 3, 1997, CCCommercial LP, the predecessor-in-interest to Army Corps entered into a leasewith Camworks, Inc.  thepredecessor-in-interest to ZCA, a wholly-owned subsidiary of Zamba, forpremises at 190 South Fifth Street, St. Paul, Minnesota (the “Lease”).  The Lease was amended by the followingamendments: Amendment to Lease dated January 5, 1998; Second Amendment to Leasedated November 11, 1998; Third Amendment to Lease dated June 25, 1999; FourthAmendment to Lease dated November 3, 1999; and Fifth Amendment to Lease datedJune 2, 2000.

 

B.            On or about September 13, 2002, ArmyCorps filed an Amended Complaint against Zamba and ZCA regarding the Lease inRamsey County District Court, State of Minnesota (the “Complaint”).

 

C.            Army Corps, Zamba and ZCA haveagreed to terminate the Lease, and any and all amendments or modificationsthereto and dismiss the Complaint on the terms and conditions set forth below.

 

D.            Army Corps Centre OperatingAssociates, Limited Partnership is a validly registered Foreign LimitedPartnership authorized to do business in the State of Minnesota and is theproper party in interest in all respects relating to the Lease and in the casestyled *ArmyCorps Operating Associates, LP successor-in-interest to CC Commercial, LP v.Zamba Corporation and ZCA Corporation f/k/a Camworks, Inc.*, filenumber 62-C1-02-867 venued in the Ramsey County District Court, State ofMinnesota. Furthermore, Army Corps Operating Associates, LP is not a separateor distinct entity from Army Corps Centre Operating Associates, LimitedPartnership.

 

**NOW THEREFORE**,for good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged, the parties hereto agree as follows:

 

1.             Termination of Lease andDismissal of Complaint.  Uponexecution of this Agreement, the Lease shall be terminated (the “TerminationDate”) and Army Corps shall cause its attorneys to file a Stipulation and Orderfor Dismissal without Prejudice with the Ramsey County District Court.

 

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2.             Termination Payment.  In conjunction with the termination of theLease and the dismissal of the Complaint, Zamba shall pay to Army Corps the sumof Five Hundred Thousand Dollars ($500,000.00) (the “Termination Payment”),payable in increments (each a “Payment”) according to the following schedule:

 
| October 11, 2002:  |   | $ | 75,000.00  |   |
|--------------------|--------|---|------------|--------|
| November 1, 2002:  |   | $ | 30,000.00  |   |
| December 1, 2002:  |   | $ | 30,000.00  |   |
| January 1, 2003:   |   | $ | 30,000.00  |   |
| February 1, 2003:  |   | $ | 30,000.00  |   |
| March 1, 2003:     |   | $ | 30,000.00  |   |
| April 1, 2003:     |   | $ | 30,000.00  |   |
| May 1, 2003:       |   | $ | 30,000.00  |   |
| June 1, 2003:      |   | $ | 30,000.00  |   |
| July 1, 2003:      |   | $ | 30,000.00  |   |
| August 1, 2003:    |   | $ | 30,000.00  |   |
| September 1, 2003: |   | $ | 125,000.00 |   |

 

All paymentsmay be withheld by Zamba and ZCA until such time as the Stipulation and Orderto Dismiss the Complaint, without prejudice, is executed by the respectiveparties hereto and forwarded to the Ramsey County Court for its consideration.

 

The October11, 2002, Payment shall be delivered to Army Corps in the form of a cashier’s checkor certified funds made payable to Army Corps Operating Associates, LP anddelivered  to 1111 US Bancorp PiperJaffray Plaza, 444 Cedar Street, St. Paul, Minnesota 55101 c/o Charles E.Keenan.  Each following Payment shall bedelivered to Army Corps in the form of a check made payable to Army CorpsOperating Associates, LP and mailed to the following address: 330 GarfieldStreet, Santa Fe New Mexico, 87501 c/o Carol Hoshaw.

 

3.             Subject to Sections 7 and 10,presentment and demand for payment, notice of dishonor, protest and notice ofprotest are hereby waived by Zamba and ZCA relating to the Payments.  Payment hereunder shall be unconditional andwithout offset, recoupment or deduction of any kind.  Subsequent to any rightful filing of the Confession of Judgment,Zamba and ZCA agree to pay all reasonable costs of collection hereunderincluding reasonable attorneys’ fees.

 

4.             Zamba Release.  Zamba, for itself and for its affiliatedcorporations and partnerships, officers, directors, shareholders, agents, representatives,employees, attorneys, shareholders, successors-in-interest, personalrepresentatives, heirs, assigns and each of them, absolutely, fully and foreverreleases and discharges Army Corps and Army Corps’ respective members,officers, partners, agents, representatives, employees, servants, attorneys,successors-in-interest, assigns and each of them, whether past, present orfuture, of and from any and all claims, demands, liabilities, obligations,losses, controversies, costs, expenses, attorneys’ fees and damages of everykind, nature, character or description whatsoever, whether in law or in equity,and whether known or unknown, suspected or unsuspected, arising out of,connected with, or in any way related to the Lease.  Zamba acknowledges and agrees that the release set

 

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forth above applies to allclaims relating to the Lease whether those claims are known or unknown,foreseen or unforeseen.

 

5.             ZCA Release.  ZCA, for itself and for its affiliatedcorporations and partnerships, officers, directors, shareholders, agents,representatives, employees, attorneys, shareholders, successors-in-interest,personal representatives, heirs, assigns and each of them, absolutely, fullyand forever releases and discharges Army Corps and Army Corps’ respectivemembers, officers, partners, agents, representatives, employees, servants,attorneys, successors-in-interest, assigns and each of them, whether past,present or future, of and from any and all claims, demands, liabilities,obligations, losses, controversies, costs, expenses, attorneys’ fees anddamages of every kind, nature, character or description whatsoever, whether inlaw or in equity, and whether known or unknown, suspected or unsuspected,arising out of, connected with, or in any way related to the Lease.  ZCA acknowledges and agrees that the releaseset forth above applies to all claims relating to the Lease whether thoseclaims are known or unknown, foreseen or unforeseen.

 

6.             Army Corps Release.  Except as to the payment obligations ofZamba and ZCA as set forth herein, Army Corps, for itself and for itsaffiliated corporations and partnerships, officers, directors, shareholders,agents, representatives, employees, attorneys, shareholders, successors-in-interest,personal representatives, heirs, assigns and each of them, absolutely, fullyand forever releases and discharges Zamba and ZCA, their respective members,officers, partners, agents, representatives, employees, servants, attorneys,successors-in-interest, assigns and each of them, whether past, present orfuture, of and from any and all claims, demands, liabilities, obligations,losses, controversies, costs, expenses, attorneys’ fees and damages of everykind, nature, character or description whatsoever, whether in law or in equity,and whether known or unknown, suspected or unsuspected, arising out of,connected with, or in any way related to the Lease.  Army Corps acknowledges and agrees that the release set forthabove applies to all claims relating to the Lease whether those claims areknown or unknown, foreseen or unforeseen.

 

7.             Confession of Judgment.  Zamba shall execute the attached Confessionof Judgment (the “Confession of Judgment”) (attached hereto as **Exhibit**A)in the amount of the Termination Payment, reduced by the aggregate amount ofeach Payment received by Army Corps prior to its submission of the Confessionof Judgment.  Upon a default in paymentby Zamba under this Agreement that is not remedied within ten (10) business daysof written notice of such default pursuant to Section 10 of this Agreement fromArmy Corps to Zamba, Army Corps may submit the Confession of Judgment to theCourt identified in the Confession of Judgment.

 

8.             Entire Agreement.  This Agreement contains the entire agreementbetween the parties and may only be modified or amended by a writing signed byall parties.

 

9.             Governing Law.  This Agreement shall be governed in allrespects, including validity, interpretation and effect, by the laws of theState of Minnesota.  Any actionregarding or relating to this Agreement shall be venued in a state or federalcourt located in Ramsey County in the State of Minnesota.

 

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10.           Notices.  Any notice, demand or communication whichunder the terms of this Agreement or otherwise must or may be given or made byeither party shall be in writing and in English, and shall be given or made byregistered air mail returned receipt requested, facsimiles (electronicconfirmation required) or any delivery (courier) services requiring signatureof receipt, addressed to the respective parties as follows:

 
| To Zamba or ZCA: |   | c/o Zamba  Corporation               |   |
|------------------|--------|--------------------------------------|--------|
|             |   | 3033 Excelsior Blvd., Suite 200      |   |
|             |   | Minneapolis, MN 55416                |   |
|             |   | Attention: Chief Financial Officer   |   |
|             |   | Facsimile number: (652) 832-9383     |   |
|             |   |                                 |   |
| To Army Corps:   |   | Army Corps  Operating Associates, LP |   |
|             |   | 330 Garfield Street                  |   |
|             |   | Santa Fe, NM 87501                   |   |
|             |   | Attention: Carol Hoshaw              |   |
|             |   | Copy to:                             |   |
|             |   |                                 |   |
|             |   | Charles E.  Keenan                   |   |
|             |   | U.S. Bancorp Piper Jaffray Plaza     |   |
|             |   | 444 Cedar Street, Suite 1111         |   |
|             |   | St. Paul, MN 55101                   |   |

 

Any Notice,demand or other communications shall be deemed to have been given on the datedconfirmed as the actual date of delivery by the delivery (courier) service ofsent by such service to if sent by registered air mail, as of four days aftermailing, or sent by fax, on the next working day after transmission, showingsuccessful completion of the transmission. Notice sent by fax must also be confirmed by sending notice by delivery(courier) service or by registered mail (but hall be deemed to have been givenon the next working day after transmission by fax and receipt by the sender ofa confirmation of transmission showing successful completion of thetransmission).

 

11.           No Assignment of Claims.  The parties hereto represent and warrantthat they have not transferred or otherwise assigned, whether by contract oroperation of law, any of the claims released under this Agreement.

 

12.           No Reliance on Representations.  Each party to this Agreement represents andacknowledges that through execution of this Agreement, that party does not relyand has not relied upon any representation or statement made by the other partyor by any of such other party’s agents, attorney’s or representatives withregard to the subject matter, basis of effect of this Agreement or tootherwise, other that those representations and statement specifically statedin this written Agreement.

 

13.           Counterparts and Facsimiles.  This Agreement may be executed in one ormore counterparts, which shall be deemed effective upon full execution of thisAgreement by all parties.  Eachcounterpart shall be deemed an original, but all of which together shallconstitute one and the same instrument and agreement.  In addition, a copy of this Agreement executed by a

 

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party hereto and telecopied tothe other party shall be deemed to constitute delivery of an originallyexecuted copy of this Agreement to the other party.  A facsimile signature shall be enforceable to the same extent asan original signature.

 

14.           Authority.  The parties executing this Agreementrepresent that they each have authority to enter into this Agreement, and thatthis Agreement is binding on such party and enforceable in accordance with itsterms.  The persons executing thisAgreement on behalf of the parties to this Agreement represent and warrant thatthey individually have authority to enter into this agreement on behalf of suchparties.

 

**IN WITNESS WHEREOF**,the parties hereby execute this Agreement.

 

 
| Dated: 10-14-02      |   | ZAMBA  CORPORATION                                                                        |
|----------------------|--------|-------------------------------------------------------------------------------------------|
|                 |   |                                                                                      |   |
|                 |   | By:                                                                                       | /s/ Ian  Nemerov |   |
|                 |   |                                                                                      | Its: General  Counsel |
|                 |   |                                                                                      |   |
|                 |   |                                                                                      |   |
| Dated: 10-14-02      |   | ZCA  CORPORATION                                                                          |
|                 |   |                                                                                      |   |
|                 |   | By:                                                                                       |  /s/ Ian Nemerov |   |
|                 |   |                                                                                      | Its:  Secretary |
|                 |   |                                                                                      |   |
| Dated: Oct. 14, 2002 |   | ARMY CORPS  OPERATING ASSOCIATES,  LIMITED PARTNERSHIP, a New Mexico limited  partnership |
|                 |   |                                                                                      |
|                 |   | By:  BGK Army Corps, LLC, its general partner                                        |
|                 |   |                                                                                      |   |
|                 |   | By:                                                                                       | /s/ Cheryl  Willoughby |   |
|                 |   |                                                                                      | Cheryl  Willoughby |
|                 |   |                                                                                      |   |
|                 |   |                                                                                      | Its:  |   Executive  Vice President |   |
|                      |        |                                                                                           |  |  |  |  |  |

 

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