**Exhibit10.07**

THIS WARRANTAND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIESACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERREDWITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITSCOUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

**WARRANT TO PURCHASE STOCK**

Corporation:  ZAMBA CORPORATIONNumber of Shares:  35,000Class of Stock:  CommonInitial Exercise Price: $0.86 (which is the average closing price of the Sharesreported for the 5 trading days immediately before the Issue Date)Issue Date: August 2, 2001Expiration Date: the fifth (5th) anniversary of the Issue Date

             THIS WARRANT CERTIFIES THAT, forthe agreed upon value of $1.00 and for other good and valuable consideration,SILICON VALLEY BANK ("Holder") is entitled to purchase the number offully paid and nonassessable shares of the class of securities (the"Shares") of the corporation (the "Company") at the initialexercise price per Share (the "Warrant Price") all as set forth aboveand as adjusted pursuant to Article 2 of this Warrant, subject to theprovisions and upon the terms and conditions set forth in this Warrant.    Concurrently herewith, the Company andHolder are entering into that certain Amendment to Loan Documents, dated as ofJune 30, 2001, and this Warrant is the “Target Date Warrant” referred totherein.

ARTICLE 1. EXERCISE.

                              1.1             Method of Exercise.  Holder may exercise this Warrant bydelivering a duly executed Notice of Exercise in substantially the formattached as Appendix 1 to the principal office of the Company.  Unless Holder is exercising the conversionright set forth in Section 1.2, Holder shall also deliver to the Company acheck for the aggregate Warrant Price for the Shares being purchased.

                              1.2             Conversion Right.  In lieu of exercising this Warrant asspecified in Section 1.1, Holder may from time to time convert thisWarrant, in whole or in part, into a number of Shares determined by dividing(a) the aggregate fair market value of the Shares or other securitiesotherwise issuable upon exercise of this Warrant minus the aggregate WarrantPrice of such Shares by (b) the fair market value of one Share.  The fair market value of the Shares shall bedetermined pursuant to Section 1.4.

                              1.3             Intentionally Omitted

                              1.4             Fair Market Value.  If the Shares are traded in a public market,the fair market value of the Shares shall be the closing price of the Sharesreported for the business day immediately before Holder delivers its Notice ofExercise to the Company.  If the Sharesare not traded in a public market, the Board of Directors of the Company shalldetermine fair market value in its reasonable good faith judgment.  The foregoing notwithstanding, if Holderadvises the Board of Directors in writing that Holder disagrees with suchdetermination, then the Company and Holder shall promptly agree upon areputable investment banking firm to undertake such valuation.  If the valuation of such investment bankingfirm is greater than that determined by the Board of Directors, then all feesand expenses of such investment banking firm shall be paid by the Company.  In all other circumstances, such fees andexpenses shall be paid by Holder.                              1.5             Delivery of Certificate and NewWarrant.  Promptly after Holderexercises or converts this Warrant, the Company shall deliver to Holdercertificates for the Shares acquired and, if this Warrant has not been fullyexercised or converted and has not expired, a new Warrant representing theShares not so acquired.
                              1.6             Replacement of Warrants.  On receipt of evidence reasonablysatisfactory to the Company of the loss, theft, destruction or mutilation ofthis Warrant and, in the case of loss, theft or destruction, on delivery of anindemnity agreement reasonably satisfactory in form and amount to the Companyor, in the case of mutilation, on surrender and cancellation of this Warrant,the Company at its expense shall execute and deliver, in lieu of this Warrant,a new warrant of like tenor.

                              1.7             Repurchase on Sale, Merger, orConsolidation of the Company.

                                              1.7.1.         "Acquisition".  For the purpose of this Warrant,"Acquisition" means any sale, license, or other disposition of all orsubstantially all of the assets of the Company, or any reorganization,consolidation, or merger of the Company where the holders of the Company'ssecurities before the transaction beneficially own less than 50% of theoutstanding voting securities of the surviving entity after the transaction.

                                              1.7.2.         Assumption of Warrant.  Upon the closing of any Acquisition thesuccessor/acquiring entity shall assume the obligations of this Warrant, andthis Warrant shall be exercisable for the same securities, cash, and propertyas would be payable for the Shares issuable upon exercise of the unexercisedportion of this Warrant as if such Shares were outstanding on the record datefor the Acquisition and subsequent closing. The Warrant Price shall be adjusted accordingly.

ARTICLE 2. ADJUSTMENTS TO THE SHARES.

                              2.1             Stock Dividends, Splits, Etc.   If the Company declares or pays a dividendon its common stock (or the Shares if the Shares are securities other thancommon stock) payable in common stock, or other securities, subdivides theoutstanding common stock into a greater amount of common stock, or, if theShares are securities other than common stock, subdivides the Shares in atransaction that increases the amount of common stock into which the Shares areconvertible, then upon exercise of this Warrant, for each Share acquired,Holder shall receive, without cost to Holder, the total number and kind ofsecurities to which Holder would have been entitled had Holder owned the Sharesof record as of the date the dividend or subdivision occurred.

                              2.2             Reclassification, Exchange orSubstitution.  Upon anyreclassification, exchange, substitution, or other event that results in achange of the number and/or class of the securities issuable upon exercise orconversion of this Warrant, Holder shall be entitled to receive, upon exerciseor conversion of this Warrant, the number and kind of securities and propertythat Holder would have received for the Shares if this Warrant had beenexercised immediately before such reclassification, exchange, substitution, orother event.  Such an event shallinclude any automatic conversion of the outstanding or issuable securities ofthe Company of the same class or series as the Shares to common stock pursuantto the terms of the Company's Articles of Incorporation upon the closing of aregistered public offering of the Company's common stock.  The Company or its successor shall promptlyissue to Holder a new Warrant for such new securities or other property.  The new Warrant shall provide foradjustments which shall be as nearly equivalent as may be practicable to theadjustments provided for in this Article 2 including, without limitation,adjustments to the Warrant Price and to the number of securities or propertyissuable upon exercise of the new Warrant. The provisions of this Section 2.2 shall similarly apply tosuccessive reclassifications, exchanges, substitutions, or other events.                              2.3             Adjustments for Combinations,Etc.  If the outstanding shares arecombined or consolidated, by reclassification or otherwise, into a lessernumber of shares, the Warrant Price shall be proportionately increased.
                              2.4             Intentionally Omitted

                              2.5             No Impairment.  The Company shall not, by amendment of itsArticles of Incorporation or through a reorganization, transfer of assets,consolidation, merger, dissolution, issue, or sale of securities or any othervoluntary action, avoid or seek to avoid the observance or performance of anyof the terms to be observed or performed under this Warrant by the Company, butshall at all times in good faith assist in carrying out of all the provisionsof this Article 2 and in taking all such action as may be necessary orappropriate to protect Holder's rights under this Article againstimpairment.  If the Company takes anyaction affecting the Shares or its common stock other than as described abovethat adversely affects Holder's rights under this Warrant, the Warrant Priceshall be adjusted downward and the number of Shares issuable upon exercise ofthis Warrant shall be adjusted upward in such a manner that the aggregateWarrant Price of this Warrant is unchanged.

                              2.6             Fractional Shares.  No fractional Shares shall be issuable uponexercise or conversion of the Warrant and the number of Shares to be issuedshall be rounded down to the nearest whole Share.  If a fractional share interest arises upon any exercise orconversion of the Warrant, the Company shall eliminate such fractional shareinterest by paying Holder an amount computed by multiplying the fractionalinterest by the fair market value of a full Share.

                              2.7             Certificate as to Adjustments.  Upon each adjustment of the Warrant Price,the Company at its expense shall promptly compute such adjustment, and furnishHolder with a certificate of its Chief Financial Officer setting forth suchadjustment and the facts upon which such adjustment is based.  The Company shall, upon written request,furnish Holder a certificate setting forth the Warrant Price in effect upon thedate thereof and the series of adjustments leading to such Warrant Price.

ARTICLE 3. REPRESENTATIONS ANDCOVENANTS OF THE COMPANY.

                              3.1             Representations and Warranties.  The Company hereby represents and warrantsto the Holder as follows:

                                        (a)         [intentionally omitted]

                                        (b)        All Shares which may be issued upon the exerciseof the purchase right represented by this Warrant, and all securities, if any,issuable upon conversion of the Shares, shall, upon issuance, be dulyauthorized, validly issued, fully paid and nonassessable, and free of any liensand encumbrances except for restrictions on transfer provided for herein orunder applicable federal and state securities laws.

                                        (c)         The Capitalization Table attached tothis Warrant is true and complete as of the Issue Date in all materialrespects.

                              3.2             Notice of Certain Events.  If the Company proposes at any time(a) to declare any dividend or distribution upon its common stock, whetherin cash, property, stock, or other securities and whether or not a regular cashdividend; (b) to offer for subscription pro rata to the holders of anyclass or series of its stock any additional shares of stock of any class orseries or other rights; (c) to effect any reclassification orrecapitalization of common stock; (d) to merge or consolidate with or intoany other corporation, or sell, lease, license, or convey all or substantiallyall of its assets, or to liquidate, dissolve or wind up; or (e) offerholders of registration rights the opportunity to participate in anunderwritten public offering of the company's securities for cash, then, inconnection with each such event, the Company shall give Holder (1) atleast 20 days prior written notice of the date on which a record will betaken for such dividend, distribution, or subscription rights (and specifyingthe date on which the holders of common stock will be entitled thereto) or fordetermining rights to vote, if any, in respect of the matters referred toabove; (2) in the case of the matters referred to in (c) and (d) above atleast 20 days prior written notice of the date when the same will takeplace (and specifying the date on which the holders of common stock will beentitled to exchange their common stock for securities or other propertydeliverable upon the occurrence of such event); and (3) in the case of thematter referred to in (e) above, the same notice as is given to the holders ofsuch registration rights.                              3.3             Information Rights.  So long as the Holder holds this Warrantand/or any of the Shares, the Company shall deliver to the Holder(a) promptly after mailing, copies of all notices or other writtencommunications to the shareholders of the Company, (b) within one hundredtwenty (120) days after the end of each fiscal year of the Company, the annualaudited financial statements of the Company certified by independent publicaccountants of recognized standing and (c) such other financial statementsrequired under and in accordance with any loan documents between Holder and theCompany (or if there are no such requirements [or if the subject loan(s) nolonger are outstanding]), then within forty–five (45) days after theend of each of the first three quarters of each fiscal year, the Company'squarterly, unaudited financial statements.
                              3.4             Registration Under SecuritiesAct of 1933, as amended. The Company agrees that the Shares shall besubject to the registration rights set forth for the Shares in that certainRegistration Rights Agreement, dated as of the Issue Date, between the Companyand Holder (as the same may be amended, restated, supplemented, or otherwise modifiedfrom time to time).

ARTICLE 4. MISCELLANEOUS.

                              4.1             Term.  This Warrant is exercisable, in whole or inpart, at any time and from time to time on or before the Expiration Date setforth above.

                              4.2             Legends.  This Warrant and the Shares (and the securitiesissuable, directly or indirectly, upon conversion of the Shares, if any) shallbe imprinted with a legend in substantially the following form (unless anduntil registered under the Securities Act (and, upon such registration, theCompany agrees to cooperate in the prompt removal of such legend requested bythe Holder)):

THISSECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVEREGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OFCOUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCHREGISTRATION IS NOT REQUIRED.

                              4.3             Compliance with Securities Lawson Transfer.  This Warrant and theShares issuable upon exercise this Warrant (and the securities issuable,directly or indirectly, upon conversion of the Shares, if any) may not betransferred or assigned in whole or in part without compliance with applicablefederal and state securities laws by the transferor and the transferee(including, without limitation, the delivery of investment representationletters and legal opinions reasonably satisfactory to the Company, asreasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel ifthe transfer is to an affiliate of Holder or if there is no material questionas to the availability of current information as referenced inRule 144(c), Holder represents that it has complied with Rule 144(d)and (e) in reasonable detail, the selling broker represents that it hascomplied with Rule 144(f), and the Company is provided with a copy ofHolder s notice of proposed sale.

                              4.4             Transfer Procedure.  Subject to the provisions ofSection 4.3, Holder may transfer all or part of this Warrant or the Sharesissuable upon exercise of this Warrant (or the securities issuable, directly orindirectly, upon conversion of the Shares, if any) at any time to SiliconValley Bancshares or The Silicon Valley Bank Foundation, or to any affiliate ofHolder, or, to any other transferree by giving the Company notice of theportion of the Warrant being transferred setting forth the name, address andtaxpayer identification number of the transferee and surrendering this Warrantto the Company for reissuance to the transferee(s) (and Holder ifapplicable).  Unless the Company isfiling financial information with the SEC pursuant to the Securities ExchangeAct of 1934, the Company shall have the right to refuse to transfer any portionof this Warrant to any person who directly competes with the Company.                              4.5             Notices.  All notices and other communications fromthe Company to the Holder, or vice versa, shall be deemed delivered andeffective when given personally or mailed by first–class registered orcertified mail at such address as may have been furnished to the Company or theHolder, as the case may be, in writing by the Company or such holder from timeto time.   All notices to be providedunder this Warrant shall be sent to the following address:
                                                SiliconValley Bank

                                                Attn:Treasury Department

                                                3003Tasman Drive

                                                SantaClara, CA  95054

 

                              4.6             Waiver.  This Warrant and any term hereof may bechanged, waived, discharged or terminated only by an instrument in writingsigned by the party against which enforcement of such change, waiver, dischargeor termination is sought.

                              4.7             Attorneys Fees.  In the event of any dispute between theparties concerning the terms and provisions of this Warrant, the partyprevailing in such dispute shall be entitled to collect from the other partyall costs incurred in such dispute, including reasonable attorneys' fees.

[remainder of page intentionally leftblank; signature page follows]                              4.8             Governing Law.  This Warrant shall be governed by andconstrued in accordance with the laws of the State of California, withoutgiving effect to its principles regarding conflicts of law.
 

"COMPANY"

ZAMBACORPORATION

 

By:       \s\ Doug M. Holden

Name:  Doug M. Holden

             (Print)

Title:    President

 

By:       \s\ Michael H. Carrel

Name:  Michael H. Carrel

             (Print)

Title:    Chief Financial Officer

APPENDIX 1

 

NOTICE OF EXERCISE

 

             1.          Theundersigned hereby elects to purchase __________ shares of the Common/PreferredSeries _____ [Strike one] Stock of __________, pursuant to the terms of theattached Warrant, and tenders herewith payment of the purchase price of suchshares in full.

             1.          Theundersigned hereby elects to convert the attached Warrant into Shares/cash[strike one] in the manner specified in the Warrant.  This conversion is exercised with respect to ____________ of theShares covered by the Warrant.

             [Strike paragraph that does notapply.]

             2.          Pleaseissue a certificate or certificates representing said shares in the name of theundersigned or in such other name as is specified below:

___________________________________________             (Name)

___________________________________________

___________________________________________             (Address)

             3.          Theundersigned represents it is acquiring the shares solely for its own accountand not as a nominee for any other party and not with a view toward the resaleor distribution thereof except in compliance with applicable securities laws.

____________________________________             (Signature)

____________________             (Date)