**Exhibit10.01**

** **

**LEASETERMINATION AGREEMENT**

 

**THISLEASE TERMINATION AGREEMENT** (“Termination Agreement”) is madeas of the 31st day of May, 2002 by and between **EOP-NEW ENGLAND EXECUTIVE PARK, L.L.C.,a Delaware limited liability company**(“Landlord”) and **ZAMBACORPORATION, a Delaware corporation** (“Tenant”).

 

**RECITALS:**

 

A.                                   Landlordand Tenant are parties to that certain lease dated May 31, 2000 (the “Lease”)relating to approximately 11,049 rentable square feet, known as suite number120 (the “Premises”) located on the 1st floor of the buildingcommonly known as New England Executive Park – Building No. 15, located atFifteen New England Executive Park – Burlington, Massachusetts  01803 (the “Building”), all as moreparticularly described in the Lease.

 

B.                                     The Term is scheduled to expire on June 30, 2005(the “Stated Termination Date”), and Tenant desires to terminate the Leaseprior to the Stated Termination Date. Landlord has agreed to such termination on the terms and conditionscontained in this Termination Agreement.

 

**NOW,THEREFORE**, in consideration of the above recitals which bythis reference are incorporated herein, the mutual covenants and conditionscontained herein and other valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, Landlord and Tenant agree as follows:

 

1.                                       Effectiveas of May 15, 2002 (the “Early Termination Date”) and subject to theagreements, representations, warranties and indemnities contained in thisTermination Agreement, including, without limitation, payment of theTermination Fee described in Section 6 below, the Lease shall terminate and theTerm of the Lease shall expire with the same force and effect as if the Termwas, by the provisions thereof, fixed to expire on the Early Termination Date.

 

2.                                       Effectiveas of the Early Termination Date, Tenant remises, releases, quitclaims andsurrenders to Landlord, its successors and assigns, the Lease and all of theestate and rights of Tenant in and to the Lease and the Premises, and Tenantforever releases and discharges Landlord from any and all claims, demands orcauses of action whatsoever against Landlord or its successors and assignsarising out of or in connection with the Premises or the Lease and foreverreleases and discharges Landlord from any obligations to be observed orperformed by Landlord under the Lease after the Early Termination Date.

 

3.                                       Subjectto the agreements, representations, warranties and indemnities contained inthis Termination Agreement, Landlord agrees to accept the surrender of theLease and the Premises from and after the Early Termination Date and, effectiveas of the Early Termination Date, forever releases and discharges Tenant fromany obligations to be observed and performed by Tenant under the Lease afterthe Early Termination Date, provided that Tenant has satisfied, performed andfulfilled all of the agreements set forth in this Termination Agreement,including, without limitation, the payment of the Termination Fee described inSection 6 below, and further provided that each of the representations andwarranties set forth in Section 5 below are true and correct.

 

4.                                       Onor prior to the Early Termination Date, Tenant shall:

 

(a)                                  Fulfillall covenants and obligations of Tenant under the Lease applicable to theperiod prior to and including the Early Termination Date.

 

(b)                                 Completelyvacate and surrender the Premises to Landlord in accordance with the terms ofthe Lease.  Without limitation, Tenantshall leave the Premises in a broom-clean condition and free of all movable furnitureand equipment and shall deliver the keys to the Premises to Landlord orLandlord’s designee. Notwithstanding anything to the contrary contained herein,Landlord and Tenant hereby agree that the furniture, equipment and furnishingsdescribed on the attached **Exhibit A** (the “Equipment”) shall remain inthe Premises following the Early Termination Date, provided, however, in noevent shall the Equipment include any furniture, equipment or furnishings whichare leased, and not owned

 

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by Tenant. By execution of this Termination Agreement,Tenant hereby quitclaims and transfers to Landlord one hundred percent (100%)of any right, claim or ownership interest that Tenant now or may hereafter havewith respect to the Equipment.

 

5.                                       Tenantrepresents and warrants that (a) Tenant is the rightful owner of all ofthe Tenant’s interest in the Lease; (b) Tenant has not made anydisposition, assignment, sublease, or conveyance of the Lease or Tenant’sinterest therein; (c) Tenant has no knowledge of any fact or circumstancewhich would give rise to any claim, demand, obligation, liability, action orcause of action arising out of or in connection with Tenant’s occupancy of thePremises; (d) no other person or entity has an interest in the Lease,collateral or otherwise; and (e) there are no outstanding contracts forthe supply of labor or material and no work has been done or is being done in,to or about the Premises which has not been fully paid for and for whichappropriate waivers of mechanic’s liens have not been obtained.  The foregoing representation and warrantyshall be deemed to be remade by Tenant in full as of the Early TerminationDate.

 

6.                                       Landlordand Tenant hereby acknowledge and agree that, following the application of theSecurity Deposit, as of May 15, 2002, Tenant was in default of the Lease as theresult of the non-payment of Base Rent and Additional Rent in an amount equalto $20,902.91 (the “Arrearage”). Notwithstanding anything to the contrary contained herein or in theLease, Tenant and Landlord hereby acknowledge and agree that Landlord hasapplied the Security Deposit (in the amount of $48,000.00) that Landlord washolding pursuant to Article VI of the Lease against past due amounts ofRent.  Therefore, within 1 day followingthe execution of this Termination Agreement, Tenant shall pay to Landlord, bywire transfer of immediately available funds to an account designated byLandlord, the sum of $140,000.00 (the “Termination Fee”).  Landlord and Tenant hereby acknowledge andagree that Landlord shall be permitted to apply a portion of the TerminationFee in an amount equal to $20,902.91 against the Arrearage.  The payment of the entire Termination Fee inthe manner described above shall be a condition precedent to this TerminationAgreement.

 

7*.**                                      *SectionXIV of the Lease******shallsurvive the termination of the Lease pursuant to this Termination Agreement.

 

8.                                       Eachsignatory of this Termination Agreement represents hereby that he or she hasthe authority to execute and deliver the same on behalf of the party hereto forwhich such signatory is acting.

 

9.                                       ThisTermination Agreement shall be binding upon and inure to the benefit ofLandlord and Tenant and their respective successors, assigns and relatedentities.

 

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**INWITNESS WHEREOF**, Landlord and Tenant have executed thisTermination Agreement on the day and 

year first abovewritten.

 
| **WITNESS/ATTEST:**                    | **LANDLORD:**                                                                     |
|----------------------------------------|-----------------------------------------------------------------------------------|
|                                   |                                                                              |
|                                   | **EOP-NEW ENGLAND EXECUTIVE PARK,  L.L.C., a Delaware limited liability company** |
|                                   |                                                                              |
|                                   | By:                                                                               | EOP Operating  Limited Partnership, a Delaware limited partnership, its sole member |
|                                   |                                                                              |
|                                   |                                                                              | By: | Equity Office  Properties Trust, a Maryland real estate investment trust, its general  partner |
|                                   |                                                                              |
| /s/ Bobbi Constantine                  |                                                                              |   | By: | /s/ Maryann G. Suydam |   |
|                                   |                                                                              |
| Name (print):  Bobbi  Constantine |                                                                              | Name: | Maryann G. Suydam |
|                                   |                                                                              |
|                                   |                                                                              |   | Title: | Senior Vice PresidentBoston  Region |
|                                   |                                                                              |   |   |
| Name (print):                          |                                                                              |
|                                   |                                                                              |
|                                   |                                                                              |
| **WITNESS/ATTEST:**                    | **TENANT:**                                                                       |
|                                   |                                                                              |
|                                   | **ZAMBA CORPORATION, a Delaware  corporation**                                    |
|                                   |                                                                              |
|                                   | By:                                                                               | /s/ Michael H.  Carrel |   |
| /s/ Ian Nemerov                        |                                                                              |   |
|                                   | Name:                                                                             | Michael H.  Carrel |
| Name (print):  Ian Nemerov        |                                                                              |
|                                   | Title:                                                                            | CFO |
| /s/ Mari Ann Baden                     |                                                                              |   |
|                                   |                                                                              |
| Name (print):  Mari Ann Baden     |                                                                              |
|                                        |                                                                                   |  |  |  |  |  |  |  |  |  |  |

 

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