|                            |   | **Exhibit 10.06** |
|---------------------------------|--------|-------------------|
|                            |   |              |
|                            |   |              |
| **Silicon  Valley Bank**        |
|                            |   |
| **Amendment to Loan Documents** |   |
|                                 |        |                   |  |

 
|          |
|---------------|
| **Borrower:** | **ZAMBA CORPORATION** |
| **Address:**  | **3033 Excelsior  Boulevard, Suite 200** |
|          | **Minneapolis,  Minnesota 55416** |
| **Date:**     | **as of June 30, 2001** |

** **

**                THIS AMENDMENT TO LOAN DOCUMENTS** is entered into between SILICON VALLEYBANK,  COMMERCIAL FINANCE DIVISION(“Silicon”), whose address is 3003 Tasman Drive, Santa Clara, California  95054, and the borrower(s) named above(individually and collectively, jointly and severally, the “Borrower”), whosechief executive office is located at the above address (“Borrower’s Address”).

                The Parties agree to amend the Loan andSecurity Agreement between them, dated as of February 27, 2001 (as otherwiseamended, the “Loan Agreement”), as follows, effective as of the datehereof.  (Capitalized terms used but notdefined in this Amendment, shall have the meanings set forth in the LoanAgreement.):

**                1.             Modification of TNWBase Amount.** Thedefinition of “TNW Base Amount” set forth in Section 5 of the Schedule is herebyamended in its entirety to read as follows:

The term “TNW Base Amount” means, as of anydate of determination, the amount set forth below corresponding to the timeperiod set forth below:

(A) during the period commencing on the dateof this Agreement and ending on June 30, 2001, $4,500,000;

(B) during the period commencing on July 1,2001 and ending on September 30, 2001, $3,291,000; and

(C) from and after October 1, 2001,$3,416,000.

 

**                2.             Additional Warrants.  **The following hereby is added to the Schedule,in proper numerical order, as a new Section 9(5) thereof:

**(5)   Warrants. **On thedate of execution and delivery of that certain Amendment to Loan Documentsdated as of June 30, 2001 between Silicon and Borrower (the “June 30, 2001Amendment”) (such date, the “Target Date”), Borrower shall provide Silicon withadditional five-year warrants to purchase an additional 35,000 shares of commonstock of the Borrower, at a price per share equal to the Target Date DesignatedPrice (as defined herein), on terms acceptable to Silicon, all as set forth inthe Warrant to Purchase Stock (the "Target Date Warrant") and relatedRegistration Rights Agreement being executed concurrently with the June 30,2001 Amendment.  The Target Date Warrantshall be deemed fully earned on the Target Date, shall be in addition to allinterest and other fees, and shall be non-refundable. As used herein, the term"Target Date Designated Price" means the average closing price of theShares reported for the 5 trading days immediately before the Target Date.

**                3.             RepresentationsTrue. **Borrower represents and warrants to Siliconthat all representations and warranties set forth in the Loan Agreement, asamended hereby, are true and correct.

**                4.             Fee. **In consideration for Silicon entering intothis Amendment, Borrower shall concurrently pay Silicon a fee in the amount of$5,000.00, which shall be non-refundable and in addition to all interest andother fees payable to Silicon under the Loan Documents.  Silicon is authorized to charge said fee toBorrower’s loan account.

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                **5.             General Provisions. **This Amendment, theLoan Agreement, any prior written amendments to the Loan Agreement signed bySilicon and Borrower, and the other written documents and agreements betweenSilicon and Borrower set forth in full all of the representations andagreements of the parties with respect to the subject matter hereof andsupersede all prior discussions, representations, agreements and under­standingsbetween the parties with respect to the subject hereof.  Except as herein expressly amended, all ofthe terms and provisions of the Loan Agreement, and all other documents andagreements between Silicon and Borrower shall continue in full force and effectand the same are hereby ratified and confirmed.  

 

 

| Borrower:                    |                   | Silicon:             |
|------------------------------|------------------------|----------------------|
|                         |                   |                 |
| ZAMBA  CORPORATION           |                   | SILICON  VALLEY BANK |
|                         |                   |                 |
|                         |                   |                 |
| By                           | \s\ Michael  H. Carrel |                 | By |    \s\ J. Anthony Clarkson |
|                         |                        |                 |   |  |
| President or Vice  President |                   | Title                |      Vice President |
|                         |                   |                 |  |
|                         |                   |                 |   |
| By                           | \s\ Ian  Nemerov       |                 |   |
|                         |                        |                 |   |
|                         | Secretary              |                 |   |
|                              |                        |                      |  |  |  |  |