**EXHIBIT10.05**

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#### STOCK PURCHASE AGREEMENT

 

This StockPurchase Agreement (this “Agreement”) is made and entered into as of the 7thday of June 2002, by and between Zamba Corporation, a Delaware corporation (the“Company”), and Doll Technology Side Fund, L.P. (the “Purchaser”).

 

WHEREAS, theCompany owns shares of Series A preferred stock, $.0001 par value per share(“Zamba’s NextNet Stock”) of NextNet Wireless, Inc., a Delaware corporation(“NextNet”); and

 

WHEREAS, anindividual designated by the Purchaser is a member of the Company’s Board ofDirectors and of NextNet’s Board of Directors, and therefore is thoroughlyfamiliar with the Company’s and NextNet’s business, financial condition andprospects; and

 

WHEREAS, thePurchaser desires to purchase from the Company and the Company desires to sellto the Purchaser certain of its shares of Zamba’s NextNet Stock; and

 

WHEREAS, thePurchaser acknowledges that there is no established trading market or othercurrent valuation for Zamba’s NextNet Stock or the Shares to be issuedhereunder;

 

NOW, THEREFORE, inconsideration of the premises and other good and valuable consideration, thereceipt and adequacy of which are hereby acknowledged, the parties agree asfollows:

 

1.             Purchase and Saleof 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:

 

## (a)           The Company hereby sells to thePurchaser, and the Purchaser hereby purchases from the Company, 873 shares ofZamba’s NextNet Stock (the “Shares”), at a purchase price of $6.00 per share,for an aggregate purchase price of $5,238. Promptly upon execution of this Agreement, the Purchaser shall pay thefull amount of the purchase price to the Company by wire transfer inimmediately available funds to an account designated in writing by the Company.

 

## (b)           Promptly upon receipt of the purchaseprice, the Company shall present the transaction to the independent members ofthe Company’s Board of Directors for the approval or disapproval of the Boardof Directors.  If the Company’s Board ofDirectors disapproves the transaction, the full purchase price shall bepromptly refunded to the Purchaser.  Ifthe Company’s Board of Directors approves the transaction, the Company shall,within five business days of such approval, deliver to NextNet a noticepursuant to the Right of First Offer set forth in Section 1.1 of the Right ofFirst Refusal Agreement 

 

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

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## (c)           If NextNet elects to exercise itsright of first refusal pursuant to Section 1(b) above, the Purchase Price shallbe refunded to the Purchaser within five business days of the Company’s receiptof full payment from NextNet for the Shares, and the Purchaser shall notreceive any of the Shares.  If NextNetdeclines to exercise its right of first refusal, the Company shall, within fivebusiness days after the Company’s receipt of NextNet’s notice to decline itsright, notify each investor in NextNet eligible under the Refusal Agreement ofits opportunity to exercise its pro rata right of first refusal pursuant to theRefusal Agreement.

 

## (d)           If any of the eligible investors inNextNet  elects to exercise its pro rataright of first refusal pursuant to Section 1(c) above, the Company will forwardto the Purchaser the payments the Company receives from such investor(s) withinfive business days of the Company’s receipt of such payment, and the number ofShares that the Purchaser will receive pursuant to this Agreement shall bereduced on a pro rata basis.  Within tenbusiness days after the expiration of the investor refusal period, the Companyshall deliver to the Purchaser a certificate registered in the Purchaser’s namerepresenting the number of Shares purchased.

 

# 2.             Representationsand Warranties of the Purchaser.  Asa material inducement for the Company’s issuance and sale of the Shares, thePurchaser represents, warrants, covenants and acknowledges to the Company that:

 

## (a)           The Purchaser understands that theissuance of the Shares have not been registered under the Securities Act of1933, as amended (the “Securities Act”), or applicable state securitieslaws.  Instead, the Company is issuingthe Shares pursuant to exemptions from such laws and in doing so is and wouldbe relying on, among other things, the Purchaser’s representations, warranties,covenants and acknowledgements contained herein.

 

## (b)           The Purchaser qualifies as an“accredited investor” as such term is defined in Rule 501(a) of Regulation Dunder the Securities Act, and as further represented in Section 3 of thisAgreement.

 

## (c)           The Purchaser has sufficientknowledge and experience in financial and business matters that the Purchaseris capable of evaluating the merits and risks of investing in the Shares.

 

## (d)           The Purchaser has been provided withor given access to such additional information as the Purchaser has requestedfrom the Company (including the opportunity to meet with Company officers andto review all the documents that Purchaser may have requested) and has utilizedsuch information to his satisfaction for the purpose of obtaining in additionto, or verifying the accuracy of the information provided, regarding theCompany’s and NextNet’s business, financial condition and prospects.

 

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## (e)           The Purchaser understands that thepurchase of the Shares is a highly speculative investment and involves a highdegree of risk.  The Purchaser believesthat the investment in the Shares is suitable based upon the Purchaser’sinvestment objectives and financial needs and the Purchaser has adequate meansof providing for current financial needs and personal contingencies, has noneed for liquidity of investment with respect to the Shares and can afford acomplete loss of such investment.

 

## (f)            The Purchaser is acquiring theShares for his own account, for investment purposes only, and without theintention of reselling or redistributing the Shares.

 

## (g)           The Purchaser is aware that, in theview of the Securities and Exchange Commission, a purchase of the Shares withan intent to resell by reason of any foreseeable specific contingency oranticipated change in market values, or any change in NextNet’s condition, orin connection with a contemplated liquidation or settlement of any loanobtained for the acquisition of the Shares and for which the Shares werepledged, would constitute an intent inconsistent with the foregoingrepresentation.

 

## (h)           If, contrary to the Purchaser’sforegoing intentions, it should later desire to dispose of or transfer any ofthe Shares in any manner, the undersigned shall not do so without (i) if reasonablyrequested by NextNet, first obtaining an opinion of counsel reasonablysatisfactory to NextNet that such proposed disposition or transfer may lawfullybe made without registration pursuant to the Securities Act and applicablestate securities laws (it hereby being acknowledged that NextNet will notrequire such an opinion for transactions made pursuant to Rule 144 except inunusual circumstances) or (ii) registering the resale of the Shares underthe Securities Act and applicable state securities laws. Notwithstanding theprovisions of this subsection (h), no such registration or opinion of counselshall be necessary for a transfer by Purchaser to any limited partner oraffiliated entities, if (X) the Purchaser certifies in writing to NextNet thatthe Purchaser is not receiving any consideration in connection with thetransfer and (Y) the prospective transferee agrees in all such instances inwriting to be subject to the terms hereof to the same extent as if he or shewere an original Purchaser hereunder.

 

## (i)            Neither the Company nor NextNet hasany obligation to register the Shares for resale under the Securities Act orany applicable state securities laws, or to take any other action which wouldfacilitate the availability of federal or state registration exemptions inconnection with any resale of the Shares. Accordingly, the Purchaser may be prohibited by law from selling orotherwise transferring or disposing of the Shares and may have to bear theeconomic risk of his investment in NextNet for an indefinite period.

 

## (j)            The Purchaser, if other than anindividual, represents that (a) the Purchaser was not organized for thespecific purpose of acquiring the Shares; and (b) this Agreement has been dulyauthorized by all necessary action on the part of the Purchaser, has been dulyexecuted by an authorized officer or representative of the Purchaser, and is alegal, valid, and binding obligation of the Purchaser enforceable in accordancewith its terms.

 

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## (k)           There is no investment banker,broker, finder or other intermediary which has been retained by or isauthorized to act on behalf of Purchaser who might be entitled to any fee orcommission from the Company upon consummation of the transactions contemplatedby this Agreement.

 

## (l)            The Purchaser agrees to be bound bythe transfer restrictions described in Section 3.6 of the Series A PreferredStock Purchase Agreement dated as of September 21, 1998 between the Company andNextNet.

 

## (m)          Purchaser acknowledges that theprovisions of the Right of First Refusal Agreement dated as of September 21,1998 among the Zamba, NextNet and the Series B Purchasers identified thereinshall continue to apply to the Shares in the hands of the Purchaser.  

 

# 3.             AccreditedInvestor Status.  The Purchaser isan “accredited investor” as defined in Rule 501(a) of Regulation D of theSecurities Act, because the Purchaser meets at least one of the followingcriteria (please check one):

 

o            The Purchaser is a natural person whoseindividual 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 natural person who hadan individual income in excess of $200,000 in each of the two most recent yearsor joint income with the Purchaser’s spouse in excess of $300,000 in each ofthose years and who reasonably expects to reach the same income level in thecurrent year; or

 

o            The Purchaser is either (i) a bank asdefined 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 theemployee benefit plan has total assets in excess of $5,000,000 or, if a selfdirected plan, with investment decisions made solely by persons who areaccredited investors; 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 organization describedin Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusettsor similar business trust, or partnership, not formed for the specific purposeof acquiring the Shares, with total assets in excess of $5,000,000; or

 

o            The Purchaser is a director or executiveofficer of the Company; or

 

o            The Purchaser is a trust, with total assetsin excess of $5,000,000, not formed for the specific purpose of acquiring theShares, whose purchase is directed by a sophisticated person as described inRule 506(b)(2)(ii) of Regulation D of the Securities Act; or

 

ý            The Purchaser is any entity in which all ofthe equity owners are accredited investors.

 

# 4.             Representationsand Warranties of the Company.  As amaterial inducement for the Purchaser’s purchase of the Shares, the Companyrepresents, warrants, covenants and acknowledges to the Purchaser that:

 

## (a)           The Company is a corporation dulyorganized, validly existing and in good standing under the laws of the State ofDelaware and has the requisite corporate power and authority to own itsproperties and to carry on its business as now being conducted and presentlyproposed to be conducted.

 

## (b)           The Shares are being transferred tothe Purchaser free and clear of any liens, encumbrances or other restrictions,other than restrictions on transfer that are contained in the Investors RightsAgreement of NextNet, as it may be amended from time to time, the VotingAgreement of NextNet, as it may be amended from time to time, or are otherwiseset forth herein or imposed by applicable securities laws.

 

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

 

## (a)           If the Company shall at any timeconsolidate with or merge into to another corporation (where the Company is notthe continuing corporation after such merger, consolidation, sale of all orsubstantially all of its assets or other change-in-control), or the Companyshall sell, transfer or lease all or substantially all of its assets, then, inany such case, the Purchaser thereupon (and thereafter) shall continue to beentitled to be bound by the terms of this Agreement and shall be entitled toreceive the number of Shares determined in accordance with Section 1 above.

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## (b)           If NextNet shall at any timeconsolidate with or merge into another corporation (where NextNet is not thecontinuing corporation after such merger, consolidation or otherchange-in-control), or NextNet shall sell, transfer or lease all orsubstantially all of its assets, then, in any such case, the Purchaserthereupon (and thereafter) shall be entitled to receive the number of Shares(or the proceeds resulting from the sale of such Shares in connection with suchmerger, consolidation, or other change-in-control) determined in accordancewith Section 1 above.

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# 6.             Insolvencyor Bankruptcy of the Company or NextNet. Upon the insolvency or bankruptcy (whether voluntary or involuntary) ofthe Company or NextNet, or the appointment of or taking possession by areceiver, liquidator, assignee, trustee, custodian, sequestrator (or othersimilar official) of the Company or NextNet or any substantial part of theCompany’s or NextNet’s property, or any general assignment for the benefit ofcreditors of the Company or NextNet, the Purchaser shall be an unsecuredgeneral creditor of the Company or NextNet, as applicable, and shall not haveany security interest or other rights in connection with this Agreement or theShares purchased hereunder.

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# 7.             Miscellaneous.

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## (a)           Binding Effect.  This Agreement shall be binding upon andinure to the benefit of and be enforceable against the parties hereto and theirrespective successors and permitted assigns.

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## (b)           Governing Law.  This Agreement shall in all respects begoverned by, and enforced and interpreted in accordance with, the laws of theState of Minnesota, except with respect to its rules relating to conflicts oflaws.

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## (c)           Legends.  The Shares issued to the Purchaser pursuantto this Agreement shall contain the following legends:

 

**THESE SHARES HAVE NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANYSTATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANTTO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THEFOREGOING LAWS.  ACCORDINGLY, THESE**

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**SHARES MAY NOT BE SOLD, TRANSFERREDOR OTHERWISE DISPOSED OF WITHOUT (i) AN OPINION OF COUNSEL SATISFACTORY TOZAMBA CORPORATION THAT SUCH SALE, TRANSFER OR OTHER DISPOSITION MAY LAWFULLY BEMADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATESECURITIES LAWS OR (ii) SUCH REGISTRATION.**

 

**THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT BY AND AMONG THE COMPANY ANDCERTAIN STOCKHOLDERS OF THE COMPANY (A COPY OF WHICH MAY BE OBTAINED FROM THECOMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTINGSUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THEPROVISIONS OF SAID VOTING 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 Side  Fund, L.P.        |
|                 | c/o Doll Capital  Management            |
|                 | 3000 Sand Hill Road,  Bldg 3, Suite 225 |
|                 | Menlo Park, CA 94205                    |
|                 | Fax: (650) 854-9159                     |

 

## (e)           Entire Agreement and Counterparts.  This Agreement evidences the entireagreement between the Company and the Purchaser relating to the subject matterhereof and supersedes in all respects any and all prior oral or writtenagreements or understandings.  ThisAgreement may not be amended or modified, and no provisions hereof may bewaived, except by written instrument signed by both the Company and thePurchaser.  This Agreement may beexecuted in counterparts, each of which shall be deemed an original and all ofwhich, when taken together, shall constitute one Agreement.

 

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## (f)            The Purchaser and the Companyunderstand the meaning and legal consequences of the agreements,representations and warranties contained herein.  The Purchaser and the Company agree that such agreements,representations and warranties shall survive and remain in full force andeffect after the execution hereof and payment for the Shares.

 

## (g)           Any controversy or claim arising outof or relating to this Agreement, the Subscriber’s purchase of Shares or anybreach of this Agreement, shall be settled by arbitration administered by theAmerican Arbitration Association in accordance with its Securities ArbitrationRules, and judgment on the award rendered by the Arbitrator(s) may be enteredin any court having jurisdiction thereof.

 

## (h)           Headings.  Section headings used in this Agreement haveno legal significance and are used solely for convenience of reference.

 

## (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 WITNESSWHEREOF, the Company and the Purchaser have executed this Agreement as of thedate set forth in the first paragraph.

 
| THE  COMPANY:      |                  | THE  PURCHASER:                  |
|--------------------|-----------------------|----------------------------------|
| ZAMBA  CORPORATION |                  | DOLL  TECHNOLOGY SIDE FUND, L.P. |
|               |                  |                             |
|               |                  |                             |
| 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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