EXHIBIT 10.01


 


AGREEMENT


 


This
Agreement (the “Agreement”) is entered into as of the 6th day of August, 2004,
by and between Zamba Corporation, a Delaware corporation (the “Company”) and
Pandora Select Partners LP, a British Virgin Islands limited partnership
(“Pandora”).


 


RECITALS


 


WHEREAS
under date of May 13, 2004, the Company and Pandora entered into a Purchase
Agreement whereby Pandora advanced to the Company $750,000.00 on certain terms
and conditions and the Company issued and delivered to Pandora a Secured
Promissory Note ( the “Note”) in the principal amount of $750,000.00 and a
Warrant (the “Warrant”) to purchase 1,339,286 shares of common stock of the
Company; and


 


WHEREAS,
in execution and delivery of the Note and Warrant, Zamba and Pandora entered
into a Security Agreement and a Registration Rights Agreement; and


 


WHEREAS,
on even date herewith, the Company has entered into a Agreement and Plan of
Merger (the “Merger Agreement”) between and among the Company, Technology
Solutions Company (“Parent”) and Z Acquisition Corp. (“Subsidiary”) whereby,
subject to the satisfaction of certain conditions, including approval of Merger
Agreement by the stockholders of the Company, whereby Subsidiary will be merged
with and into the Company and the stockholders of the Company will receive in
exchange for shares of common stock of the Company, shares of common stock of
Parent; and


 


WHEREAS,
in order to facilitate completion of the Merger Agreement and of the
transactions contemplated therein, the Company and Pandora desire to amend
certain of the agreements reflected in the Note, Warrant, and Registration
Rights Agreement as set forth in this Agreement.


 


NOW
THEREFORE, in consideration of the premises and of the terms and conditions
hereinafter set forth, the parties agree as follows:


 


1.               Defined Terms.  Unless the context otherwise requires,
capitalized terms not defined in this Agreement shall have the meaning set
forth in the respective Agreements referred to above.


 


2.               Waiver of
Registration Rights.  Until the
termination of the Merger Agreement, whether by abandonment, agreement of the
parties or otherwise, the obligation of Zamba to file a registration statement
pursuant to the Registration Rights Agreement shall be suspended.  There shall be substituted for the date
“August 15, 2004” in Section 2.1(a) of the Registration Rights
Agreement, “forty-five (45) days following termination of the Merger Agreement”
and there shall be substituted for the phrase “by November 15, 2004,” in
the same Section 2.1(a), “Within ninety (90) days following filing of the
registration statement”.  Finally, the
date of November


 

















 


15, 2004 appearing in Section 2.1(b) of the Registration Rights
Agreement shall be extended to the date that is the later of November 15,
2004 or fifteen (15) days following termination of the Merger Agreement.


 


3.               Until the
Merger Agreement is terminated, the Company shall make payments under the Note
as provided in Section 2(b) of said Note except that all such payments
shall be made in cash and the Company shall not have any right to deliver
common stock in lieu of such cash payments. 
At the Effective Time of the Merger, the Company shall pay in full the
remaining unpaid principal balance of the Note and upon such payment Pandora
shall deliver to the Company such documents as may be reasonably requested to
release the security interest of Pandora in the collateral described in the
Security Agreement, including, but not limited to, such documents as may be
required under the Uniform Commercial Code, and Pandora shall deliver to the
Company the Note marked “Paid”. 
Paragraph 3 of the Note shall apply to any payments due on or after the
date of termination of the Merger Agreement.


 


4.               Purchase of
Warrant.  At the Effective Time of the
Merger, the Company shall purchase from Pandora the Warrant for a purchase
price of $60,000.  Upon delivery of the
Warrant to the Company at the Effective Time, the Company shall pay to Pandora
the sum of $60,000 in cash or by wire transfer and thereupon all rights of
Pandora with respect to the Warrant shall terminate.  The right of the Company to purchase the Warrant shall be subject
to completion of the Merger and in the event that the Merger Agreement is
terminated, the right of the Company to purchase the Warrant will terminate.


 


5.               Notices.  Company shall promptly notify Pandora on the
termination of the Merger Agreement and shall give Pandora at least five (5)
days prior written notice of the Effective Time of the Merger.


 


6.               Governing Law.  The laws of the State of Minnesota shall
govern the interpretation, validity and performance of the terms of this
Agreement, regardless of the law that might be applied under principles of
conflicts of law.


 


7.               Successors and
Assigns.  Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit of, and be
binding upon the successors, assigns, heirs, executors and administrators of
the parties hereto.


 


8.               Entire
Agreement.  This
Agreement constitutes the full and entire understanding of the Agreement between
the parties with respect to the subject matter hereof.  Except as otherwise expressly amended or
modified by this Agreement, the Registration Rights Agreement, Warrant, Note
and Security Agreement shall remain in full force and effect in accordance with
their respective terms as so amended or modified.


 


9.               Notices.  All notices, requests, consents, and other
communications hereunder shall be in writing and shall be deemed effectively
given and received when delivered in person or by national overnight courier
service or by certified or registered mail, return receipt requested, or by
telecopier, addressed to the parties as set forth in the Warrant.


 

















 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered by their respective duly authorized officers or representatives as of
the day first above written.


 


 


	
  ZAMBA CORPORATION

  	
   

  	
  PANDORA SELECT PARTNERS, LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael H. Carrel

  	
   

  	
   

  	
  By 

  	
  /s/ Andrew Redleaf

  	
   

  
	
   

  	
  Michael H. Carrel

  	
   

  	
  Its

  	
  Managing Member of the

  
	
   

  	
  Chief Executive Officer

  	
   

  	
   

  	
  General Partner