Exhibit
10.02


WARRANT NO. PSP 1


 


To Purchase 1,339,286 Shares of Common Stock


of


ZAMBA CORPORATION


 


This Warrant and the Securities issuable upon
exercise of this Warrant have not been registered under the Securities Act of
1933 (the “1933 Act”) or under any state securities or “Blue Sky” laws (“Blue
Sky Laws”).  No transfer, sale,
assignment, pledge, hypothecation or other disposition of this Warrant or the
Securities issuable upon exercise of this Warrant or any interest therein may
be made except (a) pursuant to an effective registration statement under
the 1933 Act and any applicable Blue Sky Laws or (b) if the Corporation has
been furnished with an opinion of counsel for the holder, which opinion and
counsel shall be reasonably satisfactory to the Corporation, to the effect that
no registration is required because of the availability of an exemption from
registration under the 1933 Act and applicable Blue Sky laws.


 


THIS CERTIFIES THAT, for good and valuable consideration Pandora Select Partners L.P.,
a British Virgin Islands limited partnership (the “Holder”), or the Holder’s
registered assigns, is entitled to subscribe for and purchase from Zamba
Corporation, a Delaware corporation (the “Corporation”), at any time on or
after May 15, 2004, to and including May 14, 2009 (subject to the limitations
provided in Section 10 below), 1,339,286 (one million three hundred thirty nine
thousand two hundred eighty six) fully paid and nonassessable shares of the
Common Stock of the Corporation at the price of $0.28 per share (the “Warrant
Exercise Price”), subject to the anti-dilution provisions of this Warrant.


 


The shares which may be acquired upon
exercise of this Warrant are referred to herein as the “Warrant Shares.”  As used herein, the term “Holder” means the
Holder, any party who acquires all or a part of this Warrant as a registered
transferee of the Holder, or any record holder or holders of the Warrant Shares
issued upon exercise, whether in whole or in part, of the Warrant.  The term “Common Stock” means the common
stock, $0.01 par value per share, of the Corporation.


 


This Warrant is subject to the following
provisions, terms and conditions:


 


1.             Exercise; Transferability.


 


(a)           The
rights represented by this Warrant may be exercised by the Holder hereof, in whole
or in part (but not as to a fractional share of Common Stock), by written
notice of exercise (in the form attached hereto) delivered to the Corporation
at the principal office of the Corporation prior to the expiration of this
Warrant and accompanied or preceded by the surrender


 

















 


of this Warrant along with a check in payment of the Warrant Exercise
Price for such Warrant Shares.


 


(b)           Except
as provided in Section 7 hereof, this Warrant may not be sold, transferred,
assigned, hypothecated or divided into two or more Warrants of smaller
denominations, nor may any Warrant Shares issued pursuant to exercise of this
Warrant be transferred.


 


2.             Exchange and Replacement.  Subject to Sections 1 and
7 hereof, this Warrant is exchangeable upon the surrender hereof by the Holder
to the Corporation at its office for new Warrants of like tenor and date
representing in the aggregate the right to purchase the number of Warrant
Shares purchasable hereunder, each of such new Warrants to represent the right
to purchase such number of Warrant Shares (not to exceed the aggregate total
number purchasable hereunder) as shall be designated by the Holder at the time
of such surrender.  Upon receipt by the
Corporation of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and, in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and upon
surrender and cancellation of this Warrant, if mutilated, the Corporation will
make and deliver a new Warrant of like tenor, in lieu of this Warrant.  This Warrant shall be promptly canceled by
the Corporation upon the surrender hereof in connection with any exchange or
replacement.  The Corporation shall pay
all expenses, taxes (other than stock transfer taxes), and other charges
payable in connection with the preparation, execution, and delivery of Warrants
pursuant to this Section 2.


 


3.             Issuance of the Warrant Shares.


 


(a)           The
Corporation agrees that the Warrant Shares shall be and are deemed to be issued
to the Holder as of the close of business on the date on which this Warrant
shall have been surrendered and the payment made for such Warrant Shares as
aforesaid.  Subject to the provisions of
paragraph (b) of this Section 3, certificates for the Warrant Shares so
purchased shall be delivered to the Holder within a reasonable time after the
rights represented by this Warrant shall have been so exercised, and, unless
this Warrant has expired, a new Warrant representing the right to purchase the
number of Warrant Shares, if any, with respect to which this Warrant shall not
then have been exercised shall also be delivered to the Holder.


 


(b)           Notwithstanding
the foregoing, however, the Corporation shall not be required to deliver any
certificate for Warrant Shares upon exercise of this Warrant except in
accordance with exemptions from the applicable securities registration
requirements or registrations under applicable securities laws.  Except as described in Section 9, nothing
herein shall obligate the Corporation to effect registrations under federal or
state securities laws.  If registrations
are not in effect and if exemptions are not available when the Holder seeks to
exercise the Warrant, the Warrant exercise period will be extended, if need be,
to prevent the Warrant from expiring, until such time as either registrations
become effective or exemptions are available, and the Warrant


 


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shall then remain exercisable for a period of at least 30 calendar days
from the date the Corporation delivers to the Holder written notice of the
availability of such registrations or exemptions.  The Holder agrees to execute such documents and make such
representations, warranties and agreements as may be required solely to comply
with the exemptions relied upon by the Corporation, or the registrations made,
for the issuance of the Warrant Shares.


 


4.             Covenants of the Corporation.  The
Corporation covenants and agrees that all Warrant Shares will, upon issuance,
be duly authorized and issued, fully paid, non-assessable and free from all
taxes, liens and charges with respect to the issue thereof.  The Corporation further covenants and agrees
that during the period within which the rights represented by this Warrant may
be exercised, the Corporation will at all times have authorized and reserved
for the purpose of issue or transfer upon exercise of the subscription rights
evidenced by this Warrant a sufficient number of shares of Common Stock to
provide for the exercise of the rights represented by this Warrant.


 


5.             Anti-dilution Adjustments.  The provisions of this Warrant
are subject to adjustment as provided in this Section 5.


 


(a)           Stock
Splits, Dividends and Combinations.  The Warrant Exercise Price
shall be adjusted from time to time such that in case the Corporation shall
hereafter:


 


(i)  pay any dividends on any
class of stock of the Corporation payable in Common Stock or securities
convertible into Common Stock;


 


(ii)  subdivide its then
outstanding shares of Common Stock into a greater number of shares;  or


 


(iii)  combine outstanding
shares of Common Stock, by reclassification or otherwise;


 


then, in any such event, the Warrant Exercise Price in effect
immediately prior to such event shall (until adjusted again pursuant hereto) be
adjusted immediately after such event to a price (calculated to the nearest
full cent) determined by dividing (A) the number of shares of Common Stock
outstanding immediately prior to such event, multiplied by the then existing
Warrant Exercise Price, by (B) the total number of shares of Common Stock
outstanding immediately after such event (including in each case the maximum
number of shares of Common Stock issuable in respect of any securities
convertible into Common Stock), and the resulting quotient shall be the
adjusted Warrant Exercise Price per share. 
An adjustment made pursuant to this Subsection shall become effective
immediately after the record date in the case of a dividend or distribution and
shall become effective immediately after the effective date in the case of a
subdivision, combination or reclassification. 
If, as a result of an adjustment made pursuant to


 


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this Subsection, the Holder of any Warrant thereafter surrendered for
exercise shall become entitled to receive shares of two or more classes of
capital stock or shares of Common Stock and other capital stock of the
Corporation, the Board of Directors (whose determination shall be conclusive)
shall determine the allocation of the adjusted Warrant Exercise Price between
or among shares of such classes of capital stock or shares of Common Stock and
other capital stock.  All calculations
under this Subsection shall be made to the nearest cent or to the nearest 1/100
of a share, as the case may be.  In the
event that at any time as a result of an adjustment made pursuant to this
Subsection, the holder of any Warrant thereafter surrendered for exercise shall
become entitled to receive any shares of the Corporation other than shares of
Common Stock, thereafter the Warrant Exercise Price of such other shares so
receivable upon exercise of any Warrant shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to
the provisions with respect to Common Stock contained in this Section.


 


(b)           Mechanics
of Adjustment for Stock Splits, Dividends and Combinations. 
Upon each adjustment of the Warrant Exercise Price pursuant to
Section 5(a) above, the Holder of each Warrant shall thereafter (until
another such adjustment) be entitled to purchase at the adjusted Warrant
Exercise Price the number of shares, calculated to the nearest full share,
obtained by multiplying the number of shares specified in such Warrant (as
adjusted as a result of all adjustments in the Warrant Exercise Price in effect
prior to such adjustment) by the Warrant Exercise Price in effect prior to such
adjustment and dividing the product so obtained by the adjusted Warrant
Exercise Price.


 


(c)           Consolidations,
Mergers and Reorganization Events.  In case of any consolidation
or merger to which the Corporation is a party other than a merger or
consolidation in which the Corporation is the continuing corporation, or in
case of any sale or conveyance to another corporation of the property of the
Corporation as an entirety or substantially as an entirety, or in the case of
any statutory exchange of securities with another corporation (including any
exchange effected in connection with a merger of a third corporation into the
Corporation), there shall be no adjustment under Subsection (a) of this
Section 5;  but the Holder of each
Warrant then outstanding shall have the right thereafter to convert such
Warrant into the kind and amount of shares of stock and other securities and
property which he would have owned or have been entitled to receive immediately
after such consolidation, merger, statutory exchange, sale or conveyance had
such Warrant been converted immediately prior to the effective date of such
consolidation, merger, statutory exchange, sale or conveyance and, in any such
case, if necessary, appropriate adjustment shall be made in the application of
the provisions set forth in this Section with respect to the rights and
interests thereafter of any Holders of the Warrant, to the end that the
provisions set forth in this Section shall thereafter correspondingly be made
applicable, as nearly as may reasonably be, in relation to any shares of stock
and other securities and property thereafter deliverable on the exercise of the
Warrant.  The provisions of this
Subsection shall similarly apply to successive consolidations, mergers,
statutory exchanges, sales or conveyances.


 


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(d)           Adjustments for Diluting Issues.  In
addition to the adjustments of the Warrant Exercise Price provided above, the
Warrant Exercise Price shall be subjected to further adjustment from time to
time as follows (the main operative provision hereof is in Section 5(d)(iii)
below):


 


(i)            Special
Definitions:


 


(A)          “Options” shall mean rights, options
or warrants (other than as excluded by Section 5(d)(i)(D) below) to subscribe
for, purchase or otherwise acquire either Common Stock or Convertible
Securities (as defined herein).


 


(B)           “Original Issue Date” shall mean the date hereof.


 


(C)           “Convertible Securities” shall mean securities (other than as
excluded by (4) below) convertible, either directly or indirectly, into or
exchangeable for Common Stock.


 


(D)          “Additional Shares of Common Stock” shall mean all shares of Common
Stock issued (or, deemed to be issued) by the Corporation after the Original
Issue Date, other than shares of Common Stock issued (or deemed to be issued):


 


1.             to employees, consultants or directors
pursuant to stock option, stock grant, stock purchase or similar plans or
arrangements approved by the Corporation’s Board of Directors;


 


2.             as a dividend or other distribution in
connection with which an adjustment to the Warrant Exercise Price is made;


 


3.             in a merger, consolidation, acquisition or
similar business combination that is approved by the Corporation’s Board of
Directors;


 


4.             pursuant to credit, lease or other commercial
financing arrangements with parties not affiliated with the Corporation that
are approved by the Corporation’s Board of Directors;


 


5.             in exchange for technology or other non-cash
assets as approved by the Corporation’s Board of Directors;


 


6.             pursuant to any rights or agreements
outstanding on the Original Issue Date; or


 


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7.             if the Holder agrees in writing that such
shares shall not constitute Additional Shares of Common Stock.


 


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(ii)           Deemed Issue of Additional Shares of Common
Stock. Except as otherwise
provided in Section 5(d), in the event the Corporation at any time or from time
to time after the Original Issue Date shall issue any Options or Convertible
Securities or shall fix a record date for the determination of any holders of
any class of securities entitled to receive any such Options or Convertible
Securities, then the maximum number of shares (as set forth in the instrument
relating thereto without regard to any provisions contained therein for a
subsequent adjustment of such number) of Common Stock issuable upon the
exercise of such Options or, in the case of Convertible Securities and Options
therefor, the conversion or exchange of such Convertible Securities, shall be
deemed to be Additional Shares of Common Stock issued as of the time of such
issue or, in case such record date shall have been fixed, as of the close of
business on such record date, provided that in any such case in which
Additional Shares of Common Stock are deemed to be issued:


 


(A)          no further adjustment in the Warrant Exercise Price shall be made upon
the subsequent issue of such Convertible Securities or shares of Common Stock
upon the exercise of such Options or conversion or exchange of such Convertible
Securities;


 


(B)           if such Options or Convertible Securities by their terms provide, with
the passage of time or otherwise, for any increase or decrease in the
consideration payable to the Company, or increase or decrease in the number of
shares of Common Stock issuable upon the exercise, conversion or exchange
thereof, the Warrant Exercise Price computed upon the original issue thereof or
upon the occurrence of a record date with respect thereto, and any subsequent
adjustments based thereon, shall, upon any such increase or decrease becoming
effective, be recomputed to reflect such increase or decrease;


 


(C)           upon the expiration of any such Option or any rights of conversion or
exchange under such Convertible Securities which shall not have been exercised,
the Warrant Exercise Price computed upon the original issue thereof or upon
occurrence of a record date with respect thereto, and any subsequent
adjustments based thereon, shall, upon such expiration:


 


1.             in the case of Convertible Securities or
Options for Common Stock, be recomputed as though the only Additional Shares of
Common Stock issued were shares of Common Stock, if any, actually issued upon
the exercise of such Options or the conversion or exchange of such Convertible
Securities, and the consideration received therefor was the consideration
actually received by the Company for the issue of all such Options, whether or
not exercised, plus the consideration actually received by the Company upon
such exercise, or for the issue of all such Convertible Securities, whether or
not converted or exchanged, plus the additional consideration, if any, actually
received by the Company upon such conversion or exchange;  and


 


2.             in the case of Options for Convertible
Securities, be recomputed as though only the Convertible Securities, if any,
actually issued upon the exercise


 


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thereof were issued at the
time of issue of such Options and the consideration received by the Company for
the Additional Shares of Common Stock deemed to have been then issued was the
consideration actually received by the Company for the issue of all such
Options, whether or not exercised, plus the consideration deemed to have been
received by the Company upon the issue of the Convertible Securities with
respect to which such Options were actually exercised.


 


(D)          no readjustment pursuant to Section 5(d) shall have the effect of
increasing the Warrant Exercise Price to an amount which exceeds the Warrant
Exercise Price existing immediately prior to the original adjustment with
respect to the issuance of such Options or Convertible Securities, as adjusted
for any Additional Shares of Common Stock issued (or deemed to be issued)
between such original adjustment date and such readjustment date;  and


 


(E)           in the case of any Option or Convertible
Security with respect to which the maximum number of shares of Common Stock
issuable upon exercise or conversion or exchange thereof is not determinable,
no adjustment to the Warrant Exercise Price shall be made until such number
becomes determinable.


 


(iii)          Adjustments for Issuance of Additional Shares
of Common Stock.  If the Company, at any time after the
issuance of this Warrant, shall issue any Additional Shares of Common Stock
(otherwise than as provided in the Sections 5(a) and 5(c) above) at a price per
share less than the applicable Warrant Exercise Price then in effect or without
consideration, then the applicable Warrant Exercise Price upon each such
issuance shall be adjusted to that price (rounded to the nearest cent)
determined by multiplying the applicable Warrant Exercise Price then in effect
by a fraction, (i) the numerator of which shall be equal to the sum of (A) the
number of shares of Common Stock outstanding immediately prior to the issuance
of such Additional Shares of Common Stock plus (B) the number of shares
of Common Stock (rounded to the nearest whole share) which the aggregate
consideration for the total number of such Additional Shares of Common Stock so
issued would purchase at a price per share equal to the applicable Warrant
Exercise Price then in effect, and (ii) the denominator of which shall be equal
to the number of shares of Common Stock outstanding immediately after the
issuance of such Additional Shares of Common Stock.


 


The provisions of this Section 5(d)(iii) shall not apply under any of
the circumstances for which an adjustment is provided in Sections 5(a), 5(b) or
5(c) above.  No adjustment of the
applicable Warrant Exercise Price shall be made under this Section 5(d) upon
the issuance of any Additional Shares of Common Stock which are issued pursuant
to any Options or Convertible Securities if upon the issuance of such Options
or Convertible Securities (x) any adjustment shall have been made pursuant to
Section 5(d)(ii) above or (y) no adjustment was required pursuant to this
Section 5(d)(iii).  No adjustment of the
applicable Warrant Exercise Price shall be made under this Section 5(d)(iii) in
an amount less than $.01 per share, but any such lesser adjustment shall be
carried forward and shall be made at the time and together with 


 


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the
next subsequent adjustment, if any, which together with any adjustments so
carried forward shall amount to $.01 per share or more;  provided, however, that upon
any adjustment of the applicable Warrant Exercise Price as a result of any
dividend or distribution payable in Common Stock or Convertible Securities or
the reclassification, subdivision or combination of Common Stock into a greater
or smaller number of shares, the foregoing figure of $.01 per share (or such
figure as last adjusted) shall be adjusted (to the nearest one-half cent) in
proportion to the adjustment in the applicable Warrant Exercise Price.


 


(iv)          Determination of Consideration. For purposes of this Section 5(d), the
consideration received by the Corporation for any Additional Shares of Common
Stock issued (or deemed to be issued) shall be computed as follows:


 


(A)          Cash and Property. 
Such consideration shall:


 


(i)            insofar as it consists of cash, be computed
at the aggregate amount of cash received by the Company;


 


(ii)           insofar as it consists of securities and the
value of such securities is not determinable by reference to a separate
agreement, (A) if the securities are then traded on a national securities
exchange or the Nasdaq Stock Market (or a similar national quotation system),
then the value shall be computed based on the average of the closing prices of
the securities on such exchange or system over the thirty (30)-day period
ending on the date of receipt by the Corporation, (B) if the securities are
actively traded over-the-counter, then the value shall be computed based on the
average of the closing bid prices over the thirty (30) day ending on the date
of receipt by the Corporation, and (C) if there is no active public market,
then the value shall be computed based on the fair market value thereof on the
date of receipt by the Corporation, as determined in good faith by the Board of
Directors;


 


(iii)          insofar as it consists of property other than
cash and securities, be computed at the fair market value thereof at the time
of such issuance, as determined in good faith by the Board of Directors; and


 


(iv)          if Additional Shares of Common Stock are
issued (or deemed to be issued) together with other shares or securities or
other assets of the Corporation for consideration which cover both, by the
proportion of such consideration so received, computed as provided in the
immediately preceding Sections 5(d)(iv)(A)(i), 5(d)(iv)(A)(ii) and
5(d)(iv)(A)(iii), as determined in good faith by the Board of Directors.


 


(B)           Options and Convertible Securities.  The
consideration received by the Corporation for Additional Shares of Common Stock
deemed to have been issued pursuant to Section 5(d) relating to Option and
Convertible Securities, shall be the sum of (x) the total 


 


9

















 


amount,
if any, received or receivable by the Corporation as consideration for the
issue of such Options or Convertible Securities, plus (y) the minimum aggregate
amount of additional consideration (as set forth in the instruments relating
thereto, without regard to any provision contained therein for a subsequent
adjustment of such consideration) payable to the Corporation upon the exercise
of such Options or the conversion or exchange of such Convertible Securities,
or in the case of Options for Convertible Securities, the exercise of such
Options for Convertible Securities and the conversion or exchange of such
Convertible Securities.


 


(e)           Certificate as to Adjustments. 
Upon the occurrence of each adjustment or readjustment of the Warrant
Exercise Price or the number of Warrants covered hereby pursuant to this
Section 5, the Corporation, at its expense, shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and furnish to
the Holder a certificate setting forth such adjustment or readjustment and
showing in detail the facts upon which such adjustment or readjustment is
based.  The Corporation shall, upon the
written request at any time of the Holder, furnish or cause to be furnished to
the Holder a like certificate setting forth (i) such adjustments and
readjustments, (ii) the Warrant Exercise Price at the time in effect, and
(iii) the number of shares of Common Stock and the amount, if any, of
other property which at the time would be received upon the exercise of this
Warrant.


 


6.             No Voting Rights.  This Warrant shall not entitle
the Holder to any voting rights or other rights as a shareholder of the
Corporation.


 


7.             Notice of Transfer of Warrant or Resale of the Warrant Shares.


 


(a)           Subject
to the sale, assignment, hypothecation or other transfer restrictions set forth
in Section 1 hereof, the Holder, by acceptance hereof, agrees to give
written notice to the Corporation before transferring this Warrant or
transferring any Warrant Shares of such Holder’s intention to do so, describing
briefly the manner of any proposed transfer, the identity of the proposed
transferee, whether such transferee is an accredited investor and whether such
transferee is sufficiently knowledgeable to assess the risks and merits of an
investment in the Warrant or the Common Stock. 
Promptly upon receiving such written notice, the Corporation shall
present copies thereof to the Corporation’s counsel.  If in the opinion of such counsel the proposed transfer may be
effected without registration or qualification (under any federal or state
securities laws), the Corporation, as promptly as practicable, shall notify the
Holder of such opinion, whereupon the Holder shall be entitled to transfer this
Warrant or to dispose of Warrant Shares received upon the previous exercise of
this Warrant, all in accordance with the terms of the notice delivered by the
Holder to the Corporation; provided that an appropriate legend may be endorsed
on this Warrant or the certificates for such Warrant Shares respecting
restrictions upon transfer thereof necessary or advisable in the opinion of
counsel and satisfactory to the Corporation to prevent further transfers which
would be in violation of Section 5 of the 1933 Act and applicable state
securities laws;  and provided further
that the prospective transferee or 


 


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purchaser shall execute such documents and make such representations,
warranties and agreements as may be required solely to ensure compliance with
the exemptions from registration under the 1933 Act relied upon by the
Corporation for the transfer or disposition of the Warrant or Warrant Shares,
and compliance with the anti-fraud provisions of the Securities Exchange Act of
1934.


 


(b)           If,
in the opinion of the Corporation’s counsel, the proposed transfer or
disposition of this Warrant or such Warrant Shares described in the written
notice given pursuant to this Section 7 may not be effected without
registration or qualification of this Warrant or such Warrant Shares, the
Corporation shall promptly give written notice thereof to the Holder, and the
Holder will limit its activities in respect to such transfer or disposition as,
in the opinion of such counsel, are permitted by law.


 


8.             Fractional Shares.  Fractional shares shall not be
issued upon the exercise of this Warrant, but in any case where the holder
would, except for the provisions of this Section, be entitled under the terms
hereof to receive a fractional share, the Corporation shall, upon the exercise
of this Warrant for the largest number of whole shares then called for, pay a
sum in cash equal to the sum of (a) the excess, if any, of the Market
Price of such fractional share over the proportional part of the Warrant
Exercise Price represented by such fractional share, plus (b) the
proportional part of the Warrant Exercise Price represented by such fractional
share.  For purposes of this Section,
the term “Market Price” with respect to shares of Common Stock of any class or
series means the last reported sale price or, if none, the average of the last
reported closing bid and asked prices on any national or regional securities
exchange or quoted in the National Association of Securities Dealers, Inc.’s
Automated Quotations System (“Nasdaq”), or if not listed on a national or
regional securities exchange or quoted in Nasdaq, the average of the last
reported closing bid and asked prices as reported by Metro Data Corporation,
Inc. or the OTC Bulletin Board from quotations by market makers in such Common
Stock on the Minneapolis-St. Paul local over-the-counter market, or if no
quotations in such Common Stock are available, the fair market value of the
shares as determined in good faith by the Board of Directors of the
Corporation.


 


9.             Registration Rights.  Holder shall have registration
rights for the shares underlying its Warrants as described in the Registration
Rights Agreement of this same date.


 


10.          Limitation of
Exercise of this Warrant.  Despite anything to the contrary in this
Warrant, the Holder may not exercise this Warrant during the time period and to
the extent that the shares of Common Stock that the Holder could acquire upon
the exercise hereof would cause Holder’s Beneficial Ownership (as defined below)
of the Corporation’s Common Stock to exceed 4.99%.  These limitations on the right to exercise this Warrant shall
first reduce the Holder’s Beneficial Ownership of the Corporation’s Common
Stock before limitation of the Corporation’s right to make payments in Common
Stock under the Note.  The parties shall
compute the 


 


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Holder’s “Beneficial Ownership” of Common
Stock in accordance with U.S. Securities and Exchange Commission Rule
13d-3.  The Holder will, at the request
of the Corporation, from time to time, notify the Corporation of the Holder’s
computation of Holder’s Beneficial Ownership.


 


IN WITNESS WHEREOF, Zamba Corporation has caused this Warrant to be signed by its duly
authorized officer and this Warrant to be dated May 14, 2004.


 


	
   

  	
  ZAMBA
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Michael H. Carrel

  	
   

  
	
   

  	
   

  	
  Michael
  H. Carrel, Treasurer

  



 


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EXERCISE FORM


 


(To Be Executed by the
Registered Holder in Order to Exercise the Warrant)


 


To:          Zamba Corporation


 


The undersigned hereby irrevocably elects to exercise the attached
Warrant to purchase for cash,
                  
of the shares issuable upon the exercise of such Warrant, and requests that
certificates for such shares (together with a new Warrant to purchase the
number of shares, if any, with respect to which this Warrant is not exercised)
shall be issued in the name of:


 


 


	
   

  	
  NAME:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SOC.
  SEC. or

  	
   

  
	
   

  	
  TAX
  I.D. NO.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ADDRESS:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:
                   ,
  20      .

  	
   

  	
   

  
	
   

  	
   

  	
  Signature
  *

  



 












*                                         The signature on the Notice of Exercise of
Warrant must correspond to the name as written upon the face of the Warrant in
every particular without alteration or enlargement or any change
whatsoever.  When signing on behalf of a
corporation, partnership, trust or other entity, please indicate your
position(s) and title(s) with such entity.


 

















 


ASSIGNMENT FORM


 


(To be Executed by the
Registered Holder in Order to Transfer the Warrant)


 


To:          Zamba Corporation


 


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns, and transfers unto
                                 
the right to purchase the securities of Zamba Corporation to which the within
Warrant relates and appoints
                       ,
attorney, to transfer said right on the books of Zamba Corporation with full
power of substitution in the premises.


 


	
  Dated:
                    20    

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
  Address: