0001047469-04-026828 Sample Contracts

AMENDMENT NO. 3 TO RIGHTS AGREEMENT
Rights Agreement • August 18th, 2004 • Zamba Corp • Services-computer programming, data processing, etc.

Amendment No. 3, dated as of August 6, 2004 (the "Amendment"), to the Rights Agreement, dated as of September 12, 1994 (the "Rights Agreement"), by and between Zamba Corporation (formerly known as Racotek, Inc.), a Delaware corporation (the "Company"), and Wells Fargo Bank, N.A. (formerly known as Norwest Bank Minnesota, N.A. and as Wells Fargo Bank Minnesota, N.A.), as Rights Agent (the "Rights Agent").

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