CONFIRMING STATEMENT

	This Confirming Statement (Statement) confirms that the
undersigned, ____________, has authorized and designated any of
Ian Nemerov and Michael H. Carrel, signing singly (each, an
Authorized Officer) to execute and file on the undersigned's
behalf all Forms 3, 4, and 5 (including any amendments thereto)
that the undersigned may be required to file with the U.S.
Securities and Exchange Commission as a result of the
undersigned's ownership of or transactions in securities of Zamba
Corporation (Zamba).  The authority of each Authorized Officer
under this Statement shall continue until the undersigned is no
longer required to file Forms 3, 4, and 5 with regard to his
ownership of or transactions in securities of Zamba, unless
earlier revoked in writing.  The undersigned acknowledges that
none of the Authorized Officers is assuming any of the
undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934, as amended.

Date:	_______, 200__				/s/ Joseph B. Costello
							[Insert name]



POWER OF ATTORNEY

	Know all by these presents, that the undersigned hereby
constitutes and appoints each of Ian Nemerov and Michael H.
Carrel, signing singly, the undersigned's true and lawful
attorney-in-fact to:

	(1)	execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Zamba
Corporation (the Company), Forms 3, 4 and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended
(Exchange Act), and the rules thereunder;

	(2)	do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete
and execute any such Form 3, 4 or 5 (including amendments
thereto) and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or
similar authority; and

	(3)	take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be or benefit to, in the best interest of,
or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.

	The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary, or proper to be done in
the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution
or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 16
of the Exchange Act.

	This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms
3, 4, and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

[Remainder of page is intentionally blank.]




	IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this _______day of
________________, 200__.

							/s/ Joseph B. Costello
									Signature

							    Joseph B. Costello
									Print Name