Agreement No. LFM003D Amendment No. 1 Spanlink Communications, Inc. Lucent Technologies Inc. One Main Street, SE 211 Mt. Airy Road Minneapolis, Minnesota 55414 Basking Ridge, NJ 07920 Agreement No. LFM003D between Spanlink Communications, Inc....

Agreement No. LFM003D
Amendment No. 1


Spanlink Communications, Inc.                          Lucent Technologies Inc.
One Main Street, SE                                    000 Xx. Xxxx Xxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000                           Xxxxxxx Xxxxx, XX 00000


Agreement No. LFM003D between Spanlink Communications, Inc. ("SPANLINK") and
Lucent Technologies Inc. ("LUCENT") is hereby amended as follows:

Article 2 - License Grant, paragraph A, the first sentence is modified to read:
"SPANLINK grants LUCENT, subject to payment terms set forth in Exhibit B, a
non-exclusive, worldwide right and license to use, reproduce, demonstrate,
market, sub-license, and distribute copies of PRODUCT supplied to LUCENT by
SPANLINK in object code form.

Effective June 1, 1998, Exhibit A, Exhibit B, Exhibit C, and Exhibit D are
deleted in their entirety and replaced with the attached Exhibit A, Exhibit B,
Exhibit C, and Exhibit D, dated June 1, 1998.

Effective July 1, 1998, Article 8 - Payments, Section A is modified to read as
follows:

         A.       LUCENT shall provide SPANLINK with reports in accordance with
                  the provisions of ARTICLE 3 REPORTS. All payments due to
                  SPANLINK under this Agreement shall be made on a monthly basis
                  within thirty (30) days from the date of the end of the month
                  in which the PRODUCT was sold by LUCENT or a LUCENT AFFILIATE.

All other terms and conditions shall remain unchanged.

ACCEPTED:

SPANLINK COMMUNICATIONS, INC.             LUCENT TECHNOLOGIES INC.



By    /s/ Xxxxx Xxxxxxxx                  By    /s/ Xxxxxxxxx X. Xxxxxxx


Name  Xxxxx Xxxxxxxx                      Name    Xxxxxxxxx X. Xxxxxxx, C.P.M.


Title  CEO                                Title   OEM Sourcing Manager


Date   6/23/98                            Date    June 22, 1998









                                    EXHIBIT A
                       PRODUCTS TO BE DELIVERED TO LUCENT

For the purposes of this Agreement PRODUCT is defined as follows:

1.   For Customer Assist Care Center Version 6.0 associated with CONVERSANT
     Voice Information System (VIS) Version 6.0 (V6.0)

         A.       DEFINITIONS:

                  1.       The most current version of Conversant Call Center
                           namely Customer Assist Care Center Version 6.0, or
                           any portion thereof, in object and source code form,
                           as described in the most current user documentation,
                           the June 7, 1996 summary letter, the September 17,
                           1996 Phase II Implementation document, and the
                           September 24, 1996 Requirements for Customer Assist
                           Care Center document. Copies of said user
                           documentation, June 7, 1996 letter, September 17,
                           1996 Implementation document, and September 24, 1996
                           Requirements document are attached hereto as or
                           described on Attachments 1, II, III., and IV,
                           respectively. In the event said documents conflict,
                           the user document shall control.

                  2.       Any future version of PRODUCT, as modified by
                           SPANLINK, pursuant to ARTICLE 6 DELIVERABLES and all
                           terms and conditions described therein, provided,
                           however, that SPANLINK has access to and reasonable
                           assistance from LUCENT developers as needed. In
                           addition, SPANLINK shall be provided with development
                           equipment and software at a special business partner
                           price mutually agreed upon between the parties.

                  3.       Any system modifications of current or future
                           versions of PRODUCT as required by ARTICLE 13 -
                           WARRANTY. Such modifications shall include the latest
                           error updates and maintenance releases of the Source
                           Code.

                  4.       Any future PEC coded items mutually agreed upon, in
                           writing, between the parties.

         B.       OPERATING ENVIRONMENT

                  The PRODUCT is intended to run on the Intuity CONVERSANT Voice
                  Information System (VIS) Version 6.0 (V6.0)

         C.       DELIVERABLE ITEMS

                  SPANLINK agrees to deliver the following to LUCENT on or
                  before December 16, 1996:

                  1.       Object code in a format that operates on each of the
                           following LUCENT target computers:

                            Conversant System MAP/100
                            Conversant System MAP/40


                  2.       User documentation that reflects all current PRODUCT
                           deliverables in U.S. English with no translation into
                           any other languages. LUCENT shall be responsible for
                           replication (including associated costs) of all
                           documentation.

                  3.       Source Code, subject to EXHIBIT E. ESCROW AGREEMENT

                  4.       SPANLINK further agrees to deliver on an as requested
                           basis:

                           a.       Training as described in EXHIBIT C. TRAINING
                                    DELIVERABLES

                           b.       Maintenance support services as described in
                                    EXHIBIT D. MAINTENANCE SUPPORT

                           Parties hereby acknowledge adequate compliance with
                           all dates set forth in Attachment II and III and that
                           the December 16, 1996 date for deliverable items in
                           paragraph three (3.) hereof sets forth the obligation
                           of SPANLINK, hereunder, notwithstanding different
                           dates provided in Attachments II and III.

         D.       ACCEPTANCE

                  PRODUCT will be deemed accepted if the software meets the
                  following criteria:

                  1.       Performs according to the most current user
                           documentation and the September 24, 1996
                           Requirements for Customer Assist Care Center
                           document, including functionality, performance, and
                           installation requirements. Copies of said documents
                           are attached hereto or described on Attachments I and
                           IV. In the event said documents conflict, the most
                           current user document shall control.

                  2.       Terms and conditions of acceptance are governed by
                           ARTICLE 10 - ACCEPTANCE.

         E.       PRODUCT SPECIFICATION

                  1.       PRODUCT will be packaged by SPANLINK in accordance
                           with instructions contained in the most current user
                           documentation as described in Attachment I.

                  2.       PRODUCT will be administered/installed without the
                           use of Scriptbuilder software.

                  3.       PRODUCTS' System Administrator and "voice mail" like
                           interfaces will be consistent with LUCENT FMLI style
                           menus and forms.

                  4.       LUCENT will reasonably cooperate with SPANLINK to
                           provide any necessary PBX's, Conversant systems, and
                           adjunct software and components for developmental and
                           testing purposes.

         F.       SOFTWARE MEDIA FORMAT

                  Golden Master Diskette on 3-1/2 inch removable medium pursuant
                  to ARTICLE 6 - DELIVERABLES.

II.      For Customer Assist Care Center Version 7.0 associated with CONVERSANT
         Voice Information System (VIS) Version 7.0 (V7.0)

         A.       DEFINITIONS:

                  1.       The most current version of Conversant Call Center
                           namely Customer Assist Care Center Version 7.0, or
                           any portion thereof, in object and source code form,
                           as described in the May 29, 1998, product proposal.
                           Copy of the May 29, 1998, Product Proposal is
                           attached hereto as or described on Attachments V,
                           respectively.

                  2.       Any future version of PRODUCT, as modified by
                           SPANLINK, pursuant to ARTICLE 6 - DELIVERABLES and
                           all terms and conditions described therein, provided,
                           however, that SPANLINK has access to and reasonable
                           assistance from LUCENT developers as needed. In
                           addition, SPANLINK shall be provided with development
                           equipment and software at a special business partner
                           price mutually agreed upon between the parties.

                  3.       Any system modifications of current or future
                           versions of PRODUCT as required by ARTICLE 13 -
                           WARRANTY. Such modifications shall include the latest
                           error updates and maintenance releases of the Source
                           Code.

                  4.       Any future PEC coded items mutually agreed upon, in
                           writing, between the parties.

         B.       OPERATING ENVIRONMENT

                  The PRODUCT is intended to run on the Intuity CONVERSANT Voice
                  Information System (VIS) Version 7.0 (V7.0)

         C.       DELIVERABLE ITEMS

                  SPANLINK agrees to deliver the following to LUCENT on or
                  before June, 30, 1998:

                  1.       Object code in a format that operates on each of the
                           following LUCENT target computers:

                            Conversant System MAP/100
                            Conversant System MAP/40
                            Conversant System MAP/5P

                  2.       User documentation that reflects all current PRODUCT
                           deliverables in U.S. English with no translation into
                           any other languages. LUCENT shall be responsible for
                           replication (including associated costs) of all
                           documentation.

                  3.       Source Code, subject to EXHIBIT E ESCROW AGREEMENT

                  4.       SPANLINK further agrees to deliver on an as requested
                           basis:

                           a.       Training as described in EXHIBIT C. TRAINING
                                    DELIVERABLES

                           b.       Maintenance support services as described in
                                    EXHIBIT D SUPPORT

                  Parties hereby acknowledge adequate compliance with all dates
                  set forth in Attachment V hereof sets forth the obligation of
                  SPANLINK hereunder.

         D.       ACCEPTANCE

                  PRODUCT will be deemed accepted if the software meets the
                  following criteria:

                  1.       Performs according to Attachment V.

                  2.       Terms and conditions of acceptance are governed by
                           ARTICLE 10 - ACCEPTANCE.

         E.       PRODUCT SPECIFICATION

                  1.       PRODUCT will be packaged by SPANLINK in accordance
                           with the PEC codes specified by LUCENT, as shown in
                           Exhibit B.

                  2.       PRODUCT will be administered/installed without the
                           use of Scriptbuilder software.

                  3.       PRODUCTS' System Administrator and "voice mail" like
                           interfaces will be consistent with LUCENT FMLI style
                           menus and forms, and may use the new SPANLINK
                           Windows-based administration tool.

                  4.       LUCENT will reasonably cooperate with SPANLINK to
                           provide any necessary PBX's, Conversant systems, and
                           adjunct software and components for developmental and
                           testing purposes.

         F.       SOFTWARE MEDIA FORMAT

                  Golden Master Diskette on 3 1/2 inch removable medium pursuant
                  to ARTICLE 6 - DELIVERABLES.






                                    EXHIBIT C
                              TRAINING DELIVERABLES

1.       SPANLINK will make available to LUCENT one each of the following three
         training courses:

         a)       Service Support Training - This training is intended to
                  prepare LUCENT Technical Staff to support questions from the
                  LUCENT end user hotline. It should contain all of the
                  information made available under end user training and include
                  specific materials such as the answers to the most frequently
                  questions asked by end users, directed to end user support.

         b)       Operational Training - In-depth technical instruction
                  involving an overview of the PRODUCT design and function,
                  advanced training on product enhancements, as well as use and
                  maintenance.

         c)       Professional Services Training - SPANLINK Field Service
                  Engineering group will provide a complete, week-long
                  professional services class at the SPANLINK training facility
                  in Minneapolis, MN. This course focuses on the professional
                  services (installation and configuration) for PRODUCT.

         The intent of these courses is to teach LUCENT personnel to train other
         LUCENT representatives. LUCENT shall be responsible for providing the
         facilities, computer equipment, and complete site preparation necessary
         for SPANLINK to conduct the so-designated courses, unless otherwise
         noted.

2.       All training will be provided at locations and dates designated by
         LUCENT, subject to applicable course lead times.

3.       The three training courses described above are included in the PRODUCT
         royalty structure as outlined in Exhibit B.

4.       Travel expenses and materials are additional, and are not included in
         the royalty structure. These expenses include a coach seat for domestic
         travel and business seat for international travel, lodging and other
         reasonable living expenses, and materials up to a maximum amount to be
         negotiated between LUCENT and SPANLINK.

5.       LUCENT personnel or customers may attend SPANLINK in house training
         courses at SPANLINK published rates.





                                    EXHIBIT D
                                     SUPPORT

SPANLINK agrees to provide to LUCENT support as follows:

1.       DEFINITION

         For the purposes of this Section, Support is defined as follows:

         All Technical Support Engineers are the points of contact for LUCENT
         support personnel for problem related identification and resolution.
         All support questions should be directed to the Spanlink Maintenance
         support line at (000) 000-0000.

         These Technical Support Engineers will:

         a.       Act as subject matter experts and/or have direct personal
                  access to subject matter experts on PRODUCT and their
                  execution on LUCENT computers.

         b.       Track and log the nature, severity and originator of all
                  troubles or requests for information from LUCENT support
                  personnel and assure the timely response to LUCENT requests.
                  LUCENT will have access to the log during business hours
                  subject to reasonable advance notice.

         c.       Be immediately available to LUCENT to respond to LUCENT
                  support calls between 7:00 a.m. and 6:30 p.m. Central Standard
                  Time.

         d.       Upon LUCENT's request, have a designated employee accompany
                  LUCENT personnel on visits to other LUCENT locations or LUCENT
                  customer locations to assist and consult on trouble or sales
                  subject to reasonable advance notice, payment of travel,
                  materials, and expenses. Any training related activities will
                  be according to the criteria set forth in Exhibit C.

2.       All support will be subject to the terms in Exhibit B. SPANLINK agrees
         to make available to LUCENT such other support services as may be made
         available by SPANLINK to its licensees of the PRODUCT upon similar
         terms and conditions (including charges) or otherwise as agreed upon
         between SPANLINK and LUCENT.

3.       SPANLINK will classify all support as one of the following:

         a.       Severity Level 4. The system is providing less than 75 percent
                  service. Either less than 75 percent of the callers are
                  receiving full service or less than 75 percent of the services
                  are available to callers. All call center tickets escalated
                  from Tier 3 are classified as Severity Level 4.

         b.       Severity Level 3. The system is providing more than 75 percent
                  service.

         c.       Severity Level 2. The system is providing less than 75 percent
                  service. Either less than 75 percent of the callers are
                  receiving fill service or less than 75 percent of the services
                  are available to callers.

         d.       Severity Level 1. The system is providing more than 75 percent
                  service.

4.       If a PRODUCT error of Severity Level 3 or 4 is discovered by LUCENT and
         notification of such is given to SPANLINK, SPANLINK agrees to use its
         best efforts to promptly eliminate such error and provide the fix
         and/or workaround to LUCENT support personnel. SPANLINK will use its
         best efforts to complete the first diagnosis within four business hours
         of the trouble report for a Severity Level 3 or 4 problem and
         twenty-four business hours or 3 business days for a Severity Level 1 or
         2. A Severity Level 3 or 4 is not considered resolved until SPANLINK,
         LUCENT, and customer agree that it is resolved.

5.       SPANLINK agrees to also provide to LUCENT, according to one of the fee
         schedules set forth in paragraph 2 above, the following support
         services for the PRODUCT: (i) on-line access to a database covering
         topics such as an in depth discussion of known bugs and solutions,
         PRODUCT release information and available training courses; (ii) prompt
         verbal and written communications detailing operational instructions,
         problem reporting and technical advice including diagnosis via remote
         diagnostic techniques of problems experienced by LUCENT in the use of
         PRODUCT, and furnishing required fixes and/or workarounds; (iii)
         installation support consultation; and (iv) support on a technical
         level sufficient to permit LUCENT to integrate the corrections or
         updates into PRODUCT and appropriate system software and hardware.

6.       If requested by LUCENT, SPANLINK agrees to use its best efforts with
         LUCENT to provide integrated support to LUCENT customers of PRODUCT.
         Integrated support is defined as understanding and diagnosing a
         customer problem related to a system of hardware, communications
         facilities, system software and application software to the point where
         the trouble is positively isolated to a particular element of the
         system, rather than only to the point where some elements of the system
         are identified as not causing the problem.

7.       SPANLINK agrees to provide Support to LUCENT for X - 2 versions of the
         PRODUCT, i.e. SPANLINK will support the current version of the PRODUCT
         plus two versions immediately preceding the current version.

8.       SPANLINK agrees to Support prior version (previous to version X-2 as
         listed in point 7 above) for Year 2000 issues only. Support issues
         outside of this issue will be forwarded to Lucent Product Management
         for follow-up.