THIRD AMENDMENT TO AMENDED AND RESTATED
                         REVOLVING CREDIT LOAN AGREEMENT

THIS THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING

CREDIT LOAN AGREEMENT ("Amendment") is dated as of March 3 -28 2001 by and
between                                                  -----

ACI TELECENTRICS, INCORPORATED, a Minnesota corporation (the "Borrower") and

NATIONAL CITY BANK OF MINNEAPOLIS, a national banking association (the "Lender")

                                  WITNESSETH:

           WHEREAS, the Borrower and the Lender entered into a certain Revolving
  Agreement dated as of January 30, 1998 and a certain Amended and Restated Loan
  Agreement dated April 30, 1999 (collectively, the "Loan Agreement"), whereby
  the Lender, agreed to make Advances to the Borrower in the original principal
  amount of up to $2,000,000.00 ("Loan"); and

           WHEREAS, the Borrower and the Lender entered into a certain First
  Amendment to Amended and Restated Revolving Credit Loan Agreement dated as of
  April 30, 2000, and a certain Second Amendment to Revolving Credit Loan
  Agreement dated 3 - 23, 2000, whereby the Lender agreed to increase the
  maximum amount of the Loan from $2,000,000.00 to $4,000,000.00 and to extend
  the Termination Date to July 31, 2001; and

           WHEREAS, the Borrower has requested that the Lender extend a term
  loan facility to the Borrower in the original principal amount of $763,000.00;
  and

           WHEREAS, the Lender has agreed to make the term loan to the Borrower
  and modify certain other provisions of the Loan Agreement upon the terms and
  subject to the conditions set forth herein.

           NOW, THEREFORE, in consideration of the premises and for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby covenant and agree as follows:

         1.     Capitalized Terms. All capitalized terms used herein and as
otherwise defined herein shall have the meanings ascribed to them in the Loan
Agreement.

         2.     Amendment. The Loan Agreement is hereby amended as follows:

<PAGE>

             a.  The title of the Loan Agreement is hereby amended to read as
                 follows:

                 "Amended and Restated Revolving Credit and Term Loan Agreement"

             b.  The following definition is hereby added to Section 1.01 of the
                 Loan Agreement:

                 "Term Note" means the Term Note of the Borrower payable to the
                 order of Lender in substantially in the form of Exhibit A- 1
                 attached hereto."

             C.  The definition of "Eligible Property" as set forth in Section
                 1.01 of the Loan Agreement is hereby amended by adding the
                 following additional exceptions:

                 "(4) Property, equipment and furniture owned by the Borrower
                 and locate outside the United States."

             d.  The definition of "Advance" as set forth in Section 1.01 of the
                 Loan Agreement is hereby amended by adding the following:

                 "Advance" means an advance to the Borrower by the Lender under
                 Section 2.01 or 2.01A of this Agreement."

             e.  The Loan Agreement is hereby amended to add the following
                 additional Article IIA:


                                  "Article IIA

                     Amount and Terms of the Term Advance."

        Section 2.01A Term Note Advance. The Lender agrees, on the terms and
        subject to the conditions herein set forth, to make one Advance pursuant
        to the Term Note in the aggregate amount of up to the sum of Seven
        Hundred Sixty-Three Thousand and no/100 dollars ($763,000.00). The
        Advance made pursuant to the Term Note under this Section 2.01A
        constitutes an Advance which may not be repaid and reborrowed.

        Section 2.02A Term Note. The Advance under Section 2.01A made by the
        Lender shall be evidenced by and payable with interest in accordance
        with the Term Note. The principal and all accrued interest due on the
        Term Note shall be payable as provided in the Term Note. The Advance
        pursuant to the Term Note shall bear interest as provided in the Term
        Note and as specified in this Agreement. Interest on the Term Note shall
        be computed and paid monthly on April 1, 2001 and on the 1st day of each
        succeeding month thereafter until September 30, 2001 (the "Maturity
        Date") at which time the entire principal balance of the Term Note is
        due and payable in full, unless an earlier acceleration occurs.

        Section 2.03A Interest under the Term Note. The principal balance of the
        Term Note outstanding from time-to-time during any month shall bear
        interest (computed on the basis of

<PAGE>

        the actual days elapsed in a 360-day year) at the Base Rate. Interest
        accruing on the unpaid principal balance of the Term Note outstanding
        from time-to-time shall be payable on the 1st day of each month as
        provided in Section 2.02A of this Agreement.

        Section 2.04A Use of Proceeds of the Term Note. The proceeds of the
        Advance pursuant to the Term Note shall be used to acquire furniture,
        fixtures and equipment for use by the Borrower in establishing a call
        center in Sherbrooke, Quebec, Canada.

        Section 2.05A Incorporation of Revolving Note Terms. Except as set forth
        in Article IIA of the Agreement, all of the terms and conditions of the
        Agreement as applicable to the Revolving Note as set forth in the
        Agreement shall apply to the Term Note and the Advance pursuant to the
        Term Note.

f.       The definition of "Event of Default" as set forth in Section 7.01 of
         the Loan Agreement is hereby amended to add the following additional
         clause:

             "(r) A default in the payment of any amount due under the Term Note
             when it becomes due and payable."

g.       All references in the Loan Agreement to "Revolving Note" or "Note"
         unless the context clearly otherwise applies, shall be deemed to
         include and refer to the Term Note. Notwithstanding anything contained
         within the Agreement to the contrary, the maximum Advances pursuant to
         both the Revolving Note and the Term Note shall not exceed the
         Borrowing Base.

3.     Conditions to Effectiveness of this Amendment. This Amendment shall not
become effective until, and shall become effective when, each of the following
provisions shall have been fulfilled:

             a.  The Lender shall have received this Amendment, duly executed by
                 the Borrower;

             b.  The Lender shall have received a signed copy of the certificate
                 of the Secretary or Assistant Secretary of the Borrower which
                 shall certify the names of the officers of the Borrower
                 authorized to sign this Amendment and the other documents or
                 certificates to be delivered pursuant to the Loan Agreement and
                 this Amendment by the Borrower and to request Advances under
                 Section 2.01. The Lender may conclusively rely on such
                 certificate until it shall receive a further certificate of the
                 Secretary or Assistant Secretary of the Borrower canceling or
                 amending the prior certificate and submitting the signatures of
                 the officers named in such further certificate.

             C.  The Lender shall have received the Term Note duly executed by
                 the Borrower.

             d.  The Lender shall have received an Amendment to Security
                 Agreement in form and substance acceptable to the Lender in its
                 sole discretion.

             e.  The Lender shall have received an Amendment to the ACI Illinois
                 Guaranty in form and substance acceptable to the Lender in its
                 sole discretion.
<PAGE>

             f.  The Lender shall have received an Amendment to the ACI Illinois
                 Security Agreement in form and substance acceptable to the
                 Lender in its sole discretion.

         4. Effect of Amendment; Representation and Warranties; No Waiver. The
Lender and the Borrower agree that after this Amendment becomes effective, the
Loan Agreement, as hereby amended, shall remain in full force and effect. The
Borrower warrants and represents that on and as of the date hereof and after
giving effect to this Amendment, (i) all of the representations and warranties
contained in the Loan Agreement as hereby amended are correct and complete in
all material respects as of the date hereof, as though made on and as of such
date, except to the extent such representations and warranties specifically
relate to an earlier date and (ii) no Default or Event of Default has occurred
or is continuing under the Loan Agreement, as amended hereby, and no event has
occurred which, with the passage of time or the giving of notice, would mature
into a Default or an Event of Default. The Borrower represents and warrants that
the Borrower has the power and legal right and authority to enter into this
Amendment, and neither this Amendment nor the agreements contained herein or
therein contravene or constitute a default under any agreement, instrument or
indenture to which the Borrower is a party or signatory or a provision of the
Borrower's Articles of Incorporation, By-Laws, or, to the best of the Borrower's
knowledge, any other agreement or requirement of law. The Borrower represents
and warrants that no consent, approval or authorization of or registration or
declaration with any Person, including but not limited to, any governmental
authority, is required in connection with the execution and delivery by the
Borrower of this Amendment, or the performance of the obligations of the
Borrower herein or therein described.

         5. Reference. From and after the effective date of this Amendment, each
reference in the Loan Agreement to "this Loan Agreement", this "Agreement",
"herein", "hereof", "hereby" or words of like import referring to the Loan
Agreement and each reference in any other document delivered in connection with
the Loan Agreement to the "Loan Agreement," "therein", "thereof", "thereby" or
words of like import referring to the Loan Agreement, shall mean and be a
reference to the Loan Agreement as amended by this Amendment, and each reference
in the Revolving Note, the Term Note, the Security Agreement, and any and all
other documents and agreements entered into with

<PAGE>

respect to the obligations under the Loan Agreement to "the Loan Agreement"
shall mean and be a reference to the Loan Agreement as amended by this
Amendment.

         6. Incorporation of Loan Agreement and other Loan Documents by
Reference; Ratification of Loan Documents. Except as expressly modified under
this Amendment, all of the terms, conditions, provisions, agreements,
requirements, promises, obligations, duties, covenants and representations of
the Borrower under the Loan Agreement, the Revolving Note, the Term Note, the
Security Agreement, and any and all other documents and agreements entered into
with respect to the obligations under the Loan Agreement are incorporated herein
by reference and are hereby ratified by the Borrower.

         7. Merger and Integration, Superseding Effect. The Loan Agreement, as
amended and modified by this Amendment, from and after the date hereof, embodies
the entire agreement and understanding between the parties hereto and supersedes
and has merged into it all prior oral and written agreements on the same
subjects by and between the parties hereto with the effect that this Amendment
shall control.

         8. Expenses. As provided in Section 8.04 of the Loan Agreement, as
amended hereby, the Borrower agrees to pay all of the expenses, including
reasonable attorneys fees and expenses, incurred by the Lender in connection
with this Amendment.

         IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
the day and year first above written.


ACI TELECENTRICS, INCORPORATED,             NATIONAL CITY BANK OF
a Minnesota corporation                     MINNEAPOLIS, a national banking
                                            association
By:      /s/ W. Nolte
    -------------------------------         By:
Title:   C.F.O                                  -------------------------------
       ----------------------------         Its:
                                                 ------------------------------
By:
    -------------------------------
Title:
       ----------------------------



<PAGE>



                         AMENDMENT TO SECURITY AGREEMENT


         This Amendment to Security Agreement ("Amendment") is made this 23 day
of March, 2001, between ACI Telecentrics, Incorporated, a Minnesota corporation
("Debtor") and National City Bank of Minneapolis, a national banking association
("Secured Party").


                                   WITNESSETH


         WHEREAS, the Debtor executed a certain Security Agreement in favor of
Secured Party thereby granting a security interest in certain assets of the
Debtor to secure performance of a certain Revolving Note dated January 30, 1998
in the original principal amount of Two Million and no/100 dollars
($2,000,000.00) issued pursuant to a Revolving Credit Loan Agreement dated
January 30, 1998 as amended ("Loan Agreement"), and all other obligations of
Debtor to Secured Party of any nature whatsoever; and

         WHEREAS, Debtor and Secured Party have executed certain amendments to
the Loan Agreement, certain renewal promissory notes and such additional
promissory notes (included a Term Note) increasing the indebtedness of the
Debtor to the Secured Party to a maximum principal amount of Four Million Seven
Hundred Sixty-three Thousand and no/100 dollars ($4,763,000.00); and

         WHEREAS, the Debtor and Secured Party desire to amend the terms and
conditions of the Security Agreement.

         NOW, THEREFORE, in consideration of the Recitals, the extension of
credit evidenced by the Term Note, and the continuing extension of credit by
Secured Party to Debtor, Debtor and Secured Party hereby agree as follows:

         1.     Recitals. The Recitals set forth above are true and correct in
                all material respects and are incorporated herein by reference.

         2.     Capitalized Terms. All capitalized terms used herein and as
                otherwise defined herein shall have the meaning ascribed to them
                in the Loan Agreement and Security Agreement.

         3.     Amendment. The first sentence of Section 1.01 of the Security
                Agreement is hereby deleted and replaced with the following:

                     "1.01 Debtor hereby grants the Secured Party a security
                     interest (collectively referred to as the "Security
                     Interests"), in the property described below as security
                     for the payment and performance of that certain renewal
                     Revolving Note dated August _, 2000, in the principal
                     amount of Four Million and no/100 dollars ($4,000,000.00)
                     executed by Debtor in favor of Secured Party and that
                     certain Term Note dated March , 2001, in the principal
                     amount of Seven Hundred Sixty-Three Thousand and no/100
                     dollars ($763,000.00) executed by Debtor in favor of
                     Secured Party, issued pursuant to an Amended and Restated
                     Revolving Credit Loan Agreement dated April 30, 1999 as
                     amended from time-

<PAGE>

                     to-time including a certain Third Amendment to Amended and
                     Restated Revolving Credit Loan Agreement dated March --,
                     2001 ("Loan Agreement"), together with accrued but unpaid
                     interest thereon, costs of collection, including reasonable
                     attorney's fees, and all other obligations of Debtor to
                     Secured Party of any nature whatsoever (the
                     "Obligations")."

         4.     Binding Effect. Except as herein modified, all other terms and
                conditions of the Security Agreement shall remain in full force
                and effect.

IN WITNESS WHEREOF, the undersigned have executed this Amendment to Security
Agreement as of the day and year first above-written.

                                         AIC TELECENTRICS, INCORPORATED

                                         By      /s/ W Nolte
                                           -------------------------------------
                                         Its    William Nolte
                                            ------------------------------------


                                         NATIONAL CITY BANK OF
                                         MINNEAPOLIS
                                         By    /s/ Christopher A Flynn
                                            ------------------------------------
                                         Its   Asst Vice President
                                             -----------------------------------

487386-1


<PAGE>

                                    TERM NOTE


    $763,000.00                                    Date: March 28, 2001

    Minneapolis, Minnesota                         Due: September
    30, 2001


       For value received, the undersigned, ACI TELECENTRICS, INCORPORATED, a
Minnesota corporation, hereby promises to pay to the order of National City Bank
of Minneapolis, a national banking association (the "Lender") at its main office
in Minneapolis, Minnesota or at any other place designated at any time in
writing by the holder hereof, in lawful money of the United States of America,
the principal sum of Seven Hundred Sixty-Three Thousand and No/100 Dollars
($763,000.00) on September 30, 2001, the due date, as shown by the Bank's
liability record, together with interest (calculated on the basis of actual days
elapsed in a 360-day year) on the unpaid principal hereof, from the date hereof
until this Note is fully paid at an annual rate equal to the rate of interest
established by and publicly announced from time to time by Lender as its Base
Rate, with the understanding that Lender may lend to its customers at rates that
are above or below the Base Rate. Each change in the interest rate hereon shall
become effective on the day the corresponding change in the Base Rate becomes
effective if interest is calculated on the Base Rate. The Loan Agreement
contains provisions for increases in the interest rate payable hereunder upon
the happening of certain events set forth in the Loan Agreement. Provided,
however, that if the principal amount of this Note shall be less than $100,000
on the due date, this Note shall bear the same interest rate after it becomes
due as was in effect on such due date. As used herein, "due date" means the
maturity date hereof (whether it be the stated maturity date or such earlier
date by reason of acceleration) or, if this Note is payable upon demand, the
date of demand.

       Interest shall be payable monthly, on the 1st day of each month
commencing April, 2001 and on the 1st day of each succeeding month thereafter
until September 30, 2001, at which time the outstanding principal balance of
this Note, shall be due and payable in full. This Note is secured by a security
interest in all accounts receivable, work in process, furniture, fixtures and
equipment, general intangibles, and other property of the Borrower all as
described in the Security Agreement between the Borrower and Lender dated
January 30, 1998, as amended from time to time.

       If interest hereon is not paid when due, or if any other indebtedness of
the undersigned to Lender is not paid when due, or if the undersigned is in
default under any other agreement between the undersigned and Lender, or if a
garnishment summons or a writ of attachment is issued against or served upon
Lender for the attachment of any property of the undersigned in Lender's
possession or any indebtedness owing to the undersigned, or if the undersigned
shall submit to Lender any credit application or financial statement containing
information which shall prove to be incorrect in any respect when made, or if
the undersigned shall fail to pay when due any indebtedness the undersigned may
owe for money borrowed, of if the holder shall at any time in good faith believe
that the prospect of due and punctual payment of the Note is materially
impaired, then, in any such event, the holder hereof may, at its option, declare
this Note to be immediately due and payable, together with all unpaid interest
accrued hereon, without notice or demand; provided, however, that if this Note
is payable upon

<PAGE>

demand, nothing herein contained shall preclude or limit the holder hereof from
demanding payment of this Note at any time and for any reason, without notice.

       This Note is the Term Note referred to in that certain Third Amendment to
Amended and Restated Revolving Credit Loan Agreement between Lender and the
Borrower dated of even date herewith ("Loan Agreement") and has been executed by
the Borrower and delivered and issued by Lender in accordance with the Loan
Agreement and Lender is entitled to all the benefits, rights and privileges
contained in the Loan Agreement.

       This Note shall also become automatically due and payable (including
unpaid interest accrued hereon) without notice or demand should a petition be
filed by or against the undersigned under the United States Bankruptcy Code, or
if a trustee, receiver or similar officer is appointed for the undersigned or
for the undersigned's property. If this Note is not paid on the due date, the
bank shall have the right to set off the indebtedness evidenced by this Note
against any indebtedness of the Bank to the undersigned. The holder hereof may
at any time renew this Note or extend its maturity date for any period and
release any security for, or any part to, this Note, all without notice to or
consent of and without releasing any accommodation maker, endorser or guarantor.
The undersigned agrees to pay all costs of collection, including attorneys' fees
and legal expenses, in the event this Note is not paid when due whether suit is
commenced or not, including costs and expenses in litigation, bankruptcy, or
insolvency proceedings. Presentment or other demand for payment, notice of
dishonor and protest are hereby waived by the undersigned. This Note shall be
governed by the substantive laws of the State of Minnesota, except insofar as
the Bank may rely on the laws of the United States to justify the interest rate
charged hereunder. The undersigned hereby irrevocably submits to the
jurisdiction of the Minnesota District Court, Fourth Division, and the Federal
District Court, District of Minnesota, Fourth Division, over any action or
proceeding arising out of or relating to this Note and agrees that all claims in
respect of such action or proceeding may be heard and determined in any such
court.


                                     ACI TELECENTRICS, INCORPORATED

                                       /s/ W Nolte
                                     -----------------------------------------

                                     By:    William Nolte
                                        --------------------------------------

                                     Its:  C.F.O.
                                         -------------------------------------

                                     By:
                                        --------------------------------------
                                     Its:
                                         -------------------------------------

ADDRESS OF THE BORROWER

3100 West Lake Street
Minneapolis, Minnesota 55416-4510

487503-1