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                                                                EXHIBIT 10.18(e)

          FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND
                      MODIFICATION TO OTHER LOAN DOCUMENTS


         THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND
MODIFICATION TO OTHER LOAN DOCUMENTS (the "Amendment"), dated as of November 30,
2001, is among SOFTWARE SPECTRUM, INC., a corporation duly organized and validly
existing under the laws of the State of Texas (the "Borrower"), NATIONAL CITY
BANK, KENTUCKY ("National City"), each of the other banks or other lending
institutions which is a signatory hereto (individually, a "Bank" and,
collectively, the "Banks"), JPMORGAN CHASE BANK (as the successor in interest by
merger to The Chase Manhattan Bank), individually as a Bank, as administrative
agent for itself and the other Banks (in its capacity as administrative agent,
together with its successors in such capacity "Administrative Agent") and
JPMORGAN CHASE BANK (as the successor in interest by merger to The Chase
Manhattan Bank, the successor in interest to Chase Bank of Texas, National
Association, formerly known as Texas Commerce Bank National Association) as
collateral agent for itself and the other Banks (in its capacity as collateral
agent, together with its successors in such capacity, the "Collateral Agent").

                                   RECITALS:

         The Borrower, the Administrative Agent, certain of the Banks and Chase
Bank of Texas, National Association (now JPMorgan Chase Bank) as the Collateral
Agent have entered into that certain Amended and Restated Credit Agreement dated
as of March 11, 1998 (as amended or otherwise modified by that certain First
Amendment to Amended and Restated Credit Agreement dated as of August 15, 1998,
that certain Assignment and Acceptance dated December 28, 1998 among Wells Fargo
Bank, N.A., Foothill Capital Corporation and The Chase Manhattan Bank, that
certain Second Amendment to Amended and Restated Credit Agreement dated as of
June 23, 1999, that certain Consent, Waiver and Third Amendment to Amended and
Restated Credit Agreement dated as of July 31, 2000, that certain consent letter
dated September 22, 2000, that certain waiver letter dated December 4, 2000 and
that certain Waiver and Fourth Amendment to Amended and Restated Credit
Agreement dated as of December 12, 2000, collectively the "Agreement").

         National City has determined not to participate as a "Bank" under the
Agreement. The Borrower, the Banks, the Administrative Agent and the Collateral
Agent desire to amend the Agreement to remove National City as a Bank and to
otherwise change the terms thereof and of certain other Loan Documents (as that
term is defined in the Agreement) as herein set forth.

         NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows, effective as of the
date hereof (the "Effective Date"):

                                   ARTICLE 1

                                  Definitions

         Section 1.1 Definitions. Capitalized terms used in this Amendment, to
the extent not otherwise defined herein, shall have the same meanings as in the
Agreement, as amended hereby.

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                                   ARTICLE 2

                                   Amendments

         Section 2.1 Amendment to the Term "Bank"; Termination of the
Commitments of the National City. The term "Bank" as used is the Agreement is
amended to exclude National City. The Borrower agrees that the Revolving
Commitment of National City in effect under the Agreement prior to the Effective
Date is terminated as of the Effective Date. Upon receipt by National City of
all amounts owed to it under the Agreement on the Effective Date, National City
agrees to its removal from the Agreement on the Effective Date as herein
contemplated, agrees that it is no longer a party to the Agreement as of the
Effective Date and agrees that the Agreement may be amended or otherwise
modified without its consent or agreement after the Effective Date. On the
Effective Date, the Banks shall make advances, the proceeds of which shall be
utilized to repay the principal amount of the Revolving Loans owed National
City, such advances to be in amounts sufficient so that after giving effect
thereto, the Revolving Loans shall be held by the Banks pro rata according to
the respective Revolving Commitments. Advances made by a Bank under the
foregoing sentence shall be Revolving Loans and Base Rate Accounts.

         Section 2.2 Amendment to Existing Definitions in Section 1.1. The
definitions of the following terms set forth in Section 1.1 of the Agreement are
amended in their respective entireties to read as follows:

                  "Borrowing Availability" means, at any date of determination,
         the amount by which (x) exceeds the Outstanding Credit Agreement
         Obligations, where (x) equals the lesser of (i) the Revolving
         Commitments or (ii) the sum of the Borrowing Base minus all of the
         Obligations described in clauses (iv) and (v) of the definition of the
         term "Obligation" and any other Obligation relating thereto (i.e., the
         deposit and cash management obligations) to the extent not already
         prefunded in a manner satisfactory to the Administrative Agent.

                  "Daily Collection Event" means the occurrence of a Default or
         the occurrence of any event that would cause the amount of the
         Borrowing Availability to be less than Ten Million Dollars
         ($10,000,000) for any five (5) consecutive Business Days.

                  "Obligation" or "Obligations " means all obligations,
         indebtedness, and liabilities of the Borrower or any Subsidiary to the
         Agents, the Banks, any of their respective Affiliates or any of them
         arising pursuant to:

                           (i) any of the Loan Documents;

                           (ii) any interest rate swap, interest rate caps,
                  interest rate collars, or other similar agreements entered
                  into by either Agent, any Bank or any of their respective
                  Affiliates, with the Borrower or any Subsidiary enabling
                  Borrower or a Subsidiary to fix or limit its interest expense;

                           (iii) any foreign exchange, currency hedging, or
                  other agreement entered into by either Agent, any Bank or any
                  of their respective Affiliates with the Borrower or any
                  Subsidiary enabling Borrower or a Subsidiary to limit the
                  market risk of holding currency in either the cash or futures
                  markets;


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                           (iv) any deposit accounts maintained by Borrower or
                  any of its Subsidiaries with either Agent, any Bank or any of
                  their respective Affiliates;

                           (v) any cash management services or treasury
                  administration services provided by either Agent, any Bank or
                  any of their respective Affiliates;

                           (vi) any documentation relating to any of the
                  foregoing; and

                           (vii) any services or transactions relating to any of
                  the foregoing,

whether, in each case set forth above, such obligations, indebtedness, and
liabilities now existing or hereafter arising, whether direct, indirect,
related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several,
or joint and several. The term "Obligation" includes without limitation, the
following: all obligations of the Borrower to repay the Revolving Loans; the
Reimbursement Obligations; interest on the Revolving Loans and Reimbursement
Obligations; all fees, costs, and expenses (including attorneys' fees and
expenses) provided for in the documentation evidencing or governing any of the
foregoing obligations, indebtedness or liabilities; any daylight overdraft
exposure; and all obligations to reimburse either Agent, any Bank or any of
their respective Affiliates for any credit extended on uncollected funds or the
amount of any item (including checks and automated clearing house credits)
credited to an account but which is subsequently returned unpaid or returned for
any other reason.

         "Outstanding Revolving Credit" means, at any time of determination,
the sum of (a) the aggregate amount of Revolving Loans then outstanding; plus
(b) the aggregate amount of Letter of Credit Liabilities (or when calculated
with respect to a Bank, including either Agent as a Bank, such Bank's
participation or other interest in such Letter of Credit Liabilities); plus (c)
the aggregate amount of all accrued and unpaid interest and fees and all amounts
due under Sections 13.1 and 13.2; plus (d) all of the Obligations described in
clauses (iv) and (v) of the definition of the term "Obligations" and any other
Obligation relating thereto (i.e., the deposit and cash management obligations)
to the extent not already prefunded in a manner satisfactory to the
Administrative Agent.

         "Revolving Commitment" means, as to each Bank, the obligation of such
Bank to make advances of funds and purchase participation interests in Letters
of Credit in an aggregate principal amount at any one time outstanding up to but
not exceeding the amount set forth opposite the name of such Bank on Schedule
1.1(a) under the heading "Revolving Commitment" or, if applicable, in such
Bank's most recent Assignment and Acceptance, as the same may be reduced or
terminated pursuant to Sections 2.6 or 11.2 or subsection 13.8(c). The aggregate
amount of the Revolving Commitments of all Banks as of November 30, 2001 equals
Seventy-Five Million Dollars ($75,000,000).

         "Revolving Termination Date" means November 30, 2004 or such earlier
date on which the Revolving Commitments terminate as provided in this Agreement
or such earlier date on which the Revolving Commitments terminates as provided
in Section 2.6.


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         Section 2.3 Amendment to the "Borrowing Base" Definition. The
definition of the term "Borrowing Base" in Section 1.1 of the Agreement is
amended as follows:

                  (a) Clause (c) of the term "Borrowing Base" is amended in its
         entirety to read as follows:

                           (c) the outstanding principal amount of any Short
                  Term Bank Debt; minus

                  (b) the following sentence is added to the end of the
         definition of the term "Borrowing Base":

                  If any Subsidiary becomes a Domestic Granting Subsidiary under
                  the terms of Section 8.10(b), such Domestic Granting
                  Subsidiary's Eligible Accounts shall not be included in the
                  Borrowing Base until the Administrative Agent shall have
                  performed an audit of the accounts receivable of such Domestic
                  Granting Subsidiary reasonably satisfactory in form and
                  substance to the Administrative Agent and the Banks.

         Section 2.4 Addition of New Defined Terms to Section 1.1. The following
defined terms are added to Section 1.1 of the Agreement to read in their
respective entireties as follows:

                  "Funded Debt" means, without duplication, all Debt of the type
         identified in clauses (a), (b), (c), (d) and (g) of the definition of
         "Debt" in Section 1.1 of this Agreement.

                  "Outstanding Credit Agreement Obligations" means, at any time
         of determination, the sum of (a) the aggregate amount of Revolving
         Loans then outstanding; plus (b) the aggregate amount of Letter of
         Credit Liabilities (or when calculated with respect to a Bank,
         including either Agent as a Bank, such Bank's participation or other
         interest in such Letter of Credit Liabilities); plus (c) the aggregate
         amount of all accrued and unpaid interest and fees and all amounts due
         under Sections 13.1 and 13.2.

         Section 2.5 Amendment to Section 2.1. The "provided, however" clause of
the first sentence of Section 2.1 of the Agreement is amended in its entirety to
read as follows:

         provided, however, (a) the Outstanding Credit Agreement Obligations
         applicable to a Bank (except, with respect to the Administrative Agent
         as a Bank, as may otherwise result from the operation of Section 4.6)
         shall not at any time exceed such Bank's Revolving Commitment; (b) the
         Outstanding Credit Agreement Obligations shall not at any time exceed
         the lesser of (i) the aggregate Revolving Commitments or (ii) the
         Borrowing Base; and (c) the Outstanding Revolving Credit shall never
         exceed the Borrowing Base.

         Section 2.6 Amendment to Sections 2.5 and 2.6. Sections 2.5 and 2.6 of
the Agreement are amended in their respective entireties to read as follows:

                  Section 2.5 Revolving Commitment Fee. The Borrower agrees to
         pay to the Administrative Agent for the account of each Bank a
         commitment fee on the daily average unused amount of such Bank's
         Revolving Commitment for the period from and including the date hereof
         to and including the Revolving Termination Date, at a rate


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         equal to three-eighths of one percent (0.375%) per annum calculated
         based on a year of 360 days and the actual number of days elapsed
         (including the first day but excluding the last day). For the purpose
         of calculating the commitment fee hereunder, the Revolving Commitments
         shall be deemed utilized by the Outstanding Credit Agreement
         Obligations. Accrued commitment fees under this Section 2.5 shall be
         payable in arrears on the first day of April, July, October and January
         of each year, beginning January 1, 2002 and on the Revolving
         Termination Date.

                  Section 2.6 Reduction or Termination of Revolving Commitments;
         Early Termination Fee. The Borrower shall have the right to terminate
         or reduce in part the unused portion of the Revolving Commitments at
         any time and from time to time, provided that: (a) the Borrower shall
         give notice of each such termination or reduction as provided in
         Section 4.3; (b) each partial reduction shall be in an aggregate amount
         at least equal to Five Million Dollars ($5,000,000); and (c) in the
         event the Revolving Commitments are voluntarily terminated in full on
         or before November 30, 2002, the Borrower agrees to pay to the
         Administrative Agent for the benefit of each Bank a prepayment fee for
         each Bank equal to one percent (1.00%) of the Revolving Commitments
         held by such Bank as calculated immediately prior to giving effect to
         such termination. The Revolving Commitments may not be reinstated after
         they have been terminated or reduced.

         Section 2.7 Amendment to Section 2.7. The "provided, however" clause of
the first sentence of Section 2.7(a) of the Agreement is amended in its entirety
to read as follows:

         provided, however, (i) the aggregate amount of outstanding Letter of
         Credit Liabilities shall not at any time exceed Twenty-Five Million
         Dollars ($25,000,000); (ii) the Outstanding Credit Agreement
         Obligations shall not at any time exceed the lesser of (A) the
         aggregate Revolving Commitments or (B) the Borrowing Base; (iii) the
         Outstanding Credit Agreement Obligations applicable to a Bank shall not
         at any time exceed such Bank's Revolving Commitment (except, with
         respect to the Administrative Agent as a Bank, as may otherwise result
         from the operation of Section 4.6); and (iv) the Outstanding Revolving
         Credit shall never exceed the Borrowing Base.

         Section 2.8 Amendment to Section 3.2. Section 3.2 of the Agreement is
amended in its entirety to read as follows:

                  Section 3.2 Determinations of Margins and Fees. The margins
         identified in Section 3.1 and the fees payable under subsection 2.7(c)
         shall be defined and determined as follows:

                           "Base Margin" shall mean (i) during the period
                  commencing on November 30, 2001 and ending on but not
                  including the first Adjustment Date (as defined below), zero
                  percent (0%) per annum and (ii) during each period from and
                  including one Adjustment Date to but excluding the next
                  Adjustment Date (herein a "Calculation Period"), the percent
                  per annum set forth in the table below in this Section 3.2
                  under the heading "Base Margin" opposite the Interest Coverage
                  Ratio which corresponds to the Interest Coverage Ratio set
                  forth in, and as calculated in accordance with, the applicable
                  Compliance Certificate.

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                           "LC Fee Rate " shall mean (i) during the period
                  commencing on November 30, 2001 and ending on but not
                  including the first Adjustment Date, one and three quarters of
                  one percent (1.75%) per annum and (ii) during each Calculation
                  Period, the percent per annum set forth in the table below
                  under the heading "LC Fee" opposite the Interest Coverage
                  Ratio which corresponds to the Interest Coverage Ratio set
                  forth in, and as calculated in accordance with, the applicable
                  Compliance Certificate.

                           "Libor Rate Margin" shall mean (i) during the period
                  commencing on November 30, 2001 and ending on but not
                  including the first Adjustment Date, one and three quarters of
                  one percent (1.75%) per annum and (ii) during each Calculation
                  Period, the percent per annum set forth in the table below
                  under the heading Libor Margin opposite the Interest Coverage
                  Ratio which corresponds to the Interest Coverage Ratio set
                  forth in, and as calculated in accordance with, the applicable
                  Compliance Certificate.

<Table>
<Caption>
                                                                          Libor Margin
                  Interest Coverage Ratio                 Base Margin      and LC Fee
                  -----------------------                 -----------     ------------
<S>                                                       <C>             <C>
               Greater than or equal to 4.50                  0.00%          1.75%

               Greater than or equal to 4.00 but less
               than 4.50                                      0.25%          2.00%

               Greater than or equal to 3.00 but less
               than 4.00                                      0.50%          2.25%

               Greater than or equal to 2.00 but less
               than 3.00                                      0.75%          2.50%

               Less than or equal to 2.00                     1.00%          2.75%
</Table>

         Upon delivery of the Compliance Certificate pursuant to subsection
         8.1(c) in connection with the financial statements of the Borrower and
         the Subsidiaries required to be delivered pursuant to Section 8.1(b) at
         the end of each Fiscal Quarter commencing with such Compliance
         Certificate delivered at the end of the Fiscal Quarter ending on
         October 31, 2001 and provided no Default exists, the Base Margin, the
         Libor Rate Margin and the LC Fee Rate shall automatically be adjusted
         in accordance with the Interest Coverage Ratio set forth therein and
         the table set forth above, such automatic adjustment to take effect as
         of the first Business Day after the receipt by the Administrative Agent
         of the related Compliance Certificate pursuant to Section 8.1(c) (each
         such Business Day when such margins or fees change pursuant to this
         sentence or the next following sentence, herein an "Adjustment Date").
         If the Borrower fails to deliver such Compliance Certificate which so
         sets forth the Interest Coverage Ratio within the period of time
         required by subsection 8.1(c) or if a Default otherwise exists: (i) the
         Base Margin shall automatically be adjusted to one percent (1.00%) per
         annum; (ii) the Libor Rate Margin shall automatically be adjusted to
         two and three-quarters of one percent (2.75%) per annum; and (iii) the
         LC Fee Rate shall automatically be adjusted to two and three-quarters
         percent (2.75%) per annum, such automatic adjustments to take effect as
         of the first Business Day after the last day on which the Borrower was
         required to deliver the applicable Compliance Certificate in accordance
         with Section 8.1(c) or, with respect to the occurrence of any other
         Default, on the date the Administrative Agent gives notice thereof to
         the Borrower and to remain in effect until subsequently adjusted in

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         accordance with the terms hereof with the delivery of a Compliance
         Certificate when no Default exists.

         Section 2.9 Amendment to Section 8.1(b). Clause (b) of Section 8.1 of
the Agreement is amended in its entirety to read as follows:

                  (b) Quarterly and Monthly Financial Statements. As soon as
         available, and in any event:

                           (i) within forty-six (46) days after the end of each
                  Fiscal Quarter beginning with the Fiscal Quarter ending
                  October 31, 2001, a copy of an unaudited financial report of
                  the Borrower and the Subsidiaries as of the end of such Fiscal
                  Quarter and for the portion of the Fiscal Year then ended
                  containing, on a consolidated and (except with respect to the
                  statement of cash flow) consolidating basis, a balance sheet
                  and statements of income, retained earnings, and cash flow, in
                  each case (except in the case of the consolidating statements)
                  setting forth in comparative form the figures for the
                  corresponding periods of the preceding Fiscal Year, all in
                  reasonable detail certified by the chief financial officer or
                  chief operating officer of the Borrower to have been prepared
                  in accordance with GAAP but presented in accordance with the
                  interim reporting rules and regulations of the Securities and
                  Exchange Commission and to fairly present (subject to year-end
                  audit adjustments) the financial condition and results of
                  operations of the Borrower and the Subsidiaries, on a
                  consolidated and consolidating basis, at the date and for the
                  periods indicated therein; and

                           (ii) within twenty-five (25) days after the end of
                  each month ending during any Monthly Reporting Period, a copy
                  of an unaudited financial report of the Borrower and the
                  Subsidiaries as of the end of such month and for the portion
                  of the Fiscal Year then ended containing, on a consolidated
                  basis, a balance sheet and statements of income and retained
                  earnings, in each case setting forth in comparative form the
                  figures for the corresponding periods of the preceding Fiscal
                  Year, all in reasonable detail certified by the chief
                  financial officer or chief operating officer of the Borrower
                  to have been prepared in accordance with GAAP but presented in
                  accordance with the interim reporting rules and regulations of
                  the Securities and Exchange Commission and to fairly present
                  (subject to year-end audit adjustments and quarter ended
                  adjustments) the financial condition and results of operations
                  of the Borrower and the Subsidiaries, on a consolidated basis,
                  at the date and for the periods indicated therein (as used
                  herein the term "Monthly Reporting Period" means any period
                  from: (i) the date that the Administrative Agent notifies the
                  Borrower that the Borrowing Availability has dropped below
                  Twenty Million Dollars ($20,000,000) for any five (5)
                  consecutive Business Days as determined by the Administrative
                  Agent to (ii) the date the Administrative Agent advises the
                  Borrower that monthly reporting is no longer necessary (which
                  notice the Administrative Agent agrees to deliver if no
                  Default exists and the Borrowing Availability has exceeded
                  Twenty Million Dollars ($20,000,000) and could not reasonably
                  be expected to drop below that


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                  amount for any five (5) consecutive Business Days in the
                  foreseeable future as determined by the Administrative Agent
                  in its discretion). The Administrative Agent may give notice
                  of the commencement of a Monthly Reporting Period at any time
                  and from time to time in accordance with the foregoing
                  provisions and as a result, more than one Monthly Reporting
                  Period may be established hereunder),

         Section 2.10 Amendment to Section 8.1(e). Clause (e) of Section 8.1 of
the Agreement is amended in its entirety to read as follows:

                  (e) Receivable Reporting. If a Daily Collection Event occurs
         and the Administrative Agent requests, the Borrower shall furnish to
         the Administrative Agent the Receivables Reports (i) once each week if
         the Borrowing Availability drops below Ten Million Dollars
         ($10,000,000) as of any date of determination or (ii) on each Business
         Day if the Borrowing Availability at any time drops below Five Million
         Dollars ($5,000,000) for any three (3) consecutive Business Days as
         determined by the Administrative Agent. Once Daily Collection
         Procedures have been established, they shall remain in effect until the
         Administrative Agent determines in its discretion that they are no
         longer necessary. The Receivables Reports delivered under this clause
         (e) shall be prepared as of the preceding Business Day prior to the
         date of the delivery of such reports, or in the case of weekly
         reporting, for the period since the last weekly report;

         Section 2.11 Amendment to Section 9.2. Section 9.2 of the Agreement is
amended to add the following to the end thereof:

         The issuance of a letter of credit for the account of Borrower or a
         Subsidiary to secure Debt or other obligations of the Borrower or a
         Subsidiary shall not be deemed to be the granting of a Lien for
         purposes of this Section 9.2.

         Section 2.12 Amendment to Section 9.3. Clauses (iii) and (iv) of
Section 9.3 of the Agreement are amended in their respective entireties to read
as follows:

         (iii) the Borrower or any Subsidiary (the "Acquiring Company") may
         acquire all or substantially all of the assets of any Subsidiary (a
         "Transferring Subsidiary") if the Acquiring Company assumes all the
         Transferring Subsidiary's liabilities, including without limitation,
         all liabilities of the Transferring Subsidiary under the Loan Documents
         to which it is a party (and, following such assignment and assumption,
         such Transferring Subsidiary may wind up, dissolve and liquidate); and
         (iv) Borrower or a Subsidiary may acquire (directly or through a merger
         in which the Borrower or Subsidiary is the surviving Person) one
         hundred percent (100%) of the equity interests issued by a Person or
         all or a substantial part of a Person's assets (a Person who is, or
         whose assets are, to be acquired under this subsection 9.3(iv), herein
         a "Target") if such transaction is approved by the Required Banks (with
         the determination by a Bank whether to approve such a transaction not
         to be unreasonably withheld) or if all of the following conditions are
         satisfied:

                           (a) No Default exists or would result therefrom.

                           (b) The Target is involved in the type of business
                  activities described in Section 9.9.


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                           (c) If the proposed acquisition is an acquisition of
                  the stock of a Target, the acquisition will be structured so
                  that the Target will become a wholly-owned Subsidiary directly
                  owned by Borrower. If the proposed acquisition is an
                  acquisition of assets, the acquisition will be structured so
                  that Borrower or a wholly-owned Subsidiary directly owned by
                  Borrower will acquire all or substantially all of the assets
                  of the Target.

                           (d) The Purchase Price for the proposed acquisition
                  does not exceed Ten Million Dollars ($10,000,000) and the sum
                  of the Purchase Price for the proposed acquisition plus the
                  aggregate amount of the Purchases Prices paid during the most
                  recently completed twelve (12) month period prior to the date
                  of the closing of the proposed acquisition for all other
                  acquisitions under the permissions of this Section 9.3 does
                  not exceed Ten Million Dollars ($10,000,000) (the term
                  "Purchase Price" means, as of any date of determination and
                  with respect to a proposed acquisition, the purchase price to
                  be paid for the Target or its assets, including all cash
                  consideration paid (whether classified as purchase price,
                  noncompete or consulting payments or otherwise), the Dollar
                  amount of all Debt to be paid or assumed by the purchaser and
                  the Dollar value of all other assets to be transferred by the
                  purchaser in connection with such acquisition to the seller
                  (including any stock issued to the seller) all valued in
                  accordance with the applicable purchase agreement).

                           (e) The obligations arising under subsection 8.10(b)
                  shall be fulfilled simultaneously with the closing of the
                  acquisition in question.

                           (f) The average daily balance of the sum of
                  Borrower's cash, cash equivalents and the Borrowing
                  Availability for the thirty (30) days preceding the date of
                  the closing of the acquisition and calculated as if the
                  acquisition occurred on the first (1st) day of such period
                  equals or exceeds Twenty-Five Million Dollars ($25,000,000).

                           (g) The ratio of (x) to (y), calculated on a pro
                  forma basis as of the end of the most recently completed
                  Fiscal Quarter prior to the proposed date of the acquisition
                  (assuming the consummation of the acquisition in question,
                  that the incurrence or assumption of any Debt in connection
                  therewith occurred on the first day of such period and, to the
                  extent such Debt bears interest at a floating rate, that the
                  rate in effect for the entire period of calculation was the
                  rate in effect at the time of calculation) shall be not be
                  greater than 3.00 to 1.00, where:

                                    (x) equals the sum of (1) the total Funded
                           Debt outstanding as of such Fiscal Quarter end
                           (excluding the Revolving Loans) plus (2) the daily
                           average outstanding Revolving Loans over the four
                           consecutive Fiscal Quarter periods ending on the date
                           of calculation; and

                                    (y) equals the Adjusted EBITDA calculated
                           for the four Fiscal Quarters then ended.


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                  The term "Adjusted EBITDA" means, for any period (the "Subject
                  Period"), the total of the following calculated without
                  duplication for such period: (a) Borrower's EBITDA; plus (b),
                  on a pro forma basis, the pro forma EBITDA of the Target and
                  each Prior Target or, as applicable, the EBITDA of the Target
                  and a Prior Target attributable to the assets acquired from
                  such Target and Prior Target, for any portion of such Subject
                  Period occurring prior to the date of the acquisition of each
                  such Target, Prior Target or the related assets but only to
                  the extent such EBITDA can be established based on financial
                  statements prepared in accordance with GAAP and only to the
                  extent the same has been calculated in a manner satisfactory
                  to the Administrative Agent and the Banks. The term "Prior
                  Target" means all Targets acquired or whose assets have been
                  acquired in an acquisition permitted by this Section 9.3.

                           (h) The proposed acquisition shall have been approved
                  by the Target's board of directors or other authorized
                  governing body of the Target and the required percentage of
                  the Target's shareholders or other equity holders.

                           (i) Borrower shall provide the Administrative Agent
                  fifteen (15) Business Days prior to the consummation of the
                  acquisition the following: (1) notice of the acquisition, (2)
                  the most recent financial statements of the Target that the
                  Borrower has available, (3) such other documentation and
                  information relating to the Target and the acquisition as the
                  Administrative Agent may reasonably request, and (4) evidence
                  certified by the chief executive, chief operating or chief
                  financial officer of the Borrower of compliance with clauses
                  (d), (f), and (g) of this Section 9.3 and that on a pro forma
                  basis for the period of four consecutive Fiscal Quarters most
                  recently ended (assuming the consummation of the acquisition
                  in question, that the incurrence or assumption of any Debt in
                  connection therewith occurred on the first day of such period
                  and, to the extent such Debt bears interest at a floating
                  rate, that the rate in effect for the entire period of
                  calculation was the rate in effect at the time of
                  calculation), Borrower shall be in compliance with the
                  covenants contained in Article 10.

         Section 2.13 Amendment to Section 9.4. Clauses (i), (ii) and (iii) of
Section 9.4 of the Agreement are amended in their respective entireties to read
as the following clauses (i) and (ii):

                  (i) Subsidiaries of the Borrower may make, declare, and pay
         dividends and make other distributions to Borrower or to other
         Subsidiaries with respect to their capital stock or other equity
         interests in the ordinary course of business and to allow Borrower to
         pay dividends permitted hereunder; and

                  (ii) The Borrower may pay cash dividends or repurchase its
         capital stock provided that after giving effect to the dividends paid
         or the stock repurchased: (A) no Default exists or would result
         therefrom; (B) the average daily balance of the sum of Borrower's cash,
         cash equivalents and the Borrowing Availability for the thirty (30)
         days preceding the date of payment and calculated as if the stock
         repurchased occurred on the first (1st) day of such period equals or
         exceeds Twenty-Five Million Dollars


FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND MODIFICATION TO
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<PAGE>

         ($25,000,000); (C) the sum of the aggregate cash dividends and the
         aggregate purchase price of the stock repurchased under this clause
         (ii): (1) in any twelve (12) month period shall not exceed Ten Million
         Dollars ($10,000,000) and (2) during the period from November 30, 2001
         through the Revolving Termination Date shall not exceed Twenty Million
         Dollars ($20,000,000); (D) the ratio of (x) to (y), calculated on a pro
         forma basis as of the end of the most recently completed Fiscal Quarter
         prior to the proposed date of dividend or repurchase and as if the
         dividend or repurchase occurred on the first day of the four Fiscal
         Quarter period then ended, shall be not be greater than 3.00 to 1.00,
         where:

                           (x) equals the sum of (1) the total Funded Debt
                  outstanding as of such Fiscal Quarter end (excluding the
                  Revolving Loans) plus (2) the daily average outstanding
                  Revolving Loans over the four consecutive Fiscal Quarter
                  periods ending on the date of calculation and

                           (y) equals the Borrower's EBITDA calculated for the
                  four Fiscal Quarters then ended; and

         (E) the Borrower shall, within twenty-five (25) days after the end of
         any month during which it has paid any cash dividends or repurchased
         any capital stock, provide the Administrative Agent evidence, certified
         by the chief executive, chief operating or chief financial officer of
         the Borrower, of its compliance with clause (A), (B), (C) and (D) of
         this subsection 9.4(ii) with respect to each such dividends or
         repurchase; and

         Section 2.14 Amendment to Section 9.8. Clause (a) of Section 9.8 is
amended in its entirety to read as follows:

         (a) dispositions of inventory in the ordinary course of business and
         other dispositions of assets to the extent permitted by clauses (ii)
         and (iii) of Sections 9.3 and clauses (h) and (i) of Section 9.5;

         Section 2.15 Amendment to Section 10.1. Section 10.1 of the Agreement
is deleted therefrom.

         Section 2.16 Amendment to Section 10.2. The definition of the term "Net
Income" in Section 10.2 of the Agreement is amended in its entirety to read as
follows:

                  "Net Income" means, for any period and any Person, such
         Person's consolidated net income (or loss) determined in conformity
         with GAAP, but excluding the following, without duplication, in the
         calculation thereof: (a) the income of any other Person (other than its
         subsidiaries) in which such Person or any of its subsidiaries has an
         ownership interest, unless received by such Person or its subsidiary in
         a cash distribution; (b) any after-tax gains attributable to fixed
         asset dispositions; provided that, in connection with any fixed asset
         disposition in the ordinary course of business, if the gain realized
         therefrom is in an amount equal to or less than Fifty Thousand Dollars
         ($50,000), then such gain shall not be excluded from the calculation of
         net income during such period but if the gain from any such fixed asset
         disposition exceeds Fifty Thousand Dollars ($50,000), the total amount
         of the related after-tax gain shall be excluded from the calculation of
         net income; (c) to the extent not included in clauses (a) and (b)
         above, any after-tax extraordinary or non-cash gains; and (d) when
         calculating Net Income for the Borrower, any non-cash deductions
         arising from the write down in the value of goodwill as required under
         Financial Accounting Standards Board Statement 142.


FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND MODIFICATION TO
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<PAGE>

         Section 2.17 Amendment to Section 12.10. Section 12.10 of the Agreement
is amended in its entirety to read as follows:

                  Section 12.10 Agent Fee. The Borrower agrees to pay to the
         Administrative Agent, on December 1, 2001 and on each Monthly Payment
         Date thereafter, the administrative fee set forth in the letter dated
         September 20, 2001 from J.P. Morgan Business Credit Corporation to the
         Borrower.

         Section 2.18 Amendment to Exhibits "B" and "D". "Exhibits "B" and "D"
to the Agreement are each amended in their respective entireties to read as set
forth on Exhibits "B" and "D" to this Amendment, respectively.

         Section 2.19 Amendment to Schedule 1.1(a). Schedule 1.1(a) to the
Agreement is amended in its entirety to read as set forth on Schedule 1.1(a) to
this Amendment.

         Section 2.20 Amendment to Borrower Security Agreement. Schedule 1 to
the Borrower Security Agreement is amended in its entirety to read as set forth
on Exhibit "E" hereto.

         Section 2.21 Amendment to Subsidiary Security Agreement. The reference
to 7107-C Intermodal Drive in Section 3.5 of the Subsidiary Security Agreement
executed by Spectrum Integrated Services, Inc. is deleted therefrom and Schedule
1 thereto is amended in its entirety to read as set forth on Exhibit "F" hereto.

                                   ARTICLE 3

                              Conditions Precedent

         Section 3.1 Conditions. The effectiveness of Article 2 of this
Amendment is subject to the satisfaction of the following conditions precedent:

                  (a) Administrative Agent shall have received all of the
         following, each dated (unless otherwise indicated) the date of this
         Amendment, in form and substance satisfactory to the Administrative
         Agent:

                           (i) Authorization. Evidence that the Borrower and
                  each Obligated Party are authorized to execute, deliver and
                  perform this Amendment.

                           (ii) Projections. Projected profit and loss
                  statements, balance sheets and cash flow statements for the
                  Borrower and the Subsidiaries all prepared on a consolidated
                  basis, on a quarterly basis for the Fiscal Year ending 2002
                  and on an annual basis for the Fiscal Years ending 2003 and
                  2004. The projections shall be accompanied by appropriate
                  supporting details and narrative statements of underlying
                  assumptions and shall be prepared in sufficient detail to
                  determine the underlining financial statistics including but
                  not limited to fixed and variable costs.

                           (iii) Fee. The arrangement fees due the
                  Administrative Agent under that terms of that certain proposal
                  letter dated September 20,

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND MODIFICATION TO
OTHER LOAN DOCUMENTS - Page 12

<PAGE>

                  2001 between J.P. Morgan Business Credit Corporation and the
                  Borrower and evidence that the costs and expenses (including
                  attorneys' fees) referred to in Section 4.4 hereof, to the
                  extent incurred, shall have been paid in full by Borrower.

                           (iv) Additional Information. Administrative Agent
                  shall have received such additional documentation and
                  information as Administrative Agent may request.

                  (b) After giving effect to this Amendment, the representations
         and warranties contained herein and in all other Loan Documents, as
         amended hereby, shall be true and correct in all material respects as
         of the date hereof as if made on the date hereof, except for such
         representations and warranties limited by their terms to a specific
         date;

                  (c) After giving effect to this Amendment, no Default shall
         have occurred and be continuing; and

                  (d) All proceedings taken in connection with this Amendment
         and all documentation and other legal matters incident thereto shall be
         satisfactory to Administrative Agent.

                                   ARTICLE 4

                                 Miscellaneous

         Section 4.1 Ratifications. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Agreement and except as expressly modified and superseded by this
Amendment, the terms and provisions of the Agreement and the other Loan
Documents are ratified and confirmed and shall continue in full force and
effect. Borrower, the Banks and the Agents agree that the Agreement as amended
hereby and the other Loan Documents shall continue to be legal, valid, binding
and enforceable in accordance with their respective terms. For all matters
arising prior to the effective date of this Amendment (including, without
limitation the accrual and payment of interest and commitment and other fees),
the terms of the Agreement (as unmodified by this Amendment) shall control and
are hereby ratified and confirmed.

         Section 4.2 Representations and Warranties. Borrower hereby represents
and warrants to Administrative Agent and the Banks as follows: (a) after giving
effect to this Amendment, no Default has occurred and is continuing; (b) after
giving effect to this Amendment, the representations and warranties set forth in
the Loan Documents are true and correct in all material respects on and as of
the date hereof with the same effect as though made on and as of such date
except with respect to any representations and warranties limited by their terms
to a specific date; (c) the execution, delivery and performance of this
Amendment has been duly authorized by all necessary action on the part of
Borrower and each Obligated Party and does not and will not: (1) violate any
provision of law applicable to Borrower or any Obligated Party, the certificate
of incorporation, bylaws, partnership agreement, membership agreement, or other
applicable governing document of Borrower or any Obligated Party or any order,
judgment, or decree of any court or agency of government binding upon Borrower
or any Obligated Party; (2) conflict with, result in a breach of or constitute
(with due notice or lapse of time or both) a default under any material
contractual obligation of Borrower or any Obligated Party; (3) result in or
require the creation or imposition of any material lien upon any of the assets
of Borrower or any Obligated Party; or (4) require any approval or consent of
any Person under any material contractual obligation of Borrower or any


FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND MODIFICATION TO
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<PAGE>

Obligated Party; (d) except as previously disclosed to Administrative Agent, the
articles of incorporation, bylaws, partnership agreement, certificate of limited
partnership, membership agreement, articles of organization or other applicable
governing document of the Borrower and each Obligated Party, resolutions of the
Borrower attached as Exhibit B to its Secretary's Certificate dated as of March
6, 1998, and resolutions of Spectrum Integrated Services, Inc. attached as
Exhibit B to its Secretary's Certificate dated as of March 6, 1998, have not
been modified or rescinded since March 6, 1998, and remain in full force and
effect, and the officers identified in each such Secretary's Certificate
continue to hold the offices set forth in such certificate; and (e) the
projections described in Section 3.1(a)(ii) were prepared by Borrower based on
the most recent financial statements of Borrower in light of the past operations
of Borrower and were prepared on a basis consistent with GAAP, with only such
adjustments thereto as would be required in accordance with GAAP and such
projections represent, as of the date thereof, the good faith estimate of
Borrower and its senior management concerning the projected performance of
Borrower's business based on the supporting details and assumptions set forth in
such projections after giving effect to the transactions contemplated hereby.
The Banks acknowledge that the projections are estimates and that the Borrower's
actual results can differ from those set forth in such projections. IN ADDITION,
TO INDUCE THE ADMINISTRATIVE AGENT AND THE BANKS TO AGREE TO THE TERMS OF THIS
AMENDMENT, BORROWER AND EACH OBLIGATED PARTY (BY ITS EXECUTION BELOW) REPRESENT
AND WARRANT THAT AS OF THE DATE OF ITS EXECUTION OF THIS AMENDMENT THERE ARE NO
CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER
THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT WAIVES ANY AND ALL SUCH
CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING
PRIOR TO THE DATE OF ITS EXECUTION OF THIS AMENDMENT.

         Section 4.3 Reference to Agreement. Each of the Loan Documents,
including the Agreement and any and all other agreements, documents, or
instruments now or hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Agreement as amended hereby, are hereby amended
so that any reference in such Loan Documents to the Agreement shall mean a
reference to the Agreement as amended hereby.

         Section 4.4 Expenses of Agents. As provided in the Agreement, Borrower
agrees to pay on demand all costs and expenses incurred by Administrative Agent
or Collateral Agent in connection with the preparation, negotiation, and
execution of this Amendment and the other Loan Documents executed pursuant
hereto, including without limitation, the costs and fees of Administrative
Agent's legal counsel.

         Section 4.5 Severability. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

         Section 4.6 Applicable Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Texas and the applicable
laws of the United States of America.

         Section 4.7 Successors and Assigns. This Amendment is binding upon and
shall inure to the benefit of the Banks, National City, the Agents and Borrower
and their respective successors and assigns, except Borrower may not assign or
transfer any of its rights or obligations hereunder without the prior written
consent of the Banks.

         Section 4.8 Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
agreement.


FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND MODIFICATION TO
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<PAGE>


     Section 4.9 Headings. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.

     Section 4.10. ENTIRE AGREEMENT. THIS AMENDMENT EMBODIES THE FINAL, ENTIRE
AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT
BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL
AGREEMENTS AMONG THE PARTIES HERETO.

     Executed as of the date first written above.

                                       BORROWER:

                                       SOFTWARE SPECTRUM, INC.

                                       By:  /s/ KEITH R. COOGAN
                                           -------------------------------------
                                           Keith R. Coogan
                                           President & Chief Operating Officer

                                       ADMINISTRATIVE AGENT:

                                       JPMORGAN CHASE BANK (as the successor in
                                       interest by merger to The Chase Manhattan
                                       Bank), individually as a Bank, as the
                                       Administrative Agent and the Collateral
                                       Agent

                                       By: /s/ GINA HOLLOWAY
                                          --------------------------------------
                                          Gina Holloway, Senior Vice President

                                       OTHER BANKS AND NATIONAL CITY:

                                       NATIONAL CITY BANK, KENTUCKY

                                       By: /s/ STEPHEN BASSETT
                                          --------------------------------------
                                          Name: Stephen Bassett
                                               ---------------------------------
                                          Title: Account Officer
                                                --------------------------------

                                       PNC BANK, NATIONAL ASSOCIATION


                                       By: /s/ SUNNIE M. KIM
                                          --------------------------------------
                                          Name: SUNNIE M. KIM
                                               ---------------------------------
                                          Title: ASST. VICE PRESIDENT
                                                --------------------------------


FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND MODIFICATION TO
OTHER LOAN DOCUMENTS - Page 15

<PAGE>

                                       FOOTHILL CAPITAL CORPORATION


                                       By: /s/ JUAN BARRERA
                                          --------------------------------------
                                          Name: Juan Barrera
                                               ---------------------------------
                                          Title: Assistant Vice President
                                                --------------------------------


FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND MODIFICATION TO
OTHER LOAN DOCUMENTS - Page 16

<PAGE>


                                 ACKNOWLEDGMENT

         The undersigned hereby consents and agrees to this Amendment
(including, without limitation, Section 2.21 and Section 4.2), and hereby
ratifies and confirms each of the Loan Documents to which it is a party and
agrees that such Loan Documents continue to be legal, valid, binding and
enforceable in accordance with their respective terms.

         Witness due execution hereof by the undersigned as of the date first
written above.

                                       SPECTRUM INTEGRATED SERVICES, INC.


                                       By: /s/ KEITH R. COOGAN
                                          --------------------------------------
                                          Keith R. Coogan, President,
                                          Executive Vice President and Assistant
                                          Secretary


FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND MODIFICATION TO
OTHER LOAN DOCUMENTS - Page 17

<PAGE>


                         LIST OF EXHIBITS AND SCHEDULES

          Exhibit "B"         Borrowing Base Certificate
          Exhibit "D"         Compliance Certificate
          Exhibit "E"         Schedule 1 to Borrower Security Agreement
          Exhibit "F"         Schedule 1 to Subsidiary Security Agreement

          Schedule 1.1(a)     Revolving Commitments


LIST OF EXHIBITS, Solo Page
<PAGE>

                                  EXHIBIT "B"
                                       TO
                            SOFTWARE SPECTRUM, INC.
                               FIFTH AMENDMENT TO
                     AMENDED AND RESTATED CREDIT AGREEMENT


                           Borrowing Base Certificate




EXHIBIT "B", Cover Page
<PAGE>


                           BORROWING BASE CERTIFICATE

TO:      JPMorgan Chase Bank,
         as administrative agent
         600 Fifth Avenue, 4th Floor
         New York, New York 10020

         with a copy to each Bank

Ladies/Gentlemen:

         This Borrowing Base Report for the month ending ____________________,
20___, is executed and delivered by SOFTWARE SPECTRUM, INC. (the "Borrower") to
JPMorgan Chase Bank ("Administrative Agent"), pursuant to that certain Amended
and Restated Credit Agreement (the "Credit Agreement") dated as of March 11,
1998, among the Borrower, The Chase Manhattan Bank, Chase Bank of Texas,
National Association, as Collateral Agent, and the banks named therein. All
terms used herein shall have the meanings assigned to them in the Credit
Agreement.

         The Borrower represents and warrants to the Administrative Agent and
the Banks that all information contained herein is true, correct, and complete,
and that the total Eligible Accounts referred to below represent the Eligible
Accounts that qualify for purposes of determining the Borrowing Base under the
Credit Agreement. The Borrower further represents and warrants to the Lender
that attached are the following Receivable Reports, all for the Borrower and the
Granting Subsidiaries for the month ending ____________, 20__: (A) a list of all
accounts receivable showing all accounts aged in 30, 60, 90 and 120 day
intervals (reflecting all journal entries and adjustments, including all
customer credits and debits), (B) all contra calculations, specifying, among
other items, the accounts payable balances owed to its top ten vendors, (C) a
collections report, (D) the lockbox statements, and (E) inventory designations.

<Table>
<S>                                                                      <C>
1.    Accounts Receivable of Borrower and Domestic Granting
      Subsidiaries as of the date of the last submitted Borrowing
      Base (note: lines 1(a), (b) and (c) to be completed only upon
      Administrative Agent's request)                                    $___________

      (a) + Sales                                                        $___________

      (b) - Collections                                                  $___________

      (c) - Credits                                                      $___________

      (d) Gross Accounts Receivable of Borrower and Domestic
          Granting Subsidiaries as of _____________ (detail of
          the conversion calculation of Canadian dollar accounts
          to U.S. dollars to be attached as a schedule)                  $___________
</Table>

         Accounts Receivable Aging of Borrower and Domestic Granting
Subsidiaries as of ___________

<Table>
<Caption>
       Domestic
       Total A/R   Current   31-60   61-90   91-120   Over 120
       ---------   -------   -----   -----   ------   --------
<S>                <C>       <C>     <C>     <C>      <C>
       $           $         $       $       $        $
</Table>


BORROWING BASE CERTIFICATE, Page 1
<PAGE>


<Table>
<S>                                                                    <C>
2.    Less: Ineligible Accounts of Borrower and the Domestic
      Granting Subsidiaries (determined pursuant to the
      definition of Eligible Account in the Credit Agreement,
      without duplication)
      (a) Accounts not due and payable within 120 days ............... $__________
      (b) Accounts outstanding for more than 120 days past the
          original date of invoice.................................... $__________
      (c) Accounts created outside of the ordinary course of
          business ................................................... $__________
      (d) Accounts relating to unenforceable contracts or
          contracts which do not represent complete bona fide
          transactions ............................................... $__________
      (e) Accounts from sales on bill-and-hold, guaranteed
          sale, sale-and-return, or similar basis .................... $__________
      (f) Accounts subject to, or arising from the sale of goods
          subject to, a Lien other than Liens held by the
          Collateral Agent............................................ $__________
      (g) Accounts as to which the Collateral Agent does not
          have first priority Lien or which are not directed to be
          remitted to a Lockbox Account .............................. $__________
      (h) Accounts subject to set-off, dispute, etc................... $__________
      (i) Accounts owed by account debtors subject to
          bankruptcy or that are insolvent ........................... $__________
      (j) Accounts evidenced by chattel paper or instruments ......... $__________
      (k) Accounts owed by foreign account debtors (other than
          Approved Foreign Account Debtors) not supported by
          an acceptable letter of credit or insurance ................ $__________
      (l) Any U.S. Federal or Canadian Government Accounts
          unless the applicable assignment of claims laws shall
          have been complied with .................................... $__________
      (m) Accounts owed by Affiliates etc. ........................... $__________
      (n) Accounts not payable in Dollars or Canadian dollars ........ $__________
      (o) Accounts that do not comply with laws, etc ................. $__________
      (p) Accounts backed by performance, completion or other
          bonds or performance subcontracted (unless waived in
          writing by the Administrative Agent) ....................... $__________
      (q) Accounts written off per GAAP .............................. $__________
      (r) Accounts for which required notices have not been
          filed ...................................................... $__________
      (s) Excluded Accounts .......................................... $__________
      (t) Accounts subject to 50% past due rule ...................... $__________
      (u) Contra accounts owed to the account debtors ................ $__________
3.    Total Ineligible Accounts of Borrower and the Domestic
      Granting Subsidiaries (total of 2(a) through (u))............... $__________
4.    Total Eligible Accounts of Borrower and the Domestic
      Granting Subsidiaries (1(d) minus 3) ........................... $__________
5.    Advance Percent of line 4 ...................................... $___________
</Table>


BORROWING BASE CERTIFICATE, Page 2
<PAGE>


<Table>
<S>                                                                    <C>
6.    Accounts Receivable of Software Spectrum Canada as of
      the date of the last submitted Borrowing Base (note: lines
      6 (a), (b) and (c) to be completed only upon
      Administrative Agent's request)................................. $__________
      (a) + Sales .................................................... $__________
      (b) - Collections .............................................. $__________
      (c) - Credits .................................................. $__________
      (d) Gross Accounts Receivable of Software Spectrum
          Canada as of _____________ (detail of conversion
          calculation to U.S. dollars to be attached as a
          schedule)................................................... $__________
</Table>

<Table>
<Caption>
       Domestic
       Total A/R   Current   31-60   61-90   91-120   Over 120
       ---------   -------   -----   -----   ------   --------
<S>                <C>       <C>     <C>     <C>      <C>
       $           $         $       $       $        $
</Table>

<Table>
<S>                                                                       <C>
7.    Less: Ineligible Accounts of Software Spectrum Canada

      (a) Accounts not due and payable within 120 days .................. $___________
      (b) Accounts outstanding for more than 120 days past the
          original date of invoice....................................... $___________
      (c) Accounts created outside of the ordinary course of
          business ...................................................... $___________
      (d) Accounts relating to unenforceable contracts or
          contracts which do not represent complete bona fide
          transactions .................................................. $___________
      (e) Accounts from sales on bill-and-hold, guaranteed
          sale, sale-and-return, or similar basis ....................... $___________
      (f) Accounts subject to, or arising from the sale of goods
          subject to, a Lien other than Liens held by the
          Collateral Agent............................................... $___________
      (g) Accounts as to which the Collateral Agent does not
          have first priority Lien or which are not directed to be
          remitted to a Lockbox Account ................................. $___________
      (h) Accounts subject to set-off, dispute, etc...................... $___________
      (i) Accounts owed by account debtors subject to
          bankruptcy or that are insolvent .............................. $___________
      (j) Accounts evidenced by chattel paper or instruments ............ $___________
      (k) Accounts owed by foreign account debtors (other than
          Approved Foreign Account Debtors) not supported by
          an acceptable letter of credit or insurance ................... $___________
      (l) Any U.S. Federal or Canadian Government Accounts
          unless the applicable assignment of claims laws shall
          have been complied with ....................................... $___________
      (m) Accounts owed by Affiliates etc. ..............................
      (n) Accounts not payable in Dollars or Canadian dollars ........... $___________
</Table>

BORROWING BASE CERTIFICATE, Page 3
<PAGE>

<Table>
<S>                                                                   <C>            <C>
      (o) Accounts that do not comply with laws, etc ...............  $___________
      (p) Accounts backed by performance, completion or other
          bonds or performance subcontracted (unless waived in
          writing by the Administrative Agent) .....................  $___________
      (q) Accounts written off per GAAP ............................  $___________
      (r) Accounts for which required notices have not been
          filed ....................................................  $___________
      (s) Excluded Accounts ........................................  $___________
      (t) Accounts subject to 50% past due rule ....................  $___________
      (u) Contra accounts owed to the account debtors ..............  $___________
      (v) Accounts not purchased by Borrower........................  $___________
8.    Total Software Spectrum Canada Ineligible Accounts
      (total 7(a) through (v)) $___________
9.    Total Eligible Accounts relating to Software Spectrum
      Canada (6 minus 8) ...........................................  $___________
10.   Advance Percent of Line 9.....................................  $___________
11.   Market value of cash and cash equivalents held in Cash
      Collateral Account (market value detailed on Schedule 2
      hereto) ......................................................  $___________
12.   Outstanding Short Term Bank Debt ............................. ($___________)
13.   Reserves ..................................................... ($___________)
14.   Borrowing Base: Line 5 plus Line 10 plus line 11 minus
      line 12 minus line 13 ........................................                  $___________

15.   Outstanding Credit Agreement Obligations
      (a) Revolving Loans ..........................................  $___________
      (b) Letter of Credit Liabilities .............................  $___________
      (c) Accrued and unpaid interest and fees and other
          amounts due ..............................................  $___________
      (d) Total.....................................................                  $___________

16.   Outstanding Revolving Credit:
      (a) Deposit and cash management obligations (to the
      extent not prefunded) ........................................  $___________
      (b) Outstanding Credit Agreement Obligations(from line
      15(d))........................................................  $___________
      (c) Total.....................................................                  $___________
</Table>


BORROWING BASE CERTIFICATE, Page 4
<PAGE>

<Table>
<S>                                                            <C>            <C>

17.   The "Borrowing Availability" as defined in the Credit
      Agreement:
      (i) the Revolving Commitments ..........................  $___________

      (ii) line 14 (i.e., the Borrowing Base) minus ..........  $___________

      (iii) line 16(a) (the deposit and cash management
      obligations, to the extent not prefunded) .............. ($___________)

      (iv) total of line 17 (ii) minus line 17 (iii) .........  $___________

      (v) lesser of line (i) or (iv) .........................  $___________

      (vi) Line 15(d) (i.e., the Outstanding Credit Agreement
      Obligations) ........................................... ($___________)

      (vii) Line 17 (v) minus line 17(vi) ....................                $___________
18.   Does Line 16(c) exceed line 14? (i.e., Outstanding
      Revolving Credit can not exceed the Borrowing Base)                Yes            No
</Table>


         The Borrower represents and warrants to the Banks that the
representations and warranties of the Borrower contained in Article 7 of the
Credit Agreement and the other Loan Documents are true and correct on and as of
the date of this Borrowing Base Report as if made on and as of the date hereof
except to the extent that such representations and warranties speak to a
specific date, and that no Default has occurred and is continuing.

Date:           ,      .
      ----------  -----
                                         BORROWER:

                                         SOFTWARE SPECTRUM, INC.

                                         By:
                                             -----------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------

BORROWING BASE CERTIFICATE, Page 5
<PAGE>


                                  EXHIBIT "D"
                                       to
                            SOFTWARE SPECTRUM, INC.
                               FIFTH AMENDMENT TO
                     AMENDED AND RESTATED CREDIT AGREEMENT

                             Compliance Certificate





EXHIBIT "D", Cover Page
<PAGE>



                             COMPLIANCE CERTIFICATE
                                    for the
                        quarter ending            ,
                                       -------- --  ----

To:      JPMorgan Chase Bank,
         as administrative agent
         600 Fifth Avenue, 4th Floor
         New York, New York 10020

and each Bank

Ladies and Gentlemen:

         This Compliance Certificate (the "Certificate") is being delivered
pursuant to Section 8.1(c) of that certain Amended and Restated Credit Agreement
(as amended, the "Agreement") dated as of March 11, 1998 among SOFTWARE
SPECTRUM, INC. (the "Borrower"), The Chase Manhattan Bank (now JPMORGAN CHASE
BANK), as administrative agent and Chase Bank of Texas, National Association
Bank (now JPMorgan Chase Bank) as collateral agent and the Banks named therein.
All capitalized terms, unless otherwise defined herein, shall have the same
meanings as in the Agreement. All the calculations set forth below shall be made
pursuant to the terms of the Agreement.

         The undersigned, an authorized financial officer of the Borrower, does
hereby certify to the Agent and the Banks that:

1.       DEFAULT.

         No Default has occurred and is continuing or if a Default has occurred
         and is continuing, I have described on the attached Exhibit "A" the
         nature thereof and the steps taken or proposed to remedy such Default.

<Table>
<Caption>
                                                                  Compliance or
                                                                   Response to
                                                                    Question
                                                                  -------------
<S>                                                              <C>   <C>   <C>
2.       SECTION 8.1 - FINANCIAL STATEMENTS AND RECORDS

      (a) Annual audited financial statements of Borrower on or
          before 91 days after the end of each Fiscal Year.      Yes   No    N/A

      (b) Quarterly unaudited financial statements of Borrower
          on a consolidated and consolidating basis within 46
          days of each Fiscal Quarter end.                       Yes   No    N/A

      (c) Borrowing Base Report together with the Receivables
          Reports within 20 days of each month end or within 20
          days of any other date required by the Administrative
          Agent.                                                 Yes   No    N/A

      (d) If Daily Collection Event occurs, Receivable Reports   Yes   No    N/A
          (i) weekly or
          (ii) daily

      (e) Projections within 30 days before the start of each    Yes   No    N/A
          Fiscal Year.
</Table>

COMPLIANCE CERTIFICATE - Page 1

<PAGE>



<Table>
<S>                                                              <C>           <C>   <C>
3.    SECTION 8.10 - COLLATERAL MATTERS
    (a) Aggregate book value of inventory held by third
        parties                                                  $__________
    (b) Limit                                                    $ 2,500,000   Yes   No
    (c) Collateral perfection/protection required?                             Yes   No
    (d) Material Subsidiary created or acquired?                               Yes   No
    (e) If line (d) is yes, have 8.10(b) and (c) collateral
        measures been taken?                                                   Yes   No

4.    SECTION 9.1 - DEBT No Additional Debt except:
    (a) Purchase money not to exceed:                            $ 5,000,000   Yes   No
        Actual Outstanding                                       $__________
    (b) Guaranties of surety and other bonds not to exceed:      $ 4,000,000   Yes   No
        Actual Outstanding                                       $__________
    (c) Outstanding Guaranties of permitted Debt of Foreign
        Subs and Foreign Ventures                                $__________   Yes   No
    (d) Outstanding Loans, advances, other extensions of
        credit, investments and contributions to Foreign Subs
        (excluding Software Spectrum Canada in an amount
        up to the gross Dollar amount of receivables of
        Software Spectrum Canada) and Foreign Ventures           $__________   Yes   No
    (e) Total Foreign Subsidiary Obligations (line 4(c) plus
        4(d))                                                    $__________   Yes   No
    (f) Foreign Subsidiary Limit
        (i)  $30,000,000 plus                                    $__________
        (ii) if 9.1(e)(ii) test satisfied $10,000,000                          Yes   No
    (g) Acquisition Debt incurred in any Fiscal Year not to
        exceed:                                                  $10,000,000
        Actual incurred in current Fiscal Year(note: Incurrence
        Test must also be met)                                   $__________   Yes   No
    (h) Unsecured Vendor Debt not to exceed:                     $20,000,000
        Actual Outstanding(note : Incurrence Test must also be
        met)                                                     $__________   Yes   No
    (i) Unsecured Short Term Bank Debt not to exceed:            $ 5,000,000
        Actual Outstanding:                                      $__________   Yes   No

5.  SECTION 9.3 - MERGERS, ETC
  (a) Has acquisition been consummated since last
      Compliance Certificate?                                                  Yes   No
  (b) If line (a) yes, Purchase Price                            $__________
</Table>

COMPLIANCE CERTIFICATE - Page 2

<PAGE>

<Table>
<S>                                                              <C>           <C>   <C>  <C>
  (c) Aggregate Purchase Prices from prior acquisitions
      under 9.3 in last 12 months.                               $__________              N/A
  (d) Aggregate Purchase Price Limit per 12 month period         $10,000,000   Yes   No   N/A
  (e) Were the conditions in clauses (vii) of Section 9.3
      satisfied with respect to each acquisition?                              Yes   No   N/A

6.  SECTION 9.4 - DIVIDENDS AND STOCK REPURCHASES

  (a) Stock repurchases and dividends for last 12 months not
      to exceed:                                                 $10,000,000

      Actual repurchases and dividends during the last 12
      months                                                     $__________   Yes   No

  (b) Stock repurchases and dividends for period from
      10/31/02 to Revolving Credit Termination Date not to
      exceed:                                                    $20,000,000

      Actual repurchase and dividends during such period:        $__________   Yes   No

7.  SECTION 9.8 - DISPOSITION ASSETS:
  (a) Book Value of asset disposed of in sale leaseback
      transaction within the last 12 months                      $__________   Yes   No   N/A

      Actual not to exceed:                                      $   500,000

  (b) Book value of assets disposed of within the last 12
      months                                                     $__________   Yes   No   N/A

      Actual not to exceed                                       $   500,000

8.  SECTION 9.10 - PREPAYMENT OF DEBT
    No prepayment of Debt except:

  (a) Obligations
  (b) Foreign Sub Debt Guaranteed
  (c) Prepayment of other Debt limited in any Fiscal Year to:    $   500,000
  (d) Aggregate amount of other Debt so prepaid in current
      Fiscal Year                                                $__________   Yes   No   N/A

9. SECTION 10.2 - INTEREST COVERAGE
  (a) Net Income for applicable period
      (i)   net income or loss                                   $__________
      (ii)  minus income of others                              ($__________)
      (iii) minus after-tax gains from asset dispositions       ($__________)
      (iv)  minus other after-tax extraordinary or
            non-cash gains                                      ($__________)
</Table>


COMPLIANCE CERTIFICATE - Page 3

<PAGE>

<Table>
<S>                                                              <C>           <C>   <C>
      (v)   plus non-cash deductions arising from the
            write down in the value of goodwill                  $__________
      (vi)  total of (i) through (v)                             $__________
  (b) Plus net provisions for tax                                $__________
  (c) Plus Interest Expense                                      $__________
  (d) Plus amortization and depreciation                         $__________
  (e) Borrower EBITDA: 9(a) plus 9(b), 9(c) and 9(d)             $__________
  (f) Unfinanced Capital Expenditures                            $__________
  (g) (line 9(e) minus line 9(f))                                $__________
  (h) Interest Expense                                           $__________
  (i) Interest Coverage (line 9(g) divided by line 9(h))         ___ to 1.00
  (j) Minimum Interest Coverage                                  ___ to 1.00   Yes   No

10. SECTION 10.3 - CAPITAL EXPENDITURE LIMITS

  (a) Capital Expenditure limit for the period                   $__________
  (b) Actual Capital Expenditures                                $__________   Yes   No

11. SECTION 10.4 - NET INCOME

  (a) Net Income for (current Fiscal Quarter)
      (i)   net income or loss                                   $__________
      (ii)  minus income of others                              ($__________)
      (iii) minus after-tax gains from asset dispositions       ($__________)
      (iv)  minus other after-tax extraordinary or
      non-cash gains                                            ($__________)
      (v) plus non-cash deductions arising from the
      write down in the value of goodwill                        $__________
      (vi) total of (i) through (v)                              $__________

  (b) line (a)(v) less than -$2,500,000                                        Yes   No
  (c) Net Income (previous Fiscal Quarter)
      (i)   net income or loss                                   $__________
      (ii)  minus income of others                              ($__________)
      (iii) minus after-tax gains from asset dispositions       ($__________)
      (iv)  minus other after-tax extraordinary or
      non-cash gains                                            ($__________)
      (v)   plus non-cash deductions arising from the
      write down in the value of goodwill                        $__________
</Table>

COMPLIANCE CERTIFICATE - Page 4
<PAGE>

<Table>
<S>                                                              <C>           <C>   <C>
      (vi)  total of (i) through (v)                             $__________
  (d) 11(a)(v) plus 11(b)(v) less than - $3,000,000                            Yes   No

12.   DETERMINATION OF MARGIN AND FEES

  (a) Borrower EBITDA: From 9(e)                                 $__________
  (b) All Capital Expenditures (financed and unfinanced)         $__________
  (c) Actual technical support contract Capital Expenditures
      not to exceed $1,500,000 incurred in the period
      through the Fiscal Quarter ending January 31, 1999         $__________
  (d) (line 12(a) minus the positive sum of (i) line 12(b)
      minus (ii), if calculated for a period prior to February
      1, 1999, line 12(c))                                       $__________
  (e) Interest Expense                                           $__________
  (f) Interest Coverage Ratio (line 12(d) divided by line
      12(e))                                                     ___:1.00      Yes   No
  (g) Adjustment to margin and fees required by Section
      3.2?
  (h) If adjustment required, set forth below new margins
      and fees in accordance with Section 3.2:
      (i)  Base Margin                                           _______%
      (ii) Libor Rate Margin and LC Fee                          _______%
</Table>

13. ATTACHED SCHEDULES

    Attached hereto as schedules are the calculations supporting the computation
    set forth above in this Certificate. All information contained herein and on
    the attached schedules is true and correct.

14. FINANCIAL STATEMENTS

    The unaudited financial statements attached hereto were prepared in
    accordance with GAAP but presented in accordance with the interim reporting
    rules and regulations of the Securities and Exchange Commission and fairly
    present (subject to year end audit adjustments) the financial conditions and
    the results of the operations of the Persons reflected thereon, at the date
    and for the periods indicated therein.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate
effective this _______ day of ____________, _______.


                                         SOFTWARE SPECTRUM, INC.

                                         By:
                                             -----------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------

COMPLIANCE CERTIFICATE - Page 5
<PAGE>



                                  EXHIBIT "E"
                                       to
                            SOFTWARE SPECTRUM, INC.
                               FIFTH AMENDMENT TO
                     AMENDED AND RESTATED CREDIT AGREEMENT



EXHIBIT "E", Cover Page
<PAGE>


                                   Schedule 1
                                       to
                          Borrower Security Agreement

                            Locations of Collateral

                                I. ASSUMED NAMES

                               Software Spectrum

         Software Spectrum, Inc. changed its name from The Software Store, Inc.
in May 1991.

           II. BUSINESS LOCATIONS (including locations of Inventory)

<Table>
<Caption>
                                                     Name and Address of Landlord or
               Address          Lease/Own             Mortgagee of Premises (if any)
               -------          ---------        -------------------------------------
<S>                             <C>              <C>
Software Spectrum, Inc.
Corporate Headquarters                           Trammell Crow Dallas/Ft. Worth
2140 Merritt Drive                               2200 Ross Avenue, Suite 3700
Garland, Texas 75041              Lease          Dallas, Texas 75201

Software Spectrum, Inc.
Corporate Headquarters                           Compass Management and Leasing, Inc.
2220 Merritt Drive                               12377 Merritt Drive, Suite 1400
Garland, Texas 75041              Lease          Dallas, Texas 75251

Software Spectrum, Inc.                          Spokane Teacher's Credit Union
1620 North Signal Drive                          1620 North Signal Drive
Liberty Lake, Washington 99019    Lease          Liberty Lake, WA 99019

                                                 SDS Properties Liberty Lake LLC
Software Spectrum, Inc.                          c/o SDS Realty
22820 East Appleway                              202 East Trent, Suite 202
Liberty Lake, WA 99019            Lease          Spokane, WA 99202
</Table>


SCHEDULE 1 TO BORROWER SECURITY AGREEMENT, Solo Page
<PAGE>


                                  EXHIBIT "F"
                                       to
                            SOFTWARE SPECTRUM, INC.
                               FIFTH AMENDMENT TO
                     AMENDED AND RESTATED CREDIT AGREEMENT




EXHIBIT "F", Cover Page
<PAGE>

                                   Schedule 1
                                       to
                               Security Agreement
                             Locations of Inventory


                                I. ASSUMED NAMES

                           Spectrum Contract Services
                               Software Spectrum
                  Software Spectrum Technology Services Group
                                 Info-Pro, Inc.
                           Computer Rental Associates

                                 II. LOCATIONS


<Table>
<Caption>
                                                         Name and Address of Landlord or
               Address              Lease/Own             Mortgagee of Premises (if any)
               -------              ---------        -------------------------------------
<S>                                 <C>              <C>
                                                     Trammell Crow Dallas/Ft. Worth
2140 Merritt Drive                                   2200 Ross Avenue, Suite 3700
Garland, Texas 75041                  Lease          Dallas, Texas 75201

                                                     Compass Management and Leasing, Inc.
2220 Merritt Drive                                   12377 Merritt Drive, Suite 1400
Garland, Texas 75041                  Lease          Dallas, Texas 75251

6302 East Martin Luther King Blvd.                   Highwoods/Florida Holdings L.P.
Suite 200                                            9720 Princess Palm Avenue, Suite 140
Tampa, FL 33610                       Lease          Tampa, FL 33619

                                                     Spokane Teacher's Credit Union
1620 North Signal Drive                              1620 North Signal Drive
Liberty Lake, Washington 99019        Lease          Liberty Lake, WA 99019

                                                     SDS Properties Liberty Lake LLC
                                                     c/o SDS Realty
22820 East Appleway                                  202 East Trent, Suite 202
Liberty Lake, WA 99019                Lease          Spokane, WA 99202
</Table>


SCHEDULE 1 TO SECURITY AGREEMENT, Solo Page

<PAGE>
                                SCHEDULE 1.1(a)
                                       TO
                            SOFTWARE SPECTRUM, INC.
                                CREDIT AGREEMENT


                             Revolving Commitments


<Table>
<Caption>
                       Bank                        Revolving Commitment
                       ----                        --------------------
<S>                                                <C>
         a.  JPMorgan Chase Bank                      $25,000,000.00
         b.  Foothill Capital Corporation             $25,000,000.00
         c.  PNC Bank, National Association           $25,000,000.00
                                                      --------------
             Total                                    $75,000,000.00
</Table>



SCHEDULE 1.1(a) - Revolving Commitments, Solo Page