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                                                                  EXHIBIT 10D(1)


                           FIRST AMENDMENT TO AMENDED
                          AND RESTATED CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is dated
as of March 19, 2001 ("this Amendment"), by and among NORSTAN, INC., a Minnesota
corporation (the "Borrower"), the banks which are signatories hereto (each
individually, a "Bank," and collectively, the "Banks"), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, one of the Banks, as agent for the
Banks (in such capacity, the "Agent").

                                    RECITALS

         A. The Borrower, the Banks and the Agent are parties to an Amended and
Restated Credit Agreement dated as of December 20, 2000 (the "Credit
Agreement").

         B. The Borrower, NCI and Jeffrey A. Lusenhop ("Lusenhop") have entered
into, and consummated the transactions contemplated by, that certain Purchase
Agreement dated as of January 1, 2001 among them (the "Connaissance Sale
Agreement") whereunder, among other things, NCI has sold to Lusenhop all of its
member interests in Connaissance Consulting, LLC, a Minnesota limited liability
company ("Connaissance").

         C. Prior to the date of this Amendment, (i) the Agent has received the
sum of $3,000,000 from the proceeds of the transactions consummated pursuant to
the Connaissance Sale Agreement, which amount the Agent has applied in the
manner set forth in Section 2.6(c) of the Credit Agreement and (ii) the Agent
has executed and delivered to the Borrower UCC-3 financing statements (A)
terminating the UCC-1 financing statements filed by the Agent with respect to
Connaissance and (B) amending the UCC-1 financing statement filed by the Agent
with respect to NCI's Pledge Agreement to release the Agent's security interest
in the member interests in Connaissance pledged by NCI thereunder.

         D. NCI and Ericsson, Inc. ("Ericsson") have entered into, and
consummated the transactions contemplated by, the following documents among
them, each dated as of December 29, 2000 (the "Ericsson Purchase Documents"):
(i) Amended and Restated Asset Purchase Agreement, (ii) Administrative and Back
Office Service Agreement, (iii) MD110 Contracts Back-to-Back Agreement and (iv)
Shared Office Rental Agreement. Further, NCI has executed and delivered to
Ericsson its Promissory Note in the amount of $1,981,384 dated as of December
29, 2000 (the "Ericsson Note") and an Amended and Restated Security Agreement
dated as of January 16, 2001 (collectively with the Ericsson Note and the
Ericsson Purchase Documents, the "Ericsson Documents"). Under the Ericsson
Documents, NCI purchased certain assets from Ericsson and agreed to grant to
Ericsson a security interest in certain of such assets to secure a loan by
Ericsson to NCI to finance a portion of the purchase price thereof.

         E. The Borrower has requested that the Banks (i) consent to the
Connaissance Sale Agreement and the transactions consummated thereby, (ii)
consent to the Ericsson Documents and the transactions consummated thereby and
(iii) agree to amend certain provisions of, and waive certain Events of Default
under, the Credit Agreement as set forth in this Amendment.



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         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:

         Section 1. Definitions. Capitalized terms used herein and not otherwise
defined herein, but which are defined in the Credit Agreement, shall have the
meanings ascribed to such terms in the Credit Agreement unless the context
otherwise requires.

         Section 2. Amendments to Credit Agreement. Subject to Section 5 hereof,
the Credit Agreement is hereby amended as follows:

                  (a) Amended Definitions. Section 1.1 of the Credit Agreement
         is amended by deleting the definitions of "Guarantors" and "Security
         Documents" as they appear therein and substituting in lieu thereof the
         following definitions in the appropriate alphabetical order:

                           "Connaissance Notes": Collectively, (a) that certain
                  Promissory Note dated January 31, 2001 made by Jeffrey A.
                  Lusenhop in favor of NCI in the amount of $1,000,000, and (b)
                  that certain Promissory Note dated January 31, 2001 made by
                  Jeffrey A. Lusenhop in favor of NCI in the amount of
                  $12,000,000.

                           "Connaissance Note Collateral": Collectively, (a) the
                  Connaissance Notes and the instruments and other agreements
                  evidencing the Connaissance Notes, and all interest, cash,
                  instruments, agreements and other property from time to time
                  received, receivable or otherwise distributed in respect of or
                  in exchange for any or all of the Connaissance Notes, (b) any
                  and all collateral security (including the Subordinated
                  Connaissance Note) now or hereafter securing all or any items
                  of the Connaissance Notes, and all agreements granting such
                  security, and all rights, remedies, powers and privileges of
                  NCI under all of the foregoing, and (c) all proceeds of any
                  and all of the foregoing (including proceeds that constitute
                  property of types described above in this definition).

                           "Connaissance": Connaissance Consulting, LLC, a
                  Minnesota limited liability company.

                           "Guarantors": Norstan Financial Services, Inc., a
                  Minnesota corporation; Norstan Communications, Inc., a
                  Minnesota corporation; Norstan Network Services, Inc., a
                  Minnesota corporation; Norstan International, Inc., a
                  Minnesota corporation; Norstan-UK Limited, a corporation
                  incorporated in London, England; Norstan Consulting Holding
                  Company, a Minnesota corporation; Norstan Consulting, Inc., a
                  Minnesota corporation; Norstan Canada, Ltd., a Canadian
                  corporation; Vibes Technologies, Inc., a Minnesota
                  corporation; Norstan Canada, Inc. a Minnesota corporation;
                  Norstan Information Systems, Inc., a Minnesota corporation;
                  and Norstan Network Services of New Hampshire, Inc., a New
                  Hampshire corporation.

                           "Pledge Agreements": Collectively, the separate
                  Pledge Agreements of the Borrower, Norstan Canada, NCI,
                  Norstan Network Services, Inc. and Norstan



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                  Consulting Holding Company pursuant to which the Agent has
                  been granted, for the benefit of the Banks, a security
                  interest in the capital stock (or the equivalent) of certain
                  direct and indirect Subsidiaries of the Borrower, as any of
                  the same may be amended, supplemented, extended, restated or
                  otherwise modified from time to time.

                           "Security Documents": The Guaranties, the Security
                  Agreements, the Pledge Agreements, any collateral assignment
                  documents executed and delivered by the Borrower or any
                  Subsidiary under Section 3.1(a)(xv) and any other documents or
                  instruments executed and delivered in connection with any of
                  the forgoing.

                           "Subordinated Connaissance Note": Senior Subordinated
                  Promissory Note made by Connaissance in favor of NCI in the
                  amount of $9,953,931.00.

                  (b) Connaissance Note Collateral. The following new Section
         5.16 of the Credit Agreement is added immediately following Section
         5.15 of the Credit Agreement:

                           Section 5.16 Connaissance Note Collateral.

                                    (a) The Borrower acknowledges and confirms,
                           and shall cause NCI to acknowledge and confirm, that
                           the Connaissance Note Collateral constitutes
                           "Collateral" under and within the meaning of NCI's
                           Security Agreement. Except as the Agent may otherwise
                           agree, the Borrower shall cause all certificates,
                           instruments and other agreements representing or
                           evidencing Connaissance Note Collateral received by
                           the Borrower or any Subsidiary to be delivered to the
                           Agent promptly upon receipt thereof. All such
                           certificates, instruments and agreements shall be in
                           suitable form for transfer by delivery, or shall be
                           accompanied by duly executed instruments of transfer
                           or assignment in blank, all in form and substance
                           satisfactory to the Agent. Neither the Borrower nor
                           any Subsidiary shall forgive, cancel, compromise,
                           modify, amend or extend the time for payment of, or
                           waive any default under, any of the Connaissance Note
                           Collateral, or modify or amend, or waive any default
                           under any agreement with respect to the Connaissance
                           Note Collateral, or consent to or acquiesce in any of
                           the foregoing, without in each case the prior written
                           consent of the Banks.

                                    (b) Notwithstanding whether an Event of
                           Default has occurred, any and all cash paid, payable
                           or otherwise distributed in respect of principal of,
                           or in exchange for, any Connaissance Note Collateral,
                           shall be applied, and shall be forthwith delivered to
                           the Agent to apply, to the Obligations in the manner
                           set forth in Section 2.6(c) hereof and shall, if
                           received by the Borrower or any Subsidiary, be
                           received in trust for the benefit of the Agent, be
                           segregated from the other property or funds of the
                           Borrower or such Subsidiary, and be forthwith
                           delivered to the Agent in the same form as so
                           received (with any necessary endorsement or



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                           assignment). Notwithstanding the forgoing, upon the
                           occurrence of an Event of Default and at any time
                           during the continuance thereof, the Agent may take
                           any action with respect to the Connaissance Note
                           Collateral specified in Section 20 of NCI's Security
                           Agreement or otherwise.

                                    (c) The provisions of this Section 5.16
                           shall supplement, and be cumulative of, NCI's
                           Security Agreement.

                  (c) Sales of Assets. Sections 6.2(d) and 6.2(e) of the Credit
         Agreement are each amended by (i) deleting the references to the clause
         "Section 6.13(d)" as they appear therein and replacing each such
         reference with the clause "Section 6.13(b)" and (2) inserting the
         clause ", and the residual interest of the equipment leased under,"
         immediately following the clause "total present value of the rental
         streams under" as such clause appears in each such section.

                  (d) Investments. The following new Section 6.10(r) of the
         Credit Agreement is added immediately following Section 6.10(q) of the
         Credit Agreement:

                           (r) The Connaissance Notes.

                  (e) Liens. Section 6.12(l) of the Credit Agreement is deleted
         in its entirety and the following is substituted in lieu thereof:

                           (l) Purchase money Liens granted by NCI to Ericsson,
                  Inc. against inventory sold by Ericsson, Inc. to NCI pursuant
                  to the Ericsson Acquisition Documents, provided that that
                  certain Intercreditor Agreement dated as of the date of the
                  First Amendment hereto between Ericsson, Inc. and the Agent
                  remains unmodified and in full force and effect and has not
                  been repudiated by NCI or Ericsson, Inc.

                           (m) Purchase money Liens granted by NCI to Ericsson
                  Webcom, Inc. against inventory sold by Ericsson Webcom, Inc.
                  to NCI, provided that that certain Intercreditor Agreement
                  dated as of the date of the First Amendment hereto between
                  Ericsson Webcom, Inc. and the Agent remains unmodified and in
                  full force and effect and has not been repudiated by NCI or
                  Ericsson Webcom, Inc.

                  (f) Events of Default. Section 7.1(c) of the Credit Agreement
         is amended by deleting the clause "or 5.15" as it appears therein and
         substituting in lieu thereof the clause ", 5.15 or 5.16".

         Section 3. Consent; Waiver of Events of Default and Termination of
Connaissance Security Documents. Upon the satisfaction of the conditions set
forth in Section 5 below:

                  (a) Each Bank and the Agent (i) hereby consents to the
         execution and delivery by the Borrower and NCI of the Connaissance Sale
         Agreement and the consummation of the transactions contemplated thereby
         and (ii) hereby waives any default or Event of



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         Default arising under Sections 4.10, 4.19, 6.1, 6.2, 6.10, 6.14,
         7.1(k), 7.1(m) or 7.1(o) of the Credit Agreement (the "Existing
         Connaissance Defaults") due to the matters specified in the forgoing
         clause (i). Further, each Bank and the Agent (x) hereby consents to the
         execution and delivery by NCI of the Ericsson Documents and the
         consummation of the transactions contemplated thereby, (y) hereby
         waives any default or Event of Default arising under Sections 6.10(q),
         6.11(l) or 6.12(l) of the Credit Agreement (collectively with the
         Existing Connaissance Defaults, the "Existing Defaults") due to the
         matters specified in the foregoing clause (x) and (z) agrees that the
         purchase price paid by NCI in connection with the Ericsson Documents
         shall not constitute a "Capital Expenditure" for purposes of Section
         6.8 of the Credit Agreement. The Banks' and the Agent's consents and
         waivers set forth in the forgoing two sentences are limited to the
         specific terms thereof, and nothing herein shall be deemed a waiver by
         the Banks or the Agent of any other term, condition, representation or
         covenant applicable to the Borrower or any Guarantor under the Loan
         Documents (including but not limited to any future occurrence similar
         to the Existing Defaults). The waivers by the Banks and the Agent set
         forth this subparagraph shall not constitute a waiver by the Banks or
         the Agent of any other Default or Event of Default, if any, under any
         Loan Document, and shall not be, and shall not be deemed to be, a
         course of action with respect thereto upon which the Borrower may rely
         in the future, and the Borrower hereby expressly waives any claim to
         such effect.

                  (b) The Guaranty of Connaissance and the Security Agreement of
         Connaissance are each hereby terminated for all purposes.

                  (c) Schedule I attached to NCI's Pledge Agreement is hereby
         amended to read as set forth on Exhibit A to this Amendment. Except as
         amended by this Amendment, NCI's Pledge Agreement shall remain
         unmodified and in full force and effect.

                  (d) The Borrower acknowledges that the Ericsson Documents
         constitute the "Ericsson Acquisition Documents" under and within the
         meaning of that term set forth in the Credit Agreement.

         Section 4. Representations and Warranties of the Borrower. To induce
the Banks and the Agent to execute and deliver this Amendment (which
representations and warranties shall survive the execution and delivery of this
Amendment), the Borrower represents and warrants to the Agent and the Banks
that:

                  (a) this Amendment has been duly authorized, executed and
         delivered by it and this Amendment constitutes the legal, valid and
         binding obligation of the Borrower enforceable against the Borrower in
         accordance with its terms, subject to limitations as to enforceability
         which might result from bankruptcy, insolvency, reorganization,
         moratorium or similar laws or equitable principles relating to or
         limiting creditors' rights generally;

                  (b) the Credit Agreement, as amended by this Amendment,
         constitutes the legal, valid and binding obligation of the Borrower
         enforceable against the Borrower in accordance with its terms, subject
         to limitations as to enforceability which might result



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         from bankruptcy, insolvency, reorganization, moratorium or similar laws
         or equitable principles relating to or limiting creditors' rights
         generally;

                  (c) the execution, delivery and performance by the Borrower of
         the Amendment (i) have been duly authorized by all requisite corporate
         action and, if required, shareholder action, (ii) do not require the
         consent or approval of any governmental or regulatory body or agency,
         and (iii) will not (A) violate (1) any provision of law, statute, rule
         or regulation or its certificate of incorporation or bylaws, (2) any
         order of any court or any rule, regulation or order of any other agency
         or government binding upon it, or (3) any provision of any material
         indenture, agreement or other instrument to which it is a party or by
         which any of its properties or assets are or may be bound, or (B)
         result in a breach of or constitute (alone or with due notice or lapse
         of time or both) a default under any indenture, agreement or other
         instrument referred to in clause (iii)(A)(3) of this Section 4(c);

                  (d) as of the date hereof, no Default or Event of Default has
         occurred which either (a) is continuing or (b) has not been waived by
         the Agent and the Banks as set forth in Section 3 of this Amendment;
         and

                  (e) all the representations and warranties contained in
         Article IV of the Credit Agreement are true and correct in all material
         respects with the same force and effect as if made by the Borrower on
         and as of the date hereof.

                  (f) (i) the Borrower has furnished to the Agent true, complete
         and accurate copies of the Connaissance Sale Agreement, the
         Connaissance Note Collateral, and all exhibits, schedules and ancillary
         documents related thereto, (ii) the documents specified in the forgoing
         clause (i), (A) constitute the entire agreement between the Borrower,
         NCI and the other parties thereto with respect to the subject matter
         thereof and (B) have not been amended, terminated or otherwise modified
         and remain in full force and effect and (iii) the transactions
         contemplated by the Connaissance Sale Agreement have been consummated.

         Section 5. Conditions to Effectiveness of this Amendment. This
Amendment shall become effective as of January 31, 2001 when each and every one
of the following conditions shall have been satisfied:

                  (a) The Agent shall have received executed counterparts of
         this Amendment, duly executed by the Borrower and each of the Banks.

                  (b) The Agent shall have received from the Guarantors a
         Consent and Agreement of Guarantors in the form of Exhibit B hereto
         (the "Guarantor Agreements") duly completed and executed by each
         Guarantor.

                  (c) The Agent shall have received the Intercreditor Agreement
         in the form of Exhibit C hereto, duly completed and executed by
         Ericsson and NCI.

                  (d) The Agent shall have received the Intercreditor Agreement
         in the form of Exhibit D hereto, duly completed and executed by
         Ericsson Webcom, Inc.



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                  (e) The Agent shall have received all certificates,
         instruments and other agreements representing or evidencing the
         Connaissance Note Collateral, together with duly executed instruments
         of transfer or assignment in blank, all in form and substance
         satisfactory to the Agent.

                  (f) The Agent shall have received a Guaranty and a Security
         Agreement for Norstan Information Systems, Inc. ("NIS") in the form
         prescribed by the Agent, each duly executed by NIS.

                  (g) The Agent shall have received a complete copy of the
         Bylaws of each of Norstan Communications, Inc., Norstan Consulting
         Holding Company and Norstan Canada, Inc.

                  (h) The Agent shall have received such other documents or
         instruments reasonably deemed necessary by the Agent.

         Section 6. Affirmation; Reaffirmation. The Agent, each Bank and the
Borrower each acknowledge and affirm that the Credit Agreement, as hereby
amended, is hereby ratified and confirmed in all respects and all terms,
conditions and provisions of the Credit Agreement, except as amended by this
Amendment, shall remain unmodified and in full force and effect. All references
in any document or instrument to the Credit Agreement are hereby amended and
shall refer to the Credit Agreement as amended by this Amendment. The Borrower
confirms to the Agent and each Bank that the Obligations are and continue to be
secured by the security interest granted by the Borrower in favor of the Agent
under the Borrower's Security Agreement and all of the terms, conditions,
provisions, agreements, requirements, promises, obligations, duties, covenants
and representations of the Borrower under such documents and any and all other
documents and agreements entered into with respect to the Obligations are
incorporated herein by reference and are hereby ratified and affirmed in all
respects by the Borrower.

         Section 7. General.

                  (a) The Borrower agrees to reimburse the Agent upon demand for
         all reasonable expenses (including reasonable attorneys fees and legal
         expenses) incurred by the Agent in the preparation, negotiation and
         execution of this Amendment and any other document required to be
         furnished herewith, and to pay and save the Agent harmless from all
         liability for any stamp or other taxes which may be payable with
         respect to the execution or delivery of this Amendment, which
         obligations of the Borrower shall survive any termination of the Credit
         Agreement.

                  (b) This Amendment may be executed in as many counterparts as
         may be deemed necessary or convenient, and by the different parties
         hereto on separate counterparts, each of which, when so executed, shall
         be deemed an original but all such counterparts shall constitute but
         one and the same instrument.

                  (c) Any provision of this Amendment which is prohibited or
         unenforceable in any jurisdiction shall, as to such jurisdiction, be
         ineffective to the extent of such prohibition or unenforceability
         without invalidating the remaining portions hereof or affecting the
         validity or enforceability of such provisions in any other
         jurisdiction.



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                  (d) This Amendment shall be governed by, and construed in
         accordance with, the internal law, and not the law of conflicts, of the
         State of Minnesota, but giving effect to federal laws applicable to
         national banks.

                  (e) This Amendment shall be binding upon the Borrower, the
         Agent and the Banks and their respective successors and assigns, and
         shall inure to the benefit of the Borrower, the Agent and the Banks and
         the successors and assigns of the Agent and the Banks.





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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.


                                       NORSTAN, INC.


                                       By /s/ Robert J. Vold
                                         ---------------------------------------
                                          Its Treasurer


                                       U.S. BANK NATIONAL ASSOCIATION,
                                       as a Bank and as Agent


                                       By /s/ David C. Larsen
                                         ---------------------------------------
                                          Its VP


                                       HARRIS TRUST AND SAVINGS BANK


                                       By /s/ Lauren M. Powers
                                         ---------------------------------------
                                          Its Officer


                                       M&I MARSHALL & ILSLEY BANK


                                       By /s/ John W. Howard
                                         ---------------------------------------
                                          Its VP


                                       By /s/ Jeffrey P. Norton
                                         ---------------------------------------
                                          Its VP


                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION


                                       By /s/ William J. Kennedy
                                         ---------------------------------------
                                          Its VP




  [Signature Page to First Amendment to Amended and Restated Credit Agreement]


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