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                                                                  EXHIBIT 10D(5)


                           FIFTH AMENDMENT TO AMENDED
                          AND RESTATED CREDIT AGREEMENT

         THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is dated
as of June 29, 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, as amended by a First
Amendment to Amended and Restated Credit Agreement dated as of March 19, 2001,
as amended by a Second Amendment to Amended and Restated Credit Agreement dated
as of March 30, 2001, as amended by a Third Amendment to Amended and Restated
Credit Agreement dated as of April 4, 2001 and as amended by a Fourth Amendment
to Amended and Restated Credit Agreement dated as of May 15, 2001 (as amended,
the "Credit Agreement").

         B. The Borrower has requested that the Banks agree to amend certain
provisions of the Credit Agreement as set forth in this Amendment.

         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 "Applicable Margin",
         "Borrowing Base Supplement", "Excess Cash Flow", "Existing Letter of
         Credit", "Holding Account", "Loan", "Note", "Obligations", "Revolving
         Commitment Amount", "Revolving Outstandings", "Term C Loan", "Term C
         Loan Commitment Amount", "Term Loan C Percentage", "Term C Note",
         "Total Percentage" and "Warrant Documents" as they appear therein and
         by inserting in such Section 1.1 the following definitions in the
         appropriate alphabetical order:




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                           "Additional Letter of Credit": Any irrevocable letter
                  of credit (other than the Existing Letter of Credit) issued by
                  the Agent pursuant to this Agreement for the account of the
                  Borrower.

                           "Average Monthly Revolver Availability": with respect
                  to any calendar month, (a) the sum of the amount, if any, by
                  which the lesser of the Aggregate Revolving Commitment Amounts
                  or the Borrowing Base, exceeds the Aggregate Revolving
                  Outstandings, in each case calculated as of the close of
                  business on each Friday contained in such month, divided by
                  (b) the number of Fridays contained in such month.

                           "Applicable Margin":  With respect to:

                           (a)      the Revolving Loans - 2.50%;

                           (b)      the Term A Loans - 2.50%; and

                           (c)      the Term B Loans - 4.00%; provided that,
                           from and after the date on which the Term A Loans
                           have been paid in full, the Applicable Margin for the
                           Term B Loans shall be permanently reduced to 2.50%.

                           "Bonus Payments": For any period of determination,
                  Employee bonuses under the Borrower's annual incentive plan
                  paid to management employees by the Borrower or any
                  Subsidiary.

                           "Borrowing Base Supplement": $7,500,000, provided
                  that (a) such amount shall be permanently reduced to an amount
                  not less than $5,000,000 by the aggregate amount of
                  prepayments applied to the Revolving Loans in accordance with
                  Sections 2.6(d), 5.16(b) and 5.18(b) and (b) if such amount
                  has not been earlier reduced to $5,000,000 pursuant to the
                  forgoing clause (a), such amount shall be permanently reduced
                  to $5,000,000 on and after October 15, 2001.

                           "Excess Cash Flow": As of the end of any fiscal year
                  of the Borrower, determined for such fiscal year on a
                  consolidated basis for the Borrower and its Subsidiaries in
                  accordance with GAAP, the remainder of

                                    (a) the sum, without duplication, of (i)
                           EBITDA for such period, and (ii) extraordinary cash
                           income, if any, business interruption insurance
                           proceeds, if any, and cash gains attributable to
                           sales of assets outside the ordinary course of
                           business (but net of taxes, expenses and reserves for
                           indemnification, and exclusive of any gains realized
                           in connection with any transaction contemplated by
                           Section 2.6(c) so long as the Net Proceeds of such
                           transaction are applied in the manner set forth in
                           Section 2.6(d)), if any, during such period to the
                           extent that any such extraordinary cash income, such
                           insurance proceeds or such cash gain is not included
                           in EBITDA for such period,

                           minus



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                                    (b) the sum, without duplication, of (i)
                           income taxes paid in cash or accrued by the Borrower
                           or any Subsidiary during such period, (ii) the
                           aggregate amount of Capital Expenditures, if any (but
                           only to the extent such Capital Expenditures were
                           permissible under Section 6.8 during such period)
                           minus Indebtedness incurred to finance such Capital
                           Expenditures and secured solely by Liens on the
                           property acquired, and (iii) Interest Expense and
                           (iv) any payments made upon the Term A Loans or the
                           Term B Loans (other than prepayments applied to the
                           Term A Loans or the Term B Loans pursuant to Section
                           2.6(d)).

                           "Existing Letter of Credit": Letter of Credit No.
                  76528 in the original face amount of $3,500,000 issued by U.S.
                  Bank for the account of the Borrower in favor of Bank of
                  Montreal.

                           "Holding Account": A deposit account belonging to the
                  Agent for the benefit of the Banks into which the Borrower may
                  be required to make deposits pursuant to the provisions of
                  this Agreement, such account to be under the sole dominion and
                  control of the Agent and not subject to withdrawal by the
                  Borrower, with any amounts therein to be held for application
                  toward any drawings made under any Letter of Credit. The
                  Holding Account shall be a money market savings account or
                  substantial equivalent (or other appropriate investment medium
                  as the Borrower may from time to time request and to which the
                  Agent in its sole discretion shall have consented) and shall
                  bear interest in accordance with the terms of similar accounts
                  held by the Agent for its customers.

                           "Letter of Credit": The Existing Letter of Credit and
                  any Additional Letter of Credit.

                           "Loan": A Revolving Loan, a Term A Loan or a Term B
                  Loan.

                           "Note": A Term A Note, a Term B Note or a Revolving
                  Note.

                           "Obligations": The Borrower's obligations in respect
                  of the due and punctual payment of principal and interest
                  (including, without limitation and to the extent permitted by
                  law, interest accruing after the commencement of a case by or
                  against the Borrower under the United States Bankruptcy Code)
                  on the Notes and Unpaid Drawings when and as due, whether by
                  acceleration or otherwise and all fees (including Unused
                  Revolving Commitment Fees and Letter of Credit Fees),
                  expenses, indemnities, reimbursement and other obligations of
                  the Borrower under this Agreement, any other Borrower Loan
                  Document, and any letter of credit application and
                  reimbursement agreement executed and delivered by the Borrower
                  to U.S. Bank in connection with the issuance of any Letter of
                  Credit, in all cases whether now existing or hereafter arising
                  or incurred.

                           "Ratably": With respect to any unpaid installment
                  upon the Term A Loan or the Term B Loan, as applicable, the
                  amount equal to (a) the aggregate amount of any prepayment to
                  be applied pursuant to this Agreement to the Term A Loan



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                  or the Term B Loan, as applicable, multiplied by (b) a
                  fraction, the numerator of which is the unpaid principal
                  balance of such installment payment and the denominator of
                  which is the aggregate unpaid principal balance of Term A Loan
                  or the Term B Loan, as applicable.

                           "Revolving Commitment Amount": With respect to a
                  Bank, initially the amount set opposite such Bank's name on
                  Schedule 1.1B hereto (as such Schedule may from time to time
                  be amended) as its Revolving Commitment Amount, but as the
                  same may be from time to time increased or reduced as provided
                  Section 2.8.

                           "Revolving Outstandings": As of any date of
                  determination with respect to any Bank, the sum of (a) the
                  aggregate unpaid principal balance of Advances outstanding
                  under such Bank's Revolving Note on such date, (b) an amount
                  equal to the aggregate stated amount of each Letter of Credit
                  multiplied by such Bank's Revolving Commitment Percentage, and
                  (c) an amount equal to the aggregate amount of Unpaid Drawings
                  on such date (after applying any funds held in the Holding
                  Account to the payment thereof) multiplied by such Bank's
                  Revolving Commitment Percentage.

                           "Stock": All shares, interests, participation or
                  other equivalents, however designated, of or in a corporation
                  or a limited liability company, whether or not voting,
                  including but not limited to common stock, member interests,
                  warrants, preferred stock, convertible debentures, and all
                  agreements, instruments and documents convertible, in whole or
                  in part, into any one or more or all of the foregoing.

                            "Subsequent Warrants": Warrants for the purchase of
                  100,000 shares of the Borrower's common stock issued upon the
                  effectiveness of the Fifth Amendment hereto ratably to the
                  Banks in accordance with their Revolving Commitment
                  Percentages.

                           "Subsequent Warrant Issuance Agreement": Second Round
                  Warrant Issuance Agreement dated as of the date of the Fifth
                  Amendment hereto between the Borrower and the Banks, as the
                  same may be amended, restated or otherwise modified from time
                  to time.

                           "Total Percentage": With respect to any Bank, the
                  percentage equivalent of a fraction, the numerator of which is
                  the sum of the Revolving Commitment Amount of such Bank (or,
                  if the Revolving Commitments have been terminated, the
                  Revolving Outstandings of such Bank), the outstanding Term A
                  Loans and Term B Loans of such Bank and the denominator of
                  which is the sum of the Aggregate Revolving Commitment Amounts
                  (or, if the Revolving Commitments have terminated, the
                  Aggregate Revolving Outstandings) and the outstanding Term A
                  Loans and Term B Loans of all the Banks.



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                           "Warrant Documents": The Warrant Registration
                  Agreement, the Warrant Issuance Agreement, the Warrants, the
                  Subsequent Warrant Issuance Agreement and the Subsequent
                  Warrants.

                  (b) Term Loans. Sections 2.1(b), (c) and (d) of the Credit
         Agreement are deleted in their respective entireties and the following
         is substituted in lieu thereof:

                           (c) Term A Loans. Upon the Fifth Amendment Effective
                  Date, each Bank shall continue its ratable portion of
                  $20,000,000 of the Banks' existing term loans to the Borrower
                  as a term loan in an amount by such Bank equal to its Term A
                  Loan Commitment Amount (each being a "Term A Loan" and,
                  collectively, the "Term A Loans").

                           (d) Term B Loans. Upon the Fifth Amendment Effective
                  Date, each Bank shall continue its ratable portion of
                  $15,430,004.50 of the Banks' existing term loans to the
                  Borrower as a term loan in an amount by such Bank equal to its
                  Term B Loan Commitment Amount (each being a "Term B Loan" and,
                  collectively, the "Term B Loans").

                  (c) Notes. Section 2.3 of the Credit Agreement is deleted in
         its entirety and the following is substituted in lieu thereof:

                           Section 2.3 Notes. The Revolving Loans of each Bank
                  shall be evidenced by a single Revolving Note payable to the
                  order of such Bank in a principal amount equal to such Bank's
                  Revolving Commitment Amount originally in effect. The Term A
                  Loan of each Bank shall be evidenced by a Term A Note payable
                  to the order of such Bank in the principal amount equal to
                  such Bank's Term A Loan Commitment Amount. The Term B Loan of
                  each Bank shall be evidenced by a Term B Note payable to the
                  order of such Bank in the principal amount equal to such
                  Bank's Term B Loan Commitment Amount. Each Bank shall enter in
                  its ledgers and records the amount of its Term A Loan, its
                  Term B Loan, and each Revolving Loan, the various Advances
                  made and the payments made thereon, and each Bank is
                  authorized by the Borrower to enter on a schedule attached to
                  its Term A Note, Term B Note, or Revolving Note, as
                  appropriate, a record of such Term A Loan, Term B Loan,
                  Revolving Loans, Advances and payments; provided, however that
                  the failure by any Bank to make any such entry or any error in
                  making such entry shall not limit or otherwise affect the
                  obligation of the Borrower hereunder and on the Notes, and, in
                  all events (a) the principal amounts owing by the Borrower in
                  respect of the Revolving Notes shall be the aggregate amount
                  of all Revolving Loans made by the Banks less all payments of
                  principal thereof made by the Borrower, (b) the principal
                  amount owing by the Borrower in respect of the Term A Notes
                  shall be the aggregate amount of all Term A Loans made by the
                  Banks less all payments of principal thereof made by the
                  Borrower, and (c) the principal amount owing by the Borrower
                  in respect of the Term B Notes shall be the aggregate amount
                  of all Term B Loans made by the Banks less all payments of
                  principal thereof made by the Borrower.



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                  (d) Repayments. Section 2.5 of the Credit Agreement is deleted
         in its entirety and the following is substituted in lieu thereof:

                           Section 2.5 Repayment; Payment to Holding Account.

                                    (a) Revolving Loans. The Revolving Loans,
                           together with all accrued and unpaid interest
                           thereon, shall be due and payable on the Termination
                           Date.

                                    (b) Term A Loan. The principal of the Term A
                           Loan shall be due and payable as follows:

                                             (i) an installment of $2,000,000
                                    due and payable on August 31, 2001;

                                             (ii) two equal installments of
                                    $1,000,000 due and payable on each of
                                    September 28, 2001 and October 31, 2001;

                                            (iii) five equal installments of
                                    $2,000,000 due and payable on each of
                                    November 30, 2001, December 31, 2001,
                                    January 31, 2002, February 28, 2002 and
                                    March 29, 2002;

                                             (iv) an installment of $3,000,000
                                    due and payable on April 30, 2002;

                                             (v) an installment of $1,000,000
                                    due and payable on May 31, 2002; and

                                             (vi) an installment of $2,000,000
                                    due and payable on June 28, 2002;

                           provided, however, that (y) any installment of
                           principal due on any date specified in the table
                           above shall be reduced by any prepayments of
                           principal applied to such installment pursuant to
                           this Agreement and (z) if the aggregate principal
                           amount outstanding under the Term A Loans as of the
                           date any principal payment is due is less than the
                           amount specified for such date in the table above,
                           then the principal amount payable on such date shall
                           be such amount outstanding.

                                    (c) Term B Loan. The principal of the Term B
                           Loan shall be due and payable as follows:

                                            (i) an installment of $2,000,000 due
                                    and payable on the earlier of (A) July 31,
                                    2002 and (B) the last Business Day of the
                                    first month following the month in which the
                                    Term A Loans have been paid in full;


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                                            (ii) an installment of $1,000,000
                                    due and payable on the earlier of (A) August
                                    31, 2002 and (B) the last Business Day of
                                    the second month following the month in
                                    which the Term A Loans have been paid in
                                    full;

                                            (iii) an installment of $1,500,000
                                    due and payable on the earlier of (A)
                                    September 30, 2002 and (B) the last Business
                                    Day of the third month following the month
                                    in which the Term A Loans have been paid in
                                    full;

                                            (iv) an installment of $2,000,000
                                    due and payable on the earlier of (A)
                                    October 31, 2002 and (B) the last Business
                                    Day of the fourth month following the month
                                    in which the Term A Loans have been paid in
                                    full;

                                            (v) an installment of $2,000,000 due
                                    and payable on the earlier of (A) November
                                    29, 2002 and (B) the last Business Day of
                                    the fifth month following the month in which
                                    the Term A Loans have been paid in full; and

                                            (vi) an installment of $6,569,995.50
                                    due and payable on the earlier of (A)
                                    December 31, 2002 and (B) the last Business
                                    Day of the sixth month following the month
                                    in which the Term A Loans have been paid in
                                    full;

                           provided, however, that (x) any installment of
                           principal due on any date specified in the table
                           above shall be reduced by any prepayments applied to
                           such installment pursuant to this Agreement, (y) if
                           the aggregate principal amount outstanding under the
                           Term B Loans as of the date any principal payment is
                           due is less than the amount specified for such date
                           in the table above, then the principal amount payable
                           on such date shall be such amount outstanding and (z)
                           if the Term A Loan is paid in full on or prior to May
                           30, 2002, the Banks will consider in good faith any
                           proposal by the Borrower based upon its projections
                           of cash available for debt service to modify the
                           installment payments which would come due prior to
                           July 31, 2002 pursuant to the table above (provided
                           that no Bank shall be obligated to consider any such
                           proposal for more than 10 days beyond the Borrower's
                           initial written proposal and no Bank shall be
                           obligated to agree to modify such installment
                           payments, which modification shall be subject to the
                           prior written approval of each Bank in its sole
                           discretion).

                                    (d) Payment to Holding Account. The Borrower
                           shall pay to the Holding Account on the Termination
                           Date an amount equal to the aggregate face amount of
                           the Letters of Credit.

                  (e) Prepayments. Section 2.6 of the Credit Agreement is
         deleted in its entirety and the following is substituted in lieu
         thereof:



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                           Section 2.6 Mandatory and Optional Prepayments.

                                    (a) Optional Prepayments. The Borrower may
                           prepay Loans, in whole or in part, at any time,
                           without premium or penalty. Amounts paid (unless
                           following an acceleration or upon termination of the
                           Revolving Commitments in whole) or prepaid on
                           Revolving Loans under this Section 2.6 may be
                           reborrowed upon the terms and subject to the
                           conditions and limitations of this Agreement. Amounts
                           paid or prepaid on the Term A Loans or the Term B
                           Loans may not be reborrowed. Amounts paid or prepaid
                           on the Loans under this Section 2.6 shall be for the
                           account of each Bank in proportion to its share of
                           Loans being prepaid.

                                    (b) Mandatory Prepayment of Revolving Loans.

                                            (i) If at any time the Aggregate
                                    Revolving Outstandings exceed the Aggregate
                                    Revolving Commitment Amounts (including but
                                    not limited to any excess caused by a
                                    reduction in the Revolving Commitment
                                    Amounts pursuant to Section 2.8 hereof), the
                                    Borrower shall repay the Revolving Notes in
                                    an aggregate amount equal to such excess,
                                    which prepayment shall be apportioned among
                                    the Banks' Revolving Notes in accordance
                                    with their respective Revolving Outstandings
                                    Percentages.

                                             (ii) Prepayments on Revolving Loans
                                    shall be made in accordance with the
                                    provisions of Section 2.17(b).

                                    (c) Mandatory Prepayments Due to Certain
                           Transactions. Immediately upon the receipt thereof by
                           the Borrower or any Subsidiary, the Borrower shall
                           prepay the Loans in an aggregate amount of 100% of
                           the Net Proceeds received in cash by the Borrower or
                           any Subsidiary as a result of any of the following
                           events: (i) sales or other transfers of NFS Lease
                           Accounts and Norstan Canada Lease Accounts (other
                           than NFS Lease Accounts and Norstan Canada Lease
                           Accounts that, from and after the date of the Fifth
                           Amendment hereto, have been, substantially
                           contemporaneously upon the creation of such Account,
                           financed in the ordinary course of business by a
                           financer other than the Borrower or any Subsidiary),
                           and the related leases and equipment that are
                           authorized by Sections 6.2(d) and (e); (ii) sales of
                           any assets of the Borrower or any Subsidiary, other
                           than sales of inventory in the ordinary course of
                           business or sales of obsolete or worn-out equipment
                           (but this subsection 2.6(c) does not authorize any
                           such sales, which are subject to Section 6.2 hereof)
                           and other than sales of assets of the type specified
                           in the forgoing clause (i); or (iii) any public or
                           private sale or offering by the Borrower of its
                           capital stock or debt securities (but this subsection
                           2.6(c) does not authorize any such issuances, which
                           are subject to Sections 6.11 and 6.24 hereof).



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                                    (d) Application of Prepayments Under Section
                           2.6(c). Any prepayments made pursuant to Section
                           2.6(c) shall be applied in the following order by the
                           Agent to the Loans ratably to each Bank according to
                           its Revolving Commitment Percentage, Term A Loan
                           Percentage or Term B Loan Percentage, as applicable:

                                            (i) with respect to Net Proceeds of
                                    transactions of the type specified in the
                                    clauses (i) and (iii) of Section 2.6(c), (a)
                                    an amount equal to the lesser of 25% of such
                                    Net Proceeds and the unpaid balance of the
                                    Revolving Loans, shall be applied to the
                                    Revolving Loans (other than the
                                    reimbursement obligations with respect to
                                    the Letters of Credit), and (b) an amount
                                    equal to the greater of 75% of such Net
                                    Proceeds or the amount remaining of such Net
                                    Proceeds following payment in full of the
                                    Revolving Loans, shall be applied (w) first,
                                    Ratably to the unpaid installments upon Term
                                    A Loan, (x) second, Ratably to the unpaid
                                    installments upon the Term B Loan (y) third,
                                    to the unpaid principal balance of the
                                    Revolving Loans (other than reimbursement
                                    obligations with respect to letters of
                                    credit), and (z) fourth, to the Holding
                                    Account in the amount of the aggregate face
                                    amount of the Letters of Credit.

                                            (ii) with respect to Net Proceeds of
                                    transactions of the type specified in clause
                                    (ii) of Section 2.6(c), (a) an amount equal
                                    to the lesser of 75% of such Net Proceeds
                                    and the unpaid balance of the Term A Loans,
                                    shall be applied Ratably to the unpaid
                                    installments upon the Term A Loans, (b) an
                                    amount equal to the greater of 25% of such
                                    Net Proceeds and the amount remaining of
                                    such Net Proceeds following payment in full
                                    of the Term A Loans, shall be applied (x)
                                    first, Ratably to the unpaid installments
                                    upon the Term B Loan, (y) second, to the
                                    unpaid principal balance of the Revolving
                                    Loans (other than the reimbursement
                                    obligations with respect to the Letters of
                                    Credit), and (z) third, to the Holding
                                    Account in the amount of the aggregate face
                                    amount of the Letters of Credit.

                                    (e) Average Monthly Revolving Availability.
                           If, for any calendar month (commencing with the
                           calendar month ending on July 31, 2001), the Average
                           Monthly Revolving Availability exceeds $10,000,000,
                           then, on or before the 10th calendar day of the next
                           following month, the Borrower shall prepay the Term A
                           Loan and Term B Loan in the amount of such excess.
                           Any such prepayments shall be applied (a) first,
                           Ratably to the unpaid installments upon the Term A
                           Loans and (b) second, Ratably to the unpaid
                           installments upon the Term B Loans.

                                    (f) Borrowing Base Deficiency. If at any
                           time a Borrowing Base Deficiency exists, the Borrower
                           shall immediately pay on the



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                           principal of the Revolving Loans an amount equal to
                           such Borrowing Base Deficiency. Amounts paid on the
                           Revolving Loans under this Section 2.6(f) shall be
                           for the account of each Bank in proportion to its
                           share of outstanding Revolving Loans. If, after
                           paying all outstanding Revolving Loans, a Borrowing
                           Base Deficiency still exists, the Borrower shall pay
                           into the Holding Account an amount equal to the
                           amount of the remaining Borrowing Base Deficiency.

                                    (g) Excess Cash Flow. On or before 30 days
                           after the end of each fiscal year of the Borrower
                           (commencing with the fiscal year ending April 30,
                           2002), the Borrower shall prepay the Term B Loans in
                           an amount equal to 50% of the Excess Cash Flow for
                           such fiscal year. Amounts paid on the Term B Loans
                           under this Section 2.6(g) shall applied to the unpaid
                           installments upon the Term B Loans in inverse order
                           of their maturities.

                  (f) Additional Letters of Credit. Section 2.7(a) of the Credit
         Agreement is deleted in its entirety and the following is substituted
         in lieu thereof:

                                    (a) The Letters of Credit. The Existing
                           Letter of Credit shall be deemed to be issued and
                           outstanding under this Agreement on the Closing Date.
                           Subject to Section 2.7(f) and the other terms and
                           conditions of this Agreement, the Agent agrees to
                           issue Additional Letters of Credit for the account of
                           the Borrower from time to time prior to the
                           Termination Date in such amounts as the Borrower
                           shall request; provided, however, that:

                                            (i) No Additional Letter of Credit
                                    will be issued in any amount which, after
                                    giving effect to such issuance, would cause
                                    either (A) the Aggregate Revolving
                                    Outstandings to exceed the Aggregate
                                    Revolving Commitment Amounts or (ii) the sum
                                    of the Unpaid Drawings under the Letters of
                                    Credit plus the aggregate amount available
                                    to be drawn under the Letters of Credit
                                    (including such Additional Letter of Credit)
                                    to exceed $8,000,000;

                                             (ii) No Additional Letter of Credit
                                    shall have a stated available amount of less
                                    than $50,000; and

                                            (iii) Without the prior written
                                    consent of all of the Banks, no Additional
                                    Letter of Credit shall expire later than the
                                    earlier of (i) 365 days after the date of
                                    issuance thereof and (ii) the Business Day
                                    preceding the Revolving Commitment Ending
                                    Date.

                  (g) Further Letter of Credit Amendments. Sections 2.7(b) and
         (e) of the Credit Agreement are each hereby amended by deleting each
         appearance of the term "the Existing Letter of Credit" contained
         therein and by substituting in lieu thereof the term "any Letter of
         Credit". Section 2.7(c) of the Credit Agreement is amended by deleting



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         each appearance of the terms "the Existing Letter of Credit" and "the
         Existing Letters of Credit" contained therein and by substituting in
         lieu thereof the term "each Letter of Credit". Section 2.7(d) of the
         Credit Agreement is amended by deleting each appearance of the term
         "the Existing Letter of Credit" contained therein and by substituting
         in lieu thereof the term "any Letter of Credit." Section 2.7 of the
         Credit Agreement is further amended by adding the following new
         subsection (f) thereto:

                           (f) Procedures for Additional Letters of Credit. Each
                  request for an Additional Letter of Credit shall be made by
                  the Borrower in writing, by facsimile transmission or
                  electronic conveyance received by the Agent by 2:00 P.M.,
                  Minneapolis time, on a Business Day which is not less than one
                  Business Day preceding the requested date of issuance (which
                  shall also be a Business Day). Each request for an Additional
                  Letter of Credit shall be deemed a representation by the
                  Borrower that on the date of issuance of such Additional
                  Letter of Credit and after giving effect thereto the
                  applicable conditions specified in Article III have been and
                  will be satisfied. The Agent may require that such request be
                  made on such letter of credit application and reimbursement
                  agreement form as the Agent may from time to time specify,
                  along with satisfactory evidence of the authority and
                  incumbency of the officers of the Borrower making such
                  request. The Agent shall promptly notify the other Banks of
                  the receipt of the request and the matters specified therein.
                  On the date of each issuance of an Additional Letter of Credit
                  the Agent shall send notice to the other Banks of such
                  issuance, accompanied by a copy of the Additional Letter or
                  Letters of Credit so issued. Additional Letters of Credit
                  shall be issued in support of obligations of the Borrower and
                  the Subsidiaries under performance and surety bond incurred in
                  the ordinary course of business.

         Section 2.8 of the Credit Agreement is amended (1) by deleting the
         clause "the Existing Letters of Credit is no longer" as it appears
         therein and by substituting in lieu thereof the clause "no Letter of
         Credit is" and (2) by deleting the clause "the Existing Letter of
         Credit" as it appears in the last sentence thereof and by substituting
         in lieu thereof the clause "the Letters of Credit". Section 2.16 of the
         Credit Agreement is amended by deleting the clause "the Existing Letter
         of Credit" as it appears therein and by substituting in lieu thereof
         the clause "the Letters of Credit". Section 7.2 of the Credit Agreement
         is amended by deleting each reference to the phrase "the Existing
         Letters of Credit" appearing therein and by substituting in lieu
         thereof the phrase "each Letter of Credit". Section 9.1(g) is amended
         by deleting the clause "the Existing Letter of Credit" as it appears
         therein and by substituting in lieu thereof the clause "the Letters of
         Credit".

                  (h) Letter of Credit Fees. Section 2.10 of the Credit
         Agreement is deleted in its entirety and the following is substituted
         in lieu thereof:

                           Section 2.10 Letter of Credit Fees. For each Letter
                  of Credit issued, the Borrower shall pay to the Agent for the
                  ratable account of the Banks, in advance payable on the date
                  of issuance, a fee (a "Letter of Credit Fee") in an amount
                  equal to 2.5% of the original face amount of the Letter of
                  Credit. Each Bank may set off any refund of the Letter of
                  Credit Fees contemplated by the forgoing


                                      -11-
<PAGE>   12


                  sentence against any amounts due and payable to such Bank on
                  the date such refund is payable. The Borrower shall pay to
                  U.S. Bank for its own account, on demand, all fees customarily
                  charged by U.S. Bank with respect to the issuance, renewal,
                  amendment, administration or payment of each Letter of Credit.

                  (i) Revolving Commitment Ending Date. Section 2.14 is amended
         by deleting the clause "June 29, 2001" as it appears therein and by
         substituting in lieu thereof the clause "June 28, 2002".

                  (j) Use of Proceeds. Section 2.15 of the Credit Agreement is
         amended by deleting the first sentence thereof and by substituting in
         lieu thereof the following:

                  The Term A Loan and the Term B Loan shall each continue a
                  portion (equal to the principal amount of such Loan) of the
                  Borrower's existing term loan obligations to the Bank
                  outstanding immediately prior to the consummation of the Fifth
                  Amendment hereto.

                  (k) Conditions Precedent to all Loans. Section 3.2 of the
         Credit Agreement is amended (1) by deleting the clause ", Term B Loans
         and Term C Loans" as it appears therein and by substituting in lieu
         thereof the clause "and Term B Loans", (2) by deleting each reference
         to the phrase "the renewal of the Existing Letter of Credit" and by
         substituting in lieu thereof the phrase "the issuance of any Additional
         Letter of Credit" and (3) by deleting the phrase "the Existing Letter
         of Credit is renewed" and by substituting in lieu thereof the phrase
         "any Letter of Credit is issued".

                  (l) Preamble to Articles 5 and 6. The Preamble to each of
         Articles 5 and 6 of the Credit Agreement is deleted in its entirety and
         the following is substituted in lieu thereof:

                           Until any obligation of the Banks hereunder to make
                  the Loans, and any obligation of U.S. Bank to issue the
                  Letters of Credit shall have expired or been terminated and
                  the Notes and all of the other Obligations have been paid in
                  full, and no amount is available to be drawn under the under
                  the Letters of Credit, unless the Majority Banks shall
                  otherwise consent in writing:

                  (m) Connaissance Note Collateral. Section 5.16(b) of the
         Credit Agreement is deleted in its entirety and the following is
         substituted in lieu thereof:

                           (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 as follows:

                                    (i) any such Net Proceeds constituting
                           payment upon any regularly scheduled installment of
                           principal upon the Connaissance Note Collateral shall
                           be applied (a) first, to the unpaid installments upon
                           the Term A Loans in order of their maturities, (b)
                           second, the unpaid installments upon the Term B Loans
                           in order of their maturities, (c) third, to the
                           unpaid


                                      -12-
<PAGE>   13


                           principal balance of the Revolving Loans (other than
                           reimbursement obligations with respect to Letters of
                           Credit) and (d) fourth, to the Holding Account in the
                           amount of the aggregate face amount of the Letters of
                           Credit; and,

                                    (ii) any such Net Proceeds other than as
                           provided in the forgoing clause (i) (including any
                           prepayments upon any Connaissance Note Collateral and
                           any payments upon any Connaissance Note Collateral
                           following any acceleration of the maturity dates of
                           such Connassiance Note Collateral) shall be applied
                           in the manner set forth in subclause (ii) of Section
                           2.6(d).

                  Any Net Proceeds of Connaissance Note Collateral 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 assignment).
                  Notwithstanding anything to the contrary in this Agreement,
                  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 in accordance
                  with Section 20 of NCI's Security Agreement or otherwise.

                  (n) Ericsson Intercreditor Agreements. Section 5.17 of the
         Credit Agreement is amended by deleting the clause "May 30, 2001" as it
         appears therein and by substituting in lieu thereof the clause "July
         15, 2001".

                  (o) Consulting Sale Collateral. Section 5.18(b) of the Credit
         Agreement is deleted in its entirety and the following is substituted
         in lieu thereof:

                           (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 Consulting Sale Collateral, shall be applied, and shall be
                  forthwith delivered to the Agent to apply, to the Obligations
                  as follows:

                                    (i) any such Net Proceeds constituting
                           payment upon any regularly scheduled installment of
                           principal upon the Consulting Sale Collateral shall
                           be applied (a) first, to the unpaid installments upon
                           the Term A Loans in order of their maturities, (b)
                           second, the unpaid installments upon the Term B Loans
                           in order of their maturities, (c) third, to the
                           unpaid principal balance of the Revolving Loans
                           (other than reimbursement obligations with respect to
                           Letters of Credit) and (d) fourth, to the Holding
                           Account in the amount of the aggregate face amount of
                           the Letters of Credit; and,

                                    (ii) any such Net Proceeds other than as
                           provided in the forgoing clause (i) (including any
                           prepayments upon any Consulting Sale Collateral and
                           any payments upon any Consulting Sale Collateral
                           following any


                                      -13-
<PAGE>   14


                           acceleration of the maturity dates of such Consulting
                           Sale Collateral) shall be applied in the manner set
                           forth in subclause (ii) of Section 2.6(d).

                  Any Net Proceeds of Consulting Sale Collateral 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 assignment).
                  Notwithstanding anything to the contrary in this Agreement,
                  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 Consulting Sale Collateral in accordance
                  with Section 20 of NCI's Security Agreement or otherwise.

                  (p) Sale of Assets. Sections 6.2(d) and (e) are amended be
         deleting the clause "applied pursuant to Section 2.6(c)" as such clause
         appears in each such Section and by substituting in lieu thereof the
         clause "paid to the Agent pursuant to Section 2.6(c) for application
         pursuant to Section 2.6(d)".

                  (q) Capital Expenditures. Section 6.8 of the Credit Agreement
         is deleted in its entirety and the following is substituted in lieu
         thereof:

                           Section 6.8 The Borrower will not, and will not
                  permit any Subsidiary to, make Capital Expenditures in an
                  amount exceeding, on a consolidated basis in the following
                  amounts for the following period: (a) during the fiscal year
                  ending April 30, 2002, $3,000,000, and (b) during the period
                  from May 1, 2002 through December 31, 2002, $2,000,000.

                  (r) Amendments to Financial Covenants. Sections 6.16, 6.17,
         6.18 and 6.19 of the Credit Agreement are deleted in their respective
         entireties and the following is substituted in lieu thereof:

                           Section 6.16 MINIMUM EBITDA. The Borrower will not
                  permit EBITDA to be less than (a) $2,301,000 for the fiscal
                  quarter ending on or about July 31, 2001, (b) $5,585,000 for
                  the two fiscal quarters ending on or about October 31, 2001
                  and (c) $9,264,000 for the three fiscal quarters ending on or
                  about January 31, 2002. Further, the Borrower will not permit
                  EBITDA, as of the last day of the Borrower's fiscal quarters
                  ending on or about the following dates for the four fiscal
                  quarters ended on such date, to be less than the following
                  indicated amounts:

<TABLE>
<CAPTION>
                  Fiscal Quarter Ending On or About        Minimum EBITDA
                  ---------------------------------        --------------
                  <S>                                      <C>
                          April 30, 2002                     $13,858,000
                          July 31, 2002                      $16,130,000
                          October 31, 2002                   $17,754,000
</TABLE>

                           Section 6.17     [RESERVED].



                                      -14-
<PAGE>   15


                           Section 6.18 ADJUSTED LEVERAGE RATIO. The Borrower
                  will not permit the Adjusted Leverage Ratio, as of the last
                  day of the Borrower's fiscal quarters ending on or about the
                  following dates for such fiscal quarter, to be greater than
                  the following indicated amounts:

<TABLE>
<CAPTION>
                  Fiscal Quarter Ending On or About     Maximum Adjusted Leverage Ratio
                  ---------------------------------     -------------------------------
                  <S>                                   <C>
                          July 31, 2001                            69.7 to 1.0
                          October 31, 2001                         69.9 to 1.0
                          January 31, 2002                         44.3 to 1.0
                          April 30, 2002                           24.8 to 1.0
                          July 31, 2002                            15.7 to 1.0
                          October 31, 2002                         10.5 to 1.0
</TABLE>

                           Section 6.19 INTEREST COVERAGE RATIO. The Borrower
                  will not permit the Interest Coverage Ratio to be less than
                  (a) 1.6 to 1.0 for the fiscal quarter ending on or about July
                  31, 2001, (b) 1.9 to 1.0 for the two fiscal quarters ending on
                  or about October 31, 2001 and (c) 2.2 to 1.0 for the three
                  fiscal quarters ending on or about January 31, 2002. Further,
                  the Borrower will not permit the Interest Coverage Ratio, as
                  of the last day of the Borrower's fiscal quarters ending on or
                  about the following dates for the four fiscal quarters ending
                  on such date, to be less than the following indicated amounts:

<TABLE>
<CAPTION>
                  Fiscal Quarter Ending On or About     Minimum Interest Coverage Ratio
                  ---------------------------------     -------------------------------
                  <S>                                   <C>
                           April 30, 2002                         2.6 to 1.0
                           July 31, 2002                          3.4 to 1.0
                           October 31, 2002                       4.3 to 1.0
</TABLE>

                  (s) New Negative Covenant. Article 6 of the Credit Agreement
         is amended by adding the following new Sections 6.23 and 6.24 at the
         end thereof:

                           6.23 Employee Bonuses. The Borrower will not, and
                  will not permit any Subsidiary to, make any payments under the
                  Bonus Plan which are accrued and required to the paid during
                  the fiscal year ending April 30, 2002 in an amount exceeding
                  $2,000,000.

                           6.24 Issuance and Ownership of Stock. Except for
                  issuing Stock of the Borrower or any Subsidiary, or options to
                  purchase the same, issued in the ordinary course of business
                  to the Borrower's or such Subsidiary's officers or employees
                  pursuant to the Borrower's of such Subsidiary's officer or
                  employee stock purchase or option agreements, the Borrower
                  will not, nor will permit any Subsidiary to, take any action,
                  or permit any Subsidiary to take any action, which would (a)
                  result in a decrease in the Borrower's or any Subsidiary's
                  ownership interest in any Subsidiary including, without
                  limitation, decrease in the percentage of the shares of any
                  class of stock owned or (b) result in the issuance by the



                                      -15-
<PAGE>   16


                  Borrower of Stock other than (i) those issued and outstanding
                  on the date of the Fifth Amendment hereto and (ii) the
                  Warrants and the Subsequent Warrants and common stock of the
                  Borrower necessary to satisfy the exercise of the Warrants or
                  the Subsequent Warrants. The Borrower acknowledges that no
                  Bank has any obligation to exercise the Warrants or the
                  Subsequent Warrants and that any such exercise shall be in the
                  sole discretion of such Bank.

                  (t) Payments and Collections. Section 8.10 of the Credit
         Agreement is amended by deleting the third sentence thereof in its
         entirety. Section 8.10 of the Credit Agreement is further amended by
         deleting the clause "the Existing Letter of Credit" and substituting in
         lieu thereof the clause "the Letters of Credit".

                  (u) New Borrowing Base Certificate. Exhibit A to the Credit
         Agreement is hereby amended and restated as set forth in Exhibit A to
         this Amendment, which Exhibit A is hereby made a part of the Credit
         Agreement as Exhibit A thereto.

                  (v) New Term A Note. Exhibit C to the Credit Agreement is
         hereby amended and restated to read as set forth on Exhibit B to this
         Amendment, which Exhibit B is made a part of the Credit Agreement as
         Exhibit C thereto.

                  (w) New Term B Note. Exhibit D to the Credit Agreement is
         hereby amended and restated to read as set forth on Exhibit C to this
         Amendment, which Exhibit C is made a part of the Credit Agreement as
         Exhibit D thereto.

                  (x) Deletion of Term C Note. Exhibit E to the Credit Agreement
         is hereby deleted in its entirety.

                  (y) New Schedule of Commitments. Schedule 1.1B of the Credit
         Agreement is hereby amended and restated to read as set forth on
         Exhibit D hereto, which Exhibit D is hereby made a part of the Credit
         Agreement as Schedule 1.1B thereof.

                  (z) New Schedule of Subsidiaries. Schedule 4.19 of the Credit
         Agreement is hereby amended and restated to read as set forth on
         Exhibit E hereto, which Exhibit E is hereby made a part of the Credit
         Agreement as Schedule 4.19 thereof.

         Section 3. [Reserved]

         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 and each Amendment Document (defined below)
         to which the Borrower is a party has been duly authorized, executed and
         delivered by it and each Amendment Document to which the Borrower is a
         party 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



                                      -16-
<PAGE>   17


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

                  (b) each Amendment Document to which the Borrower is a party
         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;

                  (c) the execution, delivery and performance by the Borrower of
         the Amendment Documents to which it is a party (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; 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.

         Section 5. Conditions to Effectiveness of this Amendment. This
Amendment shall become effective as of June 29, 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 an executed new Term A Note
         and a Term B Note for each Bank, properly completed for such Bank based
         upon its Term A Loan Commitment or Term B Loan Commitment, as
         applicable, and duly executed by the Borrower.

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

                  (d) The Agent shall have received a copy of the resolutions of
         the Board of Directors of the Borrower authorizing the execution,
         delivery and performance by the Borrower of this Amendment, the new
         Term Note A and Term Note B and the other documents to be executed by
         the Borrower in connection herewith, together with a



                                      -17-
<PAGE>   18


         certificate of an officer of the Borrower certifying as to the
         incumbency and the true signatures of the officers authorized to
         execute such documents and certifying that the Articles of
         Incorporation and Bylaws of the Borrower have not been amended or
         otherwise modified since true and accurate copies of such documents
         were previously furnished to the Bank.

                  (e) the Agent shall have received the favorable opinion of
         counsel to Borrower, in form and substance acceptable to the Agent and
         its counsel;

                  (f) The Agent shall have received the Subsequent Warrant
         Registration Agreement, duly executed by the Borrower and the Banks.

                  (g) The Agent shall have received Subsequent Warrants,
         properly completed for each Bank and duly executed by the Borrower and
         issued to the Banks ratably in accordance with their Revolving
         Commitment Percentages, containing an exercise price equal to the
         closing price per share of the Borrower's common stock on the
         recognized exchange on which such stock is traded at the close of
         trading on the date of this Amendment.

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

                  (i) The Agent shall have received for the ratable benefit of
         the Banks a non-refundable restructuring fee in the amount of $163,750
         (the "Restructuring Fee").

                  (j) The Borrower shall have satisfied such other conditions as
         specified by the Agent, including payment of all unpaid legal fees and
         expenses incurred by the Agent and the fees and expenses of Price
         Waterhouse Coopers, financial consultants to the Banks, in each case
         through the date of this Amendment in connection with the Credit
         Agreement, this Amendment and any and all other documents to be
         executed and delivered by any party in connection with this Amendment
         (the "Amendment Documents").

Upon the effectiveness of this amendment, the Agent shall distribute the
Restructuring Fee to the Banks ratably in accordance with their Revolving
Commitment Percentages.

         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



                                      -18-
<PAGE>   19


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) As provided in Section 9.2 of the Credit Agreement, the
         Borrower agrees to reimburse the Agent and each Bank, upon execution of
         this Amendment, for all reasonable out-of-pocket expenses (including
         attorney' fees and legal expenses of Dorsey & Whitney LLP, counsel for
         the Agent and the fees and expenses of PriceWaterhouse Coopers,
         financial consultants to the Banks) incurred in connection with the
         Credit Agreement, including in connection with the negotiation,
         preparation and execution of the Amendment Documents and all other
         documents negotiated, prepared and executed in connection with the
         Amendment Documents, and in enforcing the obligations of the Borrower
         under the Amendment Documents, and to pay and save the Agent and the
         Banks harmless from all liability for, any stamp or other taxes which
         may be payable with respect to the execution or delivery of the
         Amendment Documents, 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.

                  (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.

         Section 8. General Release. The Borrower hereby releases and discharges
the Agent and each Bank, and each of their officers, directors, employees,
agents and attorneys, from any and all claims, actions and liabilities of any
kind or nature that it or any one claiming through or under the Borrower ever
had or may now have, whether now known or hereafter discovered, arising out of
or in any way relating to: (i) any lending relationship or loan commitment
between the Agent, the Banks and the Borrower prior to the date of this
Amendment; (ii) the Loan Documents; or (iii) the negotiations preceding the
execution and delivery of this Amendment.



            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]





                                      -19-
<PAGE>   20


         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 VP


                                       M&I MARSHALL & ILSLEY BANK


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


                                       By /s/ Doug Pudvah
                                         ---------------------------------------
                                          Its VP


                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION


                                       By /s/ Calvin R. Emerson
                                         ---------------------------------------
                                          Its VP




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

                                       S-1