<PAGE>   1


                                                                  EXHIBIT 10D(4)


                           FOURTH AMENDMENT TO AMENDED
                          AND RESTATED CREDIT AGREEMENT


         THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is dated
as of May 15, 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 and as amended by a Third Amendment to Amended and Restated
Credit Agreement dated as of April 4, 2001 (as amended, the "Credit Agreement").

         B. The Borrower, Syncromesh Consulting, Inc. ("Syncromesh"), and
(solely with respect to Article V thereof) Barry R. Rubin have entered into, and
consummated the transactions contemplated by, that certain Stock Purchase
Agreement dated as of April 30, 2001 among them (the "Consulting Sale
Agreement") whereunder, among other things, the Borrower has sold to Syncromesh
all of the issued and outstanding common stock in Norstan Consulting Holding
Company, a Minnesota corporation ("NCHC"). NCHC owns all of the issued and
outstanding common stock in Norstan Consulting, Inc., a Minnesota corporation
("Consulting").

         C. The Borrower has requested that the Banks (i) consent to the
Consulting Sale Agreement and the transactions consummated thereby, and (ii)
agree to amend certain provisions of, and waive certain Events of Default under,
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 "Guarantors" and "Pledge
         Agreements" as they appear therein





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         and substituting in lieu thereof the following definitions in the
         appropriate alphabetical order:

                           "Consulting": Norstan Consulting, Inc., a Minnesota
                  corporation.

                           "Consulting Cash Portion": The initial payment of
                  $500,000 payable by Syncromesh, Inc. to the Borrower pursuant
                  to Section I(B) of the Consulting Sale Agreement.

                           "Consulting Note Documents": Collectively, (a) that
                  certain promissory note dated April 30, 2001 made by
                  Syncromesh, Inc. in favor of the Borrower in the amount of
                  $1,500,000 (the "Consulting Purchaser Note"), (b) that certain
                  promissory note dated October 28, 1999 made by TechSkills.com,
                  Inc. in favor of Consulting in the original principal amount
                  of $1,801,943.01, (c) that certain promissory note dated
                  January 22, 2001 made by Substance Abuse Management, Inc. in
                  favor of Consulting in the original principal amount of
                  $1,500,000, (d) that certain guaranty dated January 22, 2001
                  made by Henry Goldberg in favor of Consulting whereunder such
                  individual has guaranteed payment of the note specified in the
                  forgoing subparagraph (c), and (e) that certain assignment
                  agreement dated as of April 30, 2001 whereunder Consulting has
                  absolutely and irrevocably assigned to the Borrower the notes
                  and guaranty specified in the forgoing subparagraphs (b), (c)
                  and (d).

                           "Consulting Purchaser Note": As defined in the
                  definition of "Consulting Note Documents" contained in Section
                  1.1 hereof.

                           "Consulting Sale Agreement": That certain Stock
                  Purchase Agreement dated as of April 30, 2001 between
                  Syncromesh, Inc., the Borrower and (solely with respect to
                  Article V of such agreement) Barry R. Rubin.

                           "Consulting Sale Collateral": Collectively, (a) the
                  Consulting Note Documents and the Consulting Sale Agreement
                  and the instruments and other agreements evidencing the
                  Consulting Note Documents or the Consulting Sale Agreement,
                  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
                  Consulting Note Documents or the Consulting Sale Agreement,
                  (b) any and all collateral security and guaranties now or
                  hereafter securing or guarantying all or any items of the
                  Consulting Note Documents or the Consulting Sale Agreement,
                  and all agreements granting such security or guaranties, and
                  all rights, remedies, powers and privileges of the Borrower
                  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).

                           "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,



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                  England; 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

                           "Net Proceeds": With respect to the sale or
                  disposition of property, sale of capital stock and offering of
                  debt securities by the Borrower or a Subsidiary, or other
                  non-recurring event, an amount equal to (a) the cash
                  (including deferred cash proceeds and all amounts received
                  from time to time upon the Consulting Sale Collateral) and
                  other consideration received by the Borrower or a Subsidiary
                  in connection with such transaction or event, minus (b) the
                  sum of (i) the unpaid principal balance on the date of any
                  such sale or offering of any Indebtedness that is secured by a
                  Lien not proscribed by Section 6.12 and affecting such
                  property, and which is required to be repaid on the date of
                  such sale or offering, (ii) any closing costs or selling costs
                  payable upon the consummation such sale or offering (other
                  than Permitted Consulting Sale Costs), (iii) any sales or
                  income tax paid or payable by the Borrower in connection with
                  such transaction or event (excluding any tax for which the
                  Borrower is reimbursed by the purchaser) and (iv) in the case
                  of the amounts received upon the Consulting Cash Portion and
                  the Consulting Purchaser Note (and not in the case of any
                  amounts received upon any other Consulting Sale Collateral),
                  the Permitted Consulting Sale Costs.

                           "Permitted Consulting Sale Costs": As of any date of
                  any determination, the following amounts: (a) all amounts
                  payable on or before such date upon Consulting's trade
                  accounts payable and accrued payroll obligations (other than
                  severance obligations specified in SectionV(B) of the
                  Consulting Sale Agreement) assumed by the Borrower pursuant to
                  Section I(B) of the Consulting Sale Agreement and (b) all
                  other amounts payable on or before such date under the
                  Consulting Sale Agreement (including severance costs incurred
                  under Section V(B) of the Consulting Sale Agreement, but
                  excluding any indemnification obligations under Sections V(B)
                  or X(A) of the Consulting Sale Agreement or otherwise),
                  provided that the "Permitted Consulting Sale Costs" shall not
                  include (i) any amounts payable in excess of (A) $2,000,000,
                  in the case of amounts specified in clause (a) of this
                  definition and (B) $600,000, in the case of amounts specified
                  in clause (b) of this definition and (ii) any amounts which,
                  prior to such determination, have been deducted from the
                  proceeds of Consulting Sale Collateral in determining whether
                  any Net Proceeds derive therefrom.

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



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                           "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.

                  (b) Connaissance Note Collateral. Section 5.16(b) of the
         Credit Agreement is amended by adding the following new sentence at the
         end thereof:

                  Notwithstanding anything to the contrary in NCI's Security
                  Agreement, NCI will not, without the Agent's prior written
                  consent, agree to any modifications, amendments,
                  subordinations, cancellations or terminations of the
                  obligations of any Account Debtor (as defined in the
                  Borrower's Security Agreement) upon any Connaissance Note
                  Collateral.

                  (c) Consulting Sale Collateral. Section 5.17 of the Credit
         Agreement is deleted in its entirety and the following is substituted
         in lieu thereof

                           Section 5.17 Ericsson Intercreditor Agreements. By
                  May 30, 2001, the Borrower shall furnish to the Agent the
                  Intercreditor Agreements substantially in the form of those
                  attached as Exhibits C and D to the First Amendment hereto,
                  duly executed by the NCI, Ericsson, Inc. or Ericsson Webcom,
                  Inc., as applicable.

                           Section 5.18  Consulting Sale Collateral.

                           (a)      The Borrower acknowledges and confirms that
                                    the Consulting Sale Collateral constitutes
                                    "Collateral" under and within the meaning of
                                    the Borrower's Security Agreement. Except as
                                    the Agent may otherwise agree, the Borrower
                                    shall cause all certificates, instruments
                                    and other agreements representing or
                                    evidencing Consulting Sale 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 Consulting Sale
                                    Collateral, or modify or amend, or waive any
                                    default under, any agreement with respect to
                                    the Consulting Sale Collateral, or consent
                                    to or acquiesce in any of the foregoing,
                                    without in each case the prior written
                                    consent of the Banks.

                  (b) Subject to paragraph (c) of this Section 5.18, the
         Borrower shall be entitled to exercise or refrain from exercising any
         and all voting and other consensual rights



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         pertaining to the Persus Collateral or any part thereof for any purpose
         not inconsistent with the terms of this Agreement or the Borrower's
         Security Agreement, provided, however, that the Borrower shall not
         exercise or refrain from exercising any such right if such action could
         reasonably be expected to be inconsistent with the terms of this
         Agreement or the Security Agreement, including without limitation,
         Pledgor's voting at any time to increase the number of member interests
         of authorized and/or issued member interests of Persus, except in a
         manner consistent with the terms of Section ___ of this Section 5.18,
         or voting at any time to sell any assets of such company.

                  (c) Subject to paragraph (e) of this Section 5.18, the
         Borrower shall be entitled to receive, retain, and use in any manner
         not prohibited by this Agreement any and all dividends and other
         distributions paid in respect of the Persus Collateral; provided,
         however, that any and all

                           (i) dividends and other distributions paid or payable
                  other than in cash in respect of, and instruments and other
                  property received, receivable or otherwise distributed in
                  respect of, or in exchange for, any Collateral,

                           (ii) dividends and other distributions paid or
                  payable in cash in respect of any Collateral in connection
                  with a partial or total liquidation or dissolution or in
                  connection with a reduction of capital, capital surplus or
                  paid-in-surplus, and

                           (iii) cash paid, payable or otherwise distributed in
                  redemption of, or in exchange for, any Collateral,

         shall be, and shall be forthwith delivered to the Bank to hold as,
         Collateral and shall, if received by the Borrower, be received in trust
         for the benefit of the Bank, be segregated from the other property or
         funds of the Borrower, and be forthwith delivered to the Bank as
         Collateral in the same form as so received (with any necessary
         indorsement or assignment). The Borrower shall, upon request by the
         Bank, promptly execute all such documents and do all such acts as may
         be necessary or desirable to give effect to the provisions of this
         Section 5.18(c).

                  (d) Upon the occurrence and during the continuance of any
         Event of Default, the Bank shall have the right in its sole discretion,
         and the Borrower shall execute and deliver all such proxies and other
         instruments as may be necessary or appropriate to give effect to such
         right, to terminate all rights of the Borrower to exercise or refrain
         from exercising the voting and other consensual rights that it would
         otherwise be entitled to exercise pursuant to Section 5.18(b) hereof,
         and all such rights shall thereupon become vested in the Bank who shall
         thereupon have the sole right to exercise or refrain from exercising
         such voting and other consensual rights; provided, however, that the
         Bank shall not be deemed to possess or have control over any voting
         rights with respect to any Collateral unless and until the Bank has
         given written notice to the Borrower that any further exercise of such
         voting rights by the Borrower is prohibited and that the Bank and/or
         its assigns will henceforth exercise such voting rights; and provided,
         further, that neither the registration of any item of Collateral in the
         Bank's name nor the exercise of any voting



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         rights with respect thereto shall be deemed to constitute a retention
         by the Bank of any such Collateral in satisfaction of the Obligations
         or any part thereof.

                  (e) Upon the occurrence and during the continuance of any
         Event of Default:

                           (i) all rights of the Borrower to receive the
                  dividends and other distributions that it would otherwise be
                  authorized to receive and retain pursuant to Section 6(c)
                  hereof shall cease, and all such rights shall thereupon become
                  vested in the Bank who shall thereupon have the sole right to
                  receive and hold such dividends and other distributions as
                  Collateral under the Borrower's Security Agreement, and

                           (ii) all payments of dividends and other
                  distributions that are received by the Borrower contrary to
                  the provisions of paragraph (i) of this Section 5.18(e) shall
                  be received in trust for the benefit of the Bank, shall be
                  segregated from other funds of the Borrower and shall be
                  forthwith paid over to the Bank as Collateral under the
                  Borrower's Security Agreement in the same form as so received
                  (with any necessary indorsement).

                  (f) The Borrower agrees that it will not (i) sell, assign (by
         operation of law or otherwise) or otherwise dispose of, or grant any
         option with respect to, any of the Persus Collateral.

                  (g) The Pledgor agrees that it will (i) cause Persus not to
         issue any stock, member interests or other securities in addition to or
         in substitution for the Persus Collateral, except to the Pledgor and
         except for the 700 voting interests and 3750 nonvoting interests in
         Persus issued in favor of the "Partners", as specified in the Master
         Agreement and (ii) pledge under the Borrower's Security Agreement,
         immediately upon its acquisition (directly or indirectly) thereof, any
         and all additional member interests, stock or other securities of
         Persus issued in favor of the Borrower



                           (b) Notwithstanding whether an Event of Default has
                  occurred, any and all Net Proceeds paid, payable or otherwise
                  distributed in respect 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 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 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 Consulting Sale
                  Collateral specified in Section 20 of the Borrower's Security
                  Agreement or otherwise. Notwithstanding anything to the
                  contrary in the Borrower's Security Agreement, the Borrower
                  will not, without the Agent's prior written consent, agree to
                  any modifications,



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                  amendments, subordinations, cancellations or terminations of
                  the obligations of any Account Debtor (as defined in the
                  Borrower's Security Agreement) upon any Consulting Sale
                  Collateral. Within 10 days of any request therefor made by the
                  Agent from time to time, the Borrower shall furnish to the
                  Agent a written accounting of all amounts received on or prior
                  to the date of such request by the Borrower or any Subsidiary
                  upon the Consulting Sale Collateral and the Net Proceeds
                  derived therefrom, which accounting shall be certified by the
                  chief financial officer of the Borrower and shall be in form
                  and substance reasonably acceptable to the Agent.

                           (c) The provisions of this Section 5.18 shall
                  supplement, and be cumulative of, the Borrower's Security
                  Agreement.

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

                           (s) Investments comprising the Consulting Sale
                  Collateral.

                  (e) Events of Default. Section 7.1(c) of the Credit Agreement
         is amended by deleting the clause "5.15 or 5.16" as it appears therein
         and substituting in lieu thereof the clause "5.15, 5.16, 5.17 or 5.18".

         Section 3. Consent; Waiver of Events of Default; Termination of
Consulting Security Documents; Delivery of Instruments. 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 of the Consulting Sale Agreement
         and the consummation of the transactions contemplated thereby, (ii)
         hereby waives any default or Event of 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 due to the matters specified in the forgoing clause
         (i) and (iii) hereby waives any default or Event of Default arising
         under Section 5.17 of the Credit Agreement (as it existed prior to the
         date of this Amendment) arising due to the failure of the Borrower to
         timely furnish to the Agent the documents specified therein. The Banks'
         and the Agent's consents and waivers set forth in the forgoing sentence
         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 following documents are each hereby terminated for all
         purposes: (i) the Guaranty of NCHC, (ii) the Pledge Agreement of NCHC,
         (iii) the Security



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         Agreement of NCHC, (iv) the Guaranty of Consulting and (v) the Security
         Agreement of Consulting

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

                  (d) The Agent shall execute and deliver to the Borrower's
         counsel the following: (i) UCC-3 financing statements terminating the
         UCC-1 financing statements filed by the Agent with respect to the
         Security Agreements executed by NCHC and Consulting and the Pledge
         Agreement executed by NCHC, (ii) UCC-3 financing statements amending
         the UCC-1 financing statement filed by the Agent with respect to the
         Borrower's Pledge Agreement to delete from the collateral description
         set forth therein the common stock of NCHC pledged by the Borrower
         thereunder, (iii) the share certificates representing the common stock
         of NCHC and Consulting held by the Agent and the corresponding stock
         powers held by the Agent.

         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 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);



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<PAGE>   9


                  (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 Consulting Sale Agreement, the Consulting
         Note Documents, 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 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
         Consulting Sale Agreement have been consummated.

         Section 5. Conditions to Effectiveness of this Amendment. This
Amendment shall become effective as of April 30, 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 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.

                  (d) The Agent shall have received Warrants properly completed
         for each Bank and dated as of the First Determination Date and Second
         Determination Date (each as defined in the Warrant Issuance Agreement),
         duly executed by the Borrower.

                  (e) 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



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<PAGE>   10


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.

                  (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]




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<PAGE>   11


         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/ Lawrence A. Mizera
                                         ---------------------------------------
                                          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/ William J. Kennedy
                                         ---------------------------------------
                                          Its VP




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

                                       S-1