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EXHIBIT 10(a)




THIRD AMENDMENT TO

LOAN AND SECURITY AGREEMENT




               THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is
entered into as of October 29, 2004 among NORSTAN COMMUNICATIONS INC., a
Minnesota corporation (“Communications (US)”), VIBES TECHNOLOGIES, INC., a
Minnesota corporation (“Vibes”; Communications (US) and Vibes are referred to
hereinafter each individually as “Borrower”, and collectively, as “Borrowers”),
NORSTAN, INC., a Minnesota corporation (“Parent”), NORSTAN FINANCIAL SERVICES
INC., a Minnesota corporation (“Norstan Financial”), NORSTAN CANADA INC., a
Minnesota corporation (“Canada Holdings”), NORSTAN INTERNATIONAL, INC., a
Minnesota corporation (“UK Holdings”) and NORSTAN CANADA LTD., an Ontario
corporation (“Communications (Canada)”; Parent, Norstan Financial, Canada
Holdings, Norstan International, UK Holdings and Communications (Canada) are
referred to hereinafter each individually as a “ Credit Party”, and
individually and collectively, jointly and severally, as the “Credit Parties”)
and WELLS FARGO FOOTHILL, INC., a California corporation, as agent for lenders
(“Agent”).



               WHEREAS, Borrowers, Credit Parties (Borrowers and Credit Parties are
referred to hereinafter each individually as “Company”, and collectively, as
“Companies”), Agent and Lenders are parties to a Loan and Security Agreement
dated as of December 10, 2003 (as amended, restated, supplemented or otherwise
modified from time to time, and as amended hereby, the “Loan Agreement”);



               WHEREAS, the Companies have requested that Agent amend the Loan Agreement,
and Agent has agreed to do so subject to the terms and conditions contained
herein.



               NOW THEREFORE, in consideration of the promises and mutual agreements
herein contained, the parties hereto agree as follows:



               1. Defined Terms. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed to such terms in the Loan Agreement.



               2. Amendments to Loan Agreement. Subject to the satisfaction of the
conditions set forth in Section 3 hereof, the Loan Agreement is hereby amended
as follows:



               (a) The definition of the term “Borrowing Base” contained in Section 1.1
of the Loan Agreement is hereby amended and restated in its entirety as
follows:



               “Borrowing Base” means, as of any date of determination, the result of:



               (a) the lowest of




               (i) the aggregate amount of Recurring Revenue for the most
recently ended 6 calendar month period as reflected on the reports
delivered to



 









 






Agent pursuant to Section 6.2(c) times the then applicable
Recurring Revenue Percentage,




	(ii)	 	the Applicable Recurring
Revenue Amount, and
	 
	(iii)	 	an amount equal to the
Collections of Companies with respect to Accounts
for the immediately preceding 50 day period,
minus





               (b) the sum of




               (i) the Bank Product Reserve, and




               (ii) the aggregate amount of reserves, including without
limitation the Rent Reserve, if any, and the Market Share Reserve,
if any, each as established by Agent under Section 2.1(b).



               (b) A new clause (n) is hereby added to the definition of the term
“Permitted Liens” contained in Section 1.1 of the Loan Agreement as follows:



               (n) the Market Share Lien.



               (c) A new definition of the term “Market Share Lien” is hereby added to
Section 1.1 of the Loan Agreement in appropriate alphabetical order as follows:




         “Market Share Lien” means the Lien on the Inventory sold by
MarketShare Telecom, L.L.C. to Communications (US) that secures
the payment in respect of such Inventory by Communications (US) to
MarketShare Telecom, L.L.C.



               (d) A new definition of the term “Market Share Reserve” is hereby added to
Section 1.1 of the Loan Agreement in appropriate alphabetical order as follows:




         “Market Share Reserve” means a reserve equal to the amount
owing by Communications (US) to MarketShare Telecom, L.L.C. and
secured by the Market Share Lien.



               (e) The first sentence of Section 2.1(b) of the Loan Agreement is hereby
amended and restated as follows:




         (b) Anything to the contrary in this Section 2.1
notwithstanding, Agent shall have the right to establish reserves
including the Rent Reserves and the Market Share Reserve in such
amounts, and with respect to such matters, as Agent in its
Permitted Discretion shall deem necessary or appropriate, against
the Borrowing Base, including reserves with respect to (i) sums
that Companies are required to pay (such as taxes, assessments,
insurance premiums, or, in the case of leased assets, rents or
other amounts payable



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under such leases) and has failed to pay under any Section of
this Agreement or any other Loan Document, and (ii) amounts owing
by Companies to any Person to the extent secured by a Lien on, or
trust over, any of the Collateral (other than any existing
Permitted Lien set forth on Schedule P-1 which is specifically
identified thereon as entitled to have priority over the Agent’s
Liens other than the Market Share Lien), which Lien or trust, in
the Permitted Discretion of Agent likely would have a priority
superior to the Agent’s Liens (such as Liens or trusts in favor of
landlords, warehousemen, carriers, mechanics, materialmen,
laborers, or suppliers, or Liens or trusts for ad valorem, excise,
sales, or other taxes where given priority under applicable law)
in and to such item of the Collateral.



               3. Conditions Precedent to Amendment. The satisfaction of each of the
following, unless waived by Agent in its sole discretion, shall constitute
conditions precedent to the effectiveness of this Amendment:



               (a) Agent shall have received this Amendment, duly executed by each
Company;



               (b) Agent shall have received an Intercreditor Agreement, duly executed by
MarketShare Telecom, L.L.C.; and



               (c) No Event of Default or event which with the giving of notice or
passage of time would constitute an Event of Default shall have occurred and be
continuing on the date hereof, nor shall result from the consummation of the
transaction contemplated herein.



               4. Miscellaneous.



               (a) Warranties and Absence of Defaults. In order to induce Agent to enter
into this Amendment, each Company hereby warrants to Agent, as of the date
hereof, that:




         (i) The representations and warranties of each Company contained in
the Loan Agreement are true and correct as of the date hereof as if made
on the date hereof; and




         (ii) No Event of Default or event which, with giving of notice or
the passage of time or both, would become an Event of Default, exists as
of the date hereof.



               (b) Expenses. Each Company agrees, on a joint and several basis, to pay
on demand all costs and expenses of Agent (including the fees and expenses of
outside counsel for Agent) in connection with the preparation, negotiation,
execution, delivery and administration of this Amendment and all other
instruments or documents provided for herein or delivered or to be delivered
hereunder or in connection herewith. In addition, each Company agrees, on a
joint and several basis, to pay, and save Agent harmless from all liability
for, any stamp or other taxes which may be payable in connection with the
execution or delivery of this Amendment or



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the Loan Agreement and the execution and delivery of any instruments or
documents provided for herein or delivered or to be delivered hereunder or in
connection herewith. All obligations provided in this Section 5(b) shall
survive any termination of this Amendment and the Loan Agreement.




               (c) Governing Law. This Amendment shall be a contract made under and
governed by the internal laws of the State of Illinois.



               (d) Counterparts. This Amendment may be executed in any number of
counterparts, and by the parties hereto on the same or separate counterparts,
and each such counterpart, when executed and delivered, shall be deemed to be
an original, but all such counterparts shall together constitute but one and
the same Amendment.



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               IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized and delivered
as of the date first above written.



	 	 	 
	

	 	NORSTAN COMMUNICATIONS INC.,
	

	 	an Minnesota corporation
	 
	 	 
	

	 	By /s/ Alice S Vazquez
	

	 	Title VP Treasurer
	 
	 	 
	

	 	VIBES TECHNOLOGIES, INC.,
	

	 	an Minnesota corporation
	 
	 	 
	

	 	By /s/ Alice S Vazquez
	

	 	Title VP Treasurer
	 
	 	 
	

	 	NORSTAN, INC.,
	

	 	a Minnesota corporation
	 
	 	 
	

	 	By /s/ Alice S Vazquez
	

	 	Title VP Treasurer
	 
	 	 
	

	 	NORSTAN FINANCIAL SERVICES INC.,
	

	 	a Minnesota corporation
	 
	 	 
	

	 	By /s/ Alice S Vazquez
	

	 	Title VP Treasurer
	 
	 	 
	

	 	NORSTAN CANADA INC.,
	

	 	a Minnesota corporation
	 
	 	 
	

	 	By /s/ Alice S Vazquez
	

	 	Title VP Treasurer







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	 	NORSTAN INTERNATIONAL, INC.,
	

	 	a Minnesota corporation
	 
	 	 
	

	 	By /s/ Alice S Vazquez
	

	 	Title VP Treasurer
	 
	 	 
	

	 	NORSTAN CANADA LTD.,
	

	 	an Ontario corporation
	 
	 	 
	

	 	By /s/ Alice S Vazquez
	

	 	Title VP Treasurer
	 
	 	 
	

	 	WELLS FARGO FOOTHILL, INC.,
	

	 	a California corporation, as Agent
	 
	 	 
	

	 	By /s/ John T Leonard
	

	 	Title Vice President








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