SOFTWARE CO-MARKETING AGREEMENT

This Agreement is entered into by and between Lucent Technologies, Inc., with a
place of business at 211 Mt. Airy Rd., Basking Ridge NJ 07920 (hereinafter
called LUCENT) and Spanlink Communications, Inc. with a place of business at One
Main Street SE, Minneapolis, MN 55414 (hereinafter called SPANLINK).

The effective date of this Agreement shall be the later of the dates this
Agreement has been executed by the respective parties.

ARTICLE 1 - RECITALS

WHEREAS, SPANLINK and LUCENT have agreed to the contractual terms regarding
PRODUCT in the "Software Acceptance and Distribution Agreement" dated 12/31/96
and all accompanying Exhibits; and

WHEREAS, SPANLINK and LUCENT have agreed to addition business terms and
co-marketing arrangements regarding said PRODUCT that do not appear in said
Agreement; and

WHEREAS, SPANLINK and LUCENT wish to formalize these business commitments
between said two parties;

NOW, THEREFORE, in considerations of the foregoing recitals and the covenants
and conditions set forth in this Agreement, the parties agree as follows:

ARTICLE 2 - SALES REPORTING

LUCENT shall use its best efforts to provide SPANLINK with marketing demographic
information and general sales information for the purposes of improving the
overall PRODUCT. The information most specifically relevant includes:

         *        the most recent CONVERSANT Solutions for Definity Call Centers
                  customer list geographically broken only by customer company
                  name, city, state and/or country;

         *        the most recent Customer Assist Care Center CI installation
                  list geographically broken only by customer company, name,
                  city, state and/or country;

         *        quarterly Customer Assist Care Center customer list
                  geographically broken only by customer company name, city,
                  state and/or country;

         *        quarterly analysis of buyer demographics (i.e. type of call
                  centre, number of employees, size of company, etc.) both
                  domestically and internationally to the best of LUCENT'S
                  ability;

         *        quarterly updated list of LUCENT sales source identities
                  (direct sales representatives, LUCENT affiliates, LUCENT
                  distributors, etc.) both domestically as well as
                  internationally.

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This information shall not be used inappropriately by SPANLINK in any way to
solicit unapproved or unPEC-coded products to these customers. LUCENT will
provide this general information on a quarterly basis and should contain both
domestic as well as international information. Use of this information by
SPANLINK shall be done so in accordance with the rules listed in Article 29 of
the "Software Acceptance and Distribution Agreement" between LUCENT and
SPANLINK.

ARTICLE 3 - QUARTERLY BUSINESS REVIEWS

LUCENT and SPANLINK will conduct quarterly business reviews to discuss sales,
product development, feedback from existing users and strategies and plans for
future marketing and sales as well as other matters relating to this Agreement
and the PRODUCT.

ARTICLE 4 - MARKET RESEARCH

LUCENT will distribute product surveys, written by SPANLINK, to LUCENT's
existing customer base two (2) times per year to assist SPANLINK in conducting
market research on the Customer Assist Care Center product. This research will
assist LUCENT and SPANLINK in determining future needs, requirements and new
features for the Customer Assist Care Center product.

ARTICLE 5 - SALES GENERATION PROGRAMS AND TOOLS

A.       LUCENT will conduct two (2) market stimulation programs per year to
         sell new Customer Assist Care Center packages or port upgrades.

B.       LUCENT will provide a list every six (6) months showing the trade shows
         that they will be attending so SPANLINK can prepare for potential
         involvement either remotely or in person.

C.       SPANLINK will create and LUCENT distribute to all of its sales branches
         and account executives a quarterly and/or monthly electronic newsletter
         about Customer Assist Care Center.

D.       SPANLINK will provide multimedia presentations for sales and trade show
         purposes about Customer Assist Care Center.

E.       SPANLINK's dial-in Customer Assist Care Center demo will be provided to
         LUCENT for sales and trade show purposes.

F.       LUCENT will not alter or delete any SPANLINK copyright notice appearing
         on the container or on labels of or in any sales tool provided to
         LUCENT by SPANLINK.

G.       Use of SPANLINK's Tradename in Sales Generation Programs or in Sales
         Tools shall be done in consideration of requirements listed in Article
         20 of the "Software Acceptance and Distribution Agreement" between
         LUCENT and SPANLINK.


ARTICLE 6 - FUTURE PEC-CODED ENHANCEMENT PRODUCT

LUCENT intends to all additional PEC-coded products from SPANLINK to enhance the
Customer Assist Care Center product. The contents of said product could contain
enhancements

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to the different product modules such as the Platform Management Module,
Callback Messaging, or Custom Call Routing or any potential new utilities to the
product such as clock synchronization tools, or Windows 95 interfaces.

ARTICLE 7 - FUTURE PEC-CODED PRODUCTS

LUCENT agrees to give SPANLINK the opportunity to compete for developer rights
to future PEC-coded products within LUCENT such as using our FastPoint Dealer
Locator product within the LUCENT Enterprise Assist family, or using our
PhoneFax product within the LUCENT Customer Assist family, or using our WebCall
product within the Customer Assist family, or using Customer Assist Care Center
for the Merlin Legend call centre, etc. This Article does not guarantee that
SPANLINK's products will be accepted and PEC-coded by LUCENT. Instead, this
Article only guarantee's that SPANLINK will have the opportunity to showcase,
display, and present our products to LUCENT when they are considering a new
PEC-coded product.

ARTICLE 8 - TERM, TERMINATION AND DEFAULT

A.       The term of this Agreement shall be in effect as long as the "Software
         Acceptance and Distribution Agreement" between LUCENT and SPANLINK is
         still active, valid and legally binding. If the "Software Acceptance
         and Distribution Agreement" between LUCENT and SPANLINK is terminated
         earlier than the scheduled term in that contract, then this Agreement
         will also be considered terminated. If the "Software Acceptance and
         Distribution Agreement" between LUCENT and SPANLINK is extended for any
         period, then this Agreement will also be considered extended.

B.       Upon expiration or termination of this Agreement for any reason, each
         party shall return and make no further use of property, materials and
         other items (and all copies thereof) belonging to the other party and
         relating to this Agreement, unless otherwise mutually agreed to.

C.       Disputes arising from this Agreement shall be handled in the same
         manner as described in Article 26 in the "Software Acceptance and
         Distribution Agreement" between LUCENT and SPANLINK.

ARTICLE 9 - ENTIRE AGREEMENT

This Agreement shall constitute the entire agreement between the parties with
respect to the subject matter of this Agreement and shall not be modified or
rescinded, except by a writing signed by LUCENT and SPANLINK. Additional or
different terms inserted in this Agreement by SPANLINK or LUCENT, or deletions
thereto, whether by alterations, addenda, or otherwise, shall be of no force and
effect, unless expressly consented to by LUCENT or SPANLINK in writing. The
provisions of this Agreement supersede all prior oral and written
communications, agreements and understandings of the parties with respect to the
subject matter of this agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement. All signed copies
of this Agreement shall be deemed originals.

SPANLINK COMMUNICATIONS, INC.               LUCENT TECHNOLOGIES, INC.



By: /s/ Patrick P. Irestone                 By /s/ Steven Feldman


Name (Print): Patrick P. Irestone           Name (Print): Steven Feldman


Title: President and COO                    Title: Call Center Offer Manager


Date: 12/31/96                              Date: 12/23/96