BALANCE SHEET

<TABLE>
<CAPTION>
                                                                          DECEMBER 31,
                                                                       1997         1996
--------------------------------------------------------------------------------------------
<S>                                                               <C>            <C>
ASSETS
Current assets:
   Cash and cash equivalents                                      $   703,658    $ 2,284,952
   Marketable securities                                                 --        2,092,553
   Accounts receivable, less allowance for doubtful accounts of
     $218,000 and $56,000                                           2,113,271      1,993,667
   Inventory                                                          345,775         71,341
   Costs and estimated earnings in excess of billings                 554,572         18,657
   Other current assets                                               261,572        293,058
--------------------------------------------------------------------------------------------
       Total current assets                                         3,978,848      6,754,228

Property and equipment                                              1,264,160        837,488
Intangible assets                                                     611,619           --
--------------------------------------------------------------------------------------------
       Total assets                                               $ 5,854,627    $ 7,591,716
============================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                               $   631,263    $   924,590
   Accrued expenses                                                   560,933        802,421
   Current portion of long-term obligations                           300,570           --
   Deferred maintenance revenue                                       432,809        497,088
   Other current liabilities                                          452,466        190,584
--------------------------------------------------------------------------------------------
       Total current liabilities                                    2,378,041      2,414,683
============================================================================================

Long-term obligations                                                 445,083           --
--------------------------------------------------------------------------------------------
       Total liabilities                                            2,823,124      2,414,683

Shareholders' equity:
   Preferred stock; undesignated par value;
     5,000,000 shares authorized; none issued or outstanding
   Common stock; no par value; 25,000,000 shares authorized and
     5,080,500 shares issued and outstanding                        8,193,663      8,193,663
   Accumulated deficit                                             (5,162,160)    (3,016,630)
--------------------------------------------------------------------------------------------
       Total shareholders' equity                                   3,031,503      5,177,033
--------------------------------------------------------------------------------------------
       Total liabilities and shareholders' equity                 $ 5,854,627    $ 7,591,716
============================================================================================
</TABLE>

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.

                                                   SPANLINK Communications, Inc.

<PAGE>


STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                               FOR THE YEARS ENDED
                                                                   DECEMBER 31,
                                                               1997           1996
-------------------------------------------------------------------------------------
<S>                                                        <C>            <C>
Revenues                                                   $ 6,637,018    $ 5,422,929
Cost of revenues                                             2,842,424      2,175,018
-------------------------------------------------------------------------------------
       Gross profit                                          3,794,594      3,247,911
-------------------------------------------------------------------------------------

Operating expenses:
   Sales, general and administrative                         4,562,239      5,210,783
   Research and product development                          1,463,905      1,016,048
-------------------------------------------------------------------------------------

       Total operating expenses                              6,026,144      6,226,831
-------------------------------------------------------------------------------------

Loss from operations                                        (2,231,550)    (2,978,920)

Interest income, net                                            86,020        144,272
-------------------------------------------------------------------------------------

Net loss                                                   $(2,145,530)   $(2,834,648)
=====================================================================================

Net loss per share -- basic and diluted                    $      (.42)   $      (.66)
=====================================================================================

Weighted average shares outstanding -- basic and diluted     5,080,500      4,301,213
=====================================================================================
</TABLE>

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.

                                                   SPANLINK Communications, Inc.

<PAGE>


STATEMENT OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                         COMMON STOCK
                                                   -----------------------                     TOTAL
                                                    NUMBER                   ACCUMULATED   SHAREHOLDERS'
                                                   OF SHARES      AMOUNT       DEFICIT        EQUITY
-------------------------------------------------------------------------------------------------------
<S>                                                <C>         <C>           <C>            <C>
Balances at December 31, 1995                      2,700,000   $     3,000   $  (181,982)   $  (178,982)

Common stock grants                                   70,500       246,750          --          246,750

Bridge loan stock warrants                              --          64,000          --           64,000

Conversion of bridge loan to common stock            125,000       342,273          --          342,273

Initial public offering, net of issuance costs     2,185,000     7,537,640          --        7,537,640

Net loss                                                --            --      (2,834,648)    (2,834,648)
-------------------------------------------------------------------------------------------------------

Balances at December 31, 1996                      5,080,500     8,193,663    (3,016,630)     5,177,033

Net loss                                                --            --      (2,145,530)    (2,145,530)
-------------------------------------------------------------------------------------------------------

Balances at December 31, 1997                      5,080,500   $ 8,193,663   $(5,162,160)   $ 3,031,503
=======================================================================================================
</TABLE>

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.

                                                   SPANLINK Communications, Inc.

<PAGE>


STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                              FOR THE YEARS ENDED
                                                                                  DECEMBER 31,
                                                                              1997           1996
----------------------------------------------------------------------------------------------------
<S>                                                                       <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                               $(2,145,530)   $(2,834,648)
   Reconciliation of net loss to net cash used by operating activities:
     Depreciation and amortization                                            181,250        219,310
     Provision for doubtful accounts                                          215,000         34,000
     Deferred income taxes                                                       --           66,513
     Common stock grant recognized as compensation expense                       --          246,750
     Changes in current assets and liabilities:
       Accounts receivable                                                   (334,604)    (1,275,554)
       Costs and estimated earnings in excess of billings                    (535,915)        75,714
       Other current assets                                                  (242,948)      (289,808)
       Accounts payable                                                      (293,327)       716,413
       Accrued expenses                                                      (241,488)       432,811
       Other current liabilities                                              197,603        142,612
----------------------------------------------------------------------------------------------------
         Net cash used by operating activities                             (3,199,959)    (2,465,887)
----------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of marketable securities                                             --       (5,092,553)
   Maturities of marketable securities                                      2,092,553      3,000,000
   Purchase of product line                                                  (116,819)          --
   Additions to property and equipment                                       (302,322)      (773,455)
----------------------------------------------------------------------------------------------------
         Net cash provided (used) by investing activities                   1,673,412     (2,866,008)
----------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Payment of dividends accrued in prior years                                   --          (39,000)
   Repayments on note payable -- bank                                            --         (230,531)
   Principal payments on capital lease                                        (54,747)          --
   Principal payments on other notes payable                                     --         (343,683)
   Proceeds from issuance of notes payable                                       --          347,732
   Proceeds from sale of common stock                                            --        7,537,640
----------------------------------------------------------------------------------------------------
         Net cash provided (used) by financing activities                     (54,747)     7,272,158
----------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                       (1,581,294)     1,940,263
Cash and cash equivalents at beginning of year                              2,284,952        344,689
----------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                                  $   703,658    $ 2,284,952
====================================================================================================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the year for interest                                 $    32,887    $    23,465
====================================================================================================
NONCASH OPERATING AND FINANCING ACTIVITIES:
   Capital lease obligations incurred                                     $   300,400           --
====================================================================================================
   Conversion of notes payable to common stock                                   --      $   342,273
====================================================================================================
</TABLE>

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.

                                                   SPANLINK Communications, Inc.

<PAGE>


NOTES TO FINANCIAL STATEMENTS


       NOTE 1  DESCRIPTION OF BUSINESS ACTIVITIES
       -------------------------------------------------------------------------
       Spanlink Communications, Inc. (the Company) was incorporated in 1988 and
designs, develops and markets interactive computer telecommunications software
and services that link business computer systems, telephone systems and the
Internet. The Company markets its specialized software systems through its sales
organization and licensed sales representatives throughout North America.


       NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
       -------------------------------------------------------------------------
       USE OF ESTIMATES The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

       CASH EQUIVALENTS AND MARKETABLE SECURITIES Cash equivalents consist of
highly liquid investments with original maturities of three months or less which
are readily convertible to cash. Cash and cash equivalents at December 31, 1997
include $150,200 of restricted cash.

       Marketable securities are carried at amortized cost and unrealized
holding gains and losses have not been significant.

       FAIR VALUE OF FINANCIAL INSTRUMENTS Cash, cash equivalents and marketable
securities are valued at their carrying amounts which are reasonable estimates
of fair value. The fair value of all other financial instruments approximates
cost as stated.

       CONCENTRATION OF CREDIT RISK Financial instruments which potentially
subject the Company to credit risk consist primarily of accounts receivable. The
Company grants credit to customers in the ordinary course of business and
generally requires a customer deposit upon the signing of any system
installation contracts. No single region or industry represents a significant
concentration of credit risk. See Note 10 for discussion of major customer and
economic relationships.


       REVENUE RECOGNITION Revenues derived from system installation contracts
are recognized over the period the Company satisfies its obligations using the
percentage-of-completion method. Progress on the contracts is measured by the
percentage of cost incurred to-date to the total estimated cost for each
contract. Management considers cost to be the best available measure of progress
on these contracts. Changes in conditions may result in revisions of estimated
costs and earnings during the course of the contract and are reflected in the
accounting period in which the facts which require the revision become known. In
the normal course of business, the Company also may be subject to a risk of loss
by incurring costs to complete a contract in excess of the fixed bid price.

       Revenues derived from software license fees are recognized upon shipment
of the software if there are no significant post-delivery obligations. The
Company provides a 90-day warranty on sales of Company software products.
Estimated warranty costs are accrued at the time of product shipment.

       Revenues derived from maintenance contracts are deferred and recognized
ratably over the contract period.

       INVENTORY Inventory consists primarily of computer hardware components
for voice messaging systems and is stated at the lower of cost or market, with
cost being determined by the first-in, first-out (FIFO) method.

       PROPERTY AND EQUIPMENT The Company's property and equipment is stated at
cost. Depreciation is calculated using straight-line and accelerated methods
over the shorter of the estimated lives of the assets or the lease term.
Estimated useful lives generally range from three to seven years. Significant
additions or improvements extending asset lives are capitalized, while repairs
and maintenance are charged to expense as incurred. Property and equipment
includes assets under a capital lease of $300,400 at December 31, 1997.

       INTANGIBLE ASSETS Intangible assets relate to the purchase of the
FastCall product line (Note 11) and are being amortized over a five-year life.
Accumulated amortization at December 31, 1997 was $5,200.

       RESEARCH AND PRODUCT DEVELOPMENT Expenditures for research and software
development costs are expensed as incurred. Such costs are required to be
expensed until the point that technological feasibility and proven marketability
of the product are established. Costs otherwise capitalizable after
technological feasibility is achieved also have been expensed because they have
not been significant.

                                                   SPANLINK Communications, Inc.

<PAGE>


       INCOME TAXES Income taxes are accounted for on the liability method under
the provisions of Statement of Financial Accounting Standards (SFAS) No. 109,
"Accounting for Income Taxes."

       NET LOSS PER SHARE The Company has adopted SFAS No. 128, "Earnings Per
Share" for the quarter ended December 31, 1997 and all net earnings per share
data presented has been restated and complies with this Statement. Under the
Statement, the presentation of primary earnings per share is replaced with a
dual presentation of basic and diluted earnings per share. Basic earnings per
share includes no dilution and is computed by dividing net earnings available to
common stockholders by the weighted average number of common shares outstanding
for the period. Diluted earnings per share reflects the potential dilution of
securities that could share in the earnings of the Company. There is no
difference between basic and diluted loss per share as presented by the Company
as the impact from stock options and warrants is anti-dilutive and therefore
excluded.

       RECENTLY ISSUED ACCOUNTING STANDARD The American Institute of Certified
Public Accountants has approved a new Statement of Position (SOP), SOP 97-2
which supersedes Statement of Position 91-1, "Software Revenue Recognition."
This statement is effective for the Company beginning in fiscal 1998. Management
has assessed this new statement and believes that its adoption will not have a
material effect on the Company's software revenue recognition policies.



       NOTE 3  CONTRACTS IN PROGRESS
       -------------------------------------------------------------------------
       Costs, estimated earnings and billings on uncompleted contracts are
summarized as follows:

                                                              DECEMBER 31,
                                                           1997          1996
--------------------------------------------------------------------------------
Costs incurred on uncompleted contracts                $ 2,239,395    $ 434,377
Estimated earnings                                       1,839,011      491,288
--------------------------------------------------------------------------------
                                                         4,078,406      925,665
Billings to-date                                        (3,961,262)    (912,294)
================================================================================
                                                       $   117,144    $  13,371
================================================================================

       This activity is included in the accompanying balance sheet under the
following captions:

                                                DECEMBER 31,
                                               1997      1996
---------------------------------------------------------------
Costs and estimated earnings in
  excess of billings                        $ 554,572  $ 18,657
Billings in excess of costs and
  estimated earnings                        (437,428)  (5,286)
===============================================================
                                            $ 117,144  $ 13,371
===============================================================


       These amounts are included in current assets and other current
liabilities as all contracts in progress are expected to be completed within one
year.


       NOTE 4  PROPERTY AND EQUIPMENT
       -------------------------------------------------------------------------
       Property and equipment consists of:

                                               DECEMBER 31,
                                            1997          1996
-----------------------------------------------------------------
Equipment                                $1,337,482    $1,148,031
Office furniture and fixtures               394,266        92,405
Leasehold improvements                      152,611        41,202
-----------------------------------------------------------------
                                          1,884,359     1,281,638
Less: Accumulated depreciation
  and amortization                         (620,199)     (444,150)
-----------------------------------------------------------------
   Total property and equipment          $1,264,160    $  837,488
=================================================================


       NOTE 5  LONG-TERM OBLIGATIONS
       -------------------------------------------------------------------------
       At December 31, 1997, long-term obligations are comprised as follows:

Remaining minimum obligation
  in connection with acquisition
  of product line (Note 11)                 $500,000
Obligations under capital lease (Note 7)     245,653
----------------------------------------------------
                                             745,653
Less current portion                        (300,570)
----------------------------------------------------
                                            $445,083
====================================================

       NOTE 6  INCOME TAXES
       -------------------------------------------------------------------------
       The Company has available net operating loss carryforwards for income tax
purposes of approximately $4,600,000 at December 31, 1997 which begin to expire
in the year 2011. A valuation allowance exists for the entire net tax benefit
associated with the tax loss carryforwards and temporary differences at December
31, 1997 and 1996, as their realization presently is not assured.

       Deferred tax assets consist of the following:

                                               DECEMBER 31,
                                           1997           1996
------------------------------------------------------------------
Loss carryforward                      $ 1,727,000    $  860,000
Allowance for doubtful accounts             81,549        20,797
Vacation accrual                            14,764        11,241
Rent accrual                                69,091       101,171
Deferred revenue                                 0        61,431
Other accruals                              33,350        51,711
------------------------------------------------------------------
                                         1,925,754     1,106,351
Valuation allowance                     (1,925,754)   (1,106,351)
------------------------------------------------------------------
                                        $        0    $        0
==================================================================

                                                   SPANLINK Communications, Inc.

<PAGE>


NOTES TO FINANCIAL STATEMENTS


       NOTE 7  LEASES
       -------------------------------------------------------------------------
       OPERATING LEASES The Company leases certain office space and equipment
under operating lease agreements. The office space lease requires the Company to
pay certain annual operating costs, including maintenance, insurance and real
estate taxes. Rental expense under these operating leases, excluding operating
expenses for the office space lease, for the years ended December 31, 1997 and
1996 was approximately $329,220 and $103,332, respectively. At December 31,
1997, future minimum lease payments under these operating leases are as follows:

YEAR ENDING DECEMBER 31,
-------------------------------------------------------

1998                                         $  410,646
1999                                            249,145
2000                                            249,145
2001                                            249,145
Thereafter                                      145,335
-------------------------------------------------------
Total minimum payments required              $1,303,416
=======================================================

       CAPITAL LEASES The Company acquired $300,400 of fixed assets during 1997
under a capital lease arrange ment. Borrowings bear interest at 11.5% and are
due in monthly installments of $7,179, including interest, through 2001. Future
minimum payments are as follows:

YEAR ENDING DECEMBER 31,
-------------------------------------------------------
1998                                           $ 76,929
1999                                             80,892
2000                                             80,892
2001                                             80,892
-------------------------------------------------------
Total minimum lease payments                    319,605
Less: Amount representing interest             (73,952)
-------------------------------------------------------
Present value of net minimum lease payments     245,653
Less: Current portion                          (50,570)
-------------------------------------------------------
                                               $195,083
=======================================================


       NOTE 8  SHAREHOLDERS' EQUITY
       -------------------------------------------------------------------------
       RECAPITALIZATION On February 9, 1996, the Com pany's Board of Directors
and shareholders increased the number of authorized shares from 1,000,000 shares
of common stock, no par value, to 25,000,000 shares of common stock, no par
value, and authorized 5,000,000 shares of undesignated preferred stock. The
Company also approved a 900-for-1 stock split of the issued and outstanding
common stock of the Company. All share and per share data included in the
financial statements and related notes have been adjusted to give retroactive
effect to such authorization and split.

       STOCK GRANT On February 28, 1996 the Company issued 67,500 and 3,000
shares of restricted common stock for no cash consideration to the Company's
president and outside directors, respectively. The issuance of these shares
resulted in a contribution to capital and compensation expense of $246,750.

       CONVERTIBLE BRIDGE NOTES AND WARRANTS On February 28, 1996, the Company
closed on a $400,000 bridge financing of convertible promissory notes (the
Bridge Notes) in a private placement, resulting in net proceeds to the Company
of $283,732 after underwriter's commission and offering expenses. The Bridge
Notes provided for interest at 10% per annum and converted to 125,000 shares of
common stock upon the closing of the Company's initial public offering.

       The Company also issued warrants to the holders of the Bridge Notes to
purchase a total of 80,000 shares of common stock. The warrants are exercisable
for a period of five years from the date of issuance at $3.60 per share. The
fair value of the warrants was determined to be $64,000 and was credited to
common stock, resulting in the recognition of a similar amount as original issue
discount which was expensed over the outstanding period of the Bridge Notes.

       INITIAL PUBLIC OFFERING The Company completed an initial public offering
(IPO) in May 1996 at a price of $4.00 per common share. Net proceeds to the
Company from the offering were $7,537,640, net of commissions and issuance costs
of $1,202,360. As part of the IPO, the Company granted the underwriters a
five-year stock warrant to purchase 182,748 shares of common stock at $4.80 per
share.

       STOCK OPTIONS On January 31, 1996, the Company's Board of Directors and
shareholders approved the Company's 1996 Omnibus Stock Plan (the Plan). Under
the fixed Plan, 1,000,000 common shares have been reserved for issuance of
restricted shares or for options to be granted to employees, consultants and
non-employee directors. Options granted generally are exercisable over a
five-year period from the date of grant at prices not less than the fair market
value at the date the options are granted and expire 10 years after the date of
grant. The Plan allows for the grant of incentive stock options, nonqualified
stock options, reload options, stock appreciation rights and restricted stock.
In 1996, the Company also granted 100,000 fixed options outside of the Plan.
These options generally follow the provisions of the Plan.

                                                   SPANLINK Communications, Inc.

<PAGE>


       The Company has adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation." Had compensation cost for the
Company's stock options been determined based on the fair value at the grant
date consistent with the provision of SFAS No. 123, the Company's net loss and
net loss per share would have increased to the pro forma amounts indicated
below:

YEAR ENDED DECEMBER 31,                     1997               1996
-----------------------------------------------------------------------
Net loss -- as reported                 $(2,145,530)       $(2,834,648)
Net loss -- pro forma                   $(2,502,033)       $(3,497,608)
Net loss per share -- basic and
  diluted as reported                   $      (.42)       $      (.66)
Net loss per share -- basic and
  diluted pro forma                     $      (.49)       $      (.81)


       The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model with the following weighted average
assumptions used for grants during 1997: dividend yield of 0%; expected
volatility of 55%; risk-free interest rate of 6.2%; and expected lives of 8.8
years.

       There are 1,100,000 shares of common stock reserved for issuance upon
exercise of stock options as of December 31, 1997. A summary of stock option
activity is as follows:

                                                                      WEIGHTED
                                                           WEIGHTED    AVERAGE
                         OPTIONS OUTSTANDING               AVERAGE    REMAINING
                                   SHARES        PRICE     EXERCISE  CONTRACTUAL
                         TOTAL   EXERCISABLE   PER SHARE     PRICE      LIFE
--------------------------------------------------------------------------------
Granted in 1996
  and outstanding
  at December
   31, 1996              811,863    365,071   $2.00-$3.50    $2.59     8.6 years
Granted                  218,050              $2.00-$2.56
Canceled                (199,413)             $2.00-$3.50
                        ---------
Outstanding
  at December
  31, 1997               830,500    439,490   $2.00-$3.50    $2.49     7.8 years
                        =========

       The weighted average fair value of options granted during 1997 was $1.49.


       NOTE 9  BENEFIT PLAN
       -------------------------------------------------------------------------
       The Company sponsors a profit sharing and 401(k) plan which provides that
eligible employees may contribute up to 15% of their annual earnings, not to
exceed the maximum allowed under the Internal Revenue Code. The plan covers
substantially all employees after specified periods of service and the
attainment of minimum age requirements. Company contributions are discretionary.
There were no Company contributions to the plan during 1997 and 1996.


       NOTE 10  MAJOR CUSTOMER AND ECONOMIC RELATIONSHIPS
       -------------------------------------------------------------------------
       The Company generates a significant portion of its revenues from Lucent
Technologies, Inc. (Lucent) under an agreement that provides for royalties to
the Company based upon sales of its products by Lucent. This agreement
terminates in December 1999, but may be extended for successive one-year terms
at the option of Lucent. The Company also has a co-marketing arrangement with
Lucent.

       Total revenues from Lucent were approximately $3,693,000 and $2,550,000
for the years ended December 31, 1997 and 1996, respectively, which represented
56% and 47% of total revenues for 1997 and 1996, respectively. Accounts
receivable from Lucent represented approximately 53% and 50% of total accounts
receivable at December 31, 1997 and 1996, respectively.


       NOTE 11  PURCHASE OF PRODUCT LINE
       -------------------------------------------------------------------------
       In December 1997, the Company acquired certain intellectual property
rights related to the FastCall product line from Aurora Systems, Inc. Under the
agreement, the purchase price was established as a minimum of $600,000 subject
to a maximum obligation of $1,100,000 dependent upon future sales of the
FastCall product by the Company over a five-year period. The Company recorded
the acquired rights as intangible assets based on the contractual minimum
obligation of $600,000 plus acquisition related costs of $16,819. The purchase
price was funded by an initial payment of $100,000, with the balance due over
the five-year term of the agreement. The long and short term components of the
remaining obligation are determined based on estimated sales of the product by
the Company.

                                                   SPANLINK Communications, Inc.

<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS


TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF SPANLINK COMMUNICATIONS, INC.

In our opinion, the accompanying balance sheet and the related statements of
operations, of shareholders' equity and of cash flows present fairly, in all
material respects, the financial position of Spanlink Communications, Inc. at
December 31, 1997 and 1996, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.


/s/ PRICE WATERHOUSE LLP


PRICE WATERHOUSE LLP
MINNEAPOLIS, MINNESOTA
FEBRUARY 13, 1998

                                                   SPANLINK Communications, Inc.