AMENDMENT NO. 2 TO
             SOFTWARE ACCEPTANCE DISTRIBUTION AGREEMENT NO. LFM003D
                                     BETWEEN
                            LUCENT TECHNOLOGIES INC.
                                       AND
                          SPANLINK COMMUNICATIONS, INC.


Lucent Technologies Inc. ("Lucent") and Spanlink Communications, Inc.
("Spanlink") agree that this Addendum supplements, and to the extent it differs,
amends the above referenced Software Acceptance and Distribution Agreement
("Agreement").

ARTICLE 1 - RECITALS

WHEREAS, Spanlink has purchased all rights and title to the FastCall(R) product
("FastCall") from Aurora Systems; and

WHEREAS, Spanlink has the right to license FastCall to Lucent for distribution
and sub-licensing by Lucent; and

WHEREAS, Lucent desires to distribute and sub-license FastCall under the terms
and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals and the terms and
conditions set forth in this Addendum, the parties agree as follows:

ARTICLE 2 - TERM

This Addendum shall be effective on the later of the dates upon which duly
authorized representatives of the parties sign this Addendum. The term of this
Addendum shall coincide with the remaining term of the Agreement and any
renewals thereof as set forth in ARTICLE 16 of the Agreement unless the parties
mutually agree otherwise.

ARTICLE 3 - ADDITION OF FASTCALL TO AGREEMENT

The parties hereby agree that the term PRODUCT in the Agreement shall, as of the
effective date of this Addendum, include FastCall and all applicable
documentation, support materials, and training materials. Unless expressly
stated in this Addendum, all terms and conditions applicable to PRODUCTS in the
Agreement shall apply to FastCall as if originally set forth therein.

ARTICLE 4 - EXHIBITS

Exhibits A, B, C, and D of the Agreement are hereby supplemented with Exhibits
A1, B1, C1, and D1, respectively, to incorporate FastCall related terms and
conditions. Exhibits A, B, C, and D shall continue to apply to all PRODUCTs
except FastCall.

ARTICLE 5 - REPRESENTATION AND WARRANTIES

Spanlink hereby represents and warrants to Lucent that it has full, unrestricted
title and interest in the FastCall software and that it has the unrestricted
right to grant Lucent a non-exclusive worldwide right and license to use,
demonstrate, market, sub-license, and distribute copies of FastCall in object
code form. Except as set forth below, all other warranties and the
indemnifications set forth in the Agreement applicable to PRODUCTs shall also
apply to FastCall.

The PRODUCT warranties set forth in ARTICLE 13 of the Agreement shall apply to
FastCall for a period of one (1) year after FastCall is installed at Lucent's
customer site instead of the ninety (90) days set forth therein.

ARTICLE 6 - ESCROW

Within thirty (30) days of the effective date of this Addendum, Spanlink shall
deposit the Source Code for FastCall into escrow pursuant to ARTICLE 6(A) and
Exhibit E of the Agreement.

ARTICLE 7 - PAYMENTS

All payments due to SPANLINK under this Agreement shall be made on a monthly
basis within thirty (30) days from the date of the end of the month in which the
PRODUCT was shipped by LUCENT or a LUCENT AFFILIATE.

All other terms and conditions of the Agreement remained unchanged.

IN WITNESS WHEREOF, the parties have executed this Addendum to the Software
Acceptance and Distribution Agreement No. LFM003D.


Spanlink Communications, Inc.        Lucent Technologies Inc.


By:     /s/ Brett Shockley           By:    /s/ Kimberley A. Leitner

Name:    Brett Shockley              Name:   Kimberley A. Leitner, C.P.M.     
(print)                                  (print)

Title:   CEO                         Title:  OEM Sourcing Manager

Date:    8/6/98                      Date:   August 6, 1998



<PAGE>


                                   EXHIBIT A1
                   FASTCALL PRODUCTS TO BE DELIVERED TO LUCENT

Exhibit A of the Agreement is hereby supplemented specifically in connection
with FastCall as follows:

1.       DEFINITIONS

(a) EXISTING PRODUCT. The Term "EXISTING PRODUCT" means the most current version
of FastCall, or any portion thereof, as of the effective date of this Addendum.
The current version of FastCall for Passageway Telephone Services is FastCall
2.03. The current version of FastCall for Definity Direct Connection is FastCall
2.1.

(b) NEW VERSION. The term "NEW VERSION" means any modification of a MODIFIED
PRODUCT for which SPANLINK, in its sole discretion, changes the number to the
left of the first decimal point in SPANLINK's version number of the PRODUCT
(e.g., a change from versions 3.10.01 to 4.0).

(c) UPDATE. The term "UPDATE" means any modification of a PRODUCT for which
SPANLINK, in its sole discretion, changes a number to the right of the first
decimal point in the SPANLINK version number of the PRODUCT (e.g., a change from
version 3.10 to 3.30).

2.       OPERATING ENVIRONMENT

The CURRENT PRODUCT shall run on the most current version of Microsoft Windows
NT, Windows NT 4.0, Windows 95 and Windows 3.1.

3.       DELIVERABLE ITEMS

For each PRODUCT, SPANLINK shall deliver:

(1)      Object code (including relinkable object code) that operates on a
         486/Pentium personal computer running the operating systems in section
         2.

(2)      User documentation, in electronic form, Adobe Framemaker format
         adhering to the Lucent Style Guide. 

(3)      Source Code subject to Exhibit E - ESCROW AGREEMENT

SPANLINK further agrees to deliver on an as needed basis:

(1)      Training as described in EXHIBIT C1:  TRAINING DELIVERABLES - FASTCALL

(2)      Technical support services as described in EXHIBIT D1: TECHNICAL
         SUPPORT - FASTCALL

4.       ACCEPTANCE

The EXISTING PRODUCT has been accepted by LUCENT.

NEW VERSIONS and UPDATES will be deemed acceptable if the software meets the
following criteria:

(a)      Performs according to the most current user documentation.

(b)      Operates on the Windows NT and Windows 95 operating systems and passes
         LUCENT's certification test program.

(c)      Terms and conditions of acceptance are governed by ARTICLE 10 -
         ACCEPTANCE

5.       SOFTWARE MEDIA FORMAT

Golden Master Diskette(s) on 3.5 inch removable medium.



<PAGE>


                                   EXHIBIT C1
                        TRAINING DELIVERABLES - FASTCALL

Exhibit C of the Agreement is hereby supplemented specifically in connection
with FastCall s follows:

SPANLINK shall make available to LUCENT, at no charge, three forms of training
courses from which LUCENT may select 3 sessions per year (with each session
accommodating up to twenty-five (25) students) in any mix from the following:

(1)      Account Executive Sales Training: Demonstration training for LUCENT
         Account Executives. This training is expected to include, but shall not
         be limited to, identification of target markets, qualification of
         potential customers, and specific sales advice.

(2)      Service Support Training: Supplier to provide to LUCENT support
         organizations (including SDSC, NSAC, TSC, ITAG and others as the
         develop) product training on the FastCall family of products. This
         training to include: overall product familiarization (how it works, how
         do I ...), installation and testing, support, debugging and escalation
         procedures. The above training is to be provided initially and ongoing
         as product and personnel needs require. There is to be no charge for
         any of this training. Training beyond the scope mentioned above is to
         be negotiated between the parties. This training is intended to prepare
         the LUCENT Technical staff to support questions from LUCENT's end user
         hotline. It should contain all of the information made available under
         end user training and include specific materials, such as the answers
         to the most frequent questions asked by end users, directed to end user
         support.

(3)      Technical Training: For technical instruction in the use and
         operational technical support of the product.

It is understood that LUCENT may request and Spanlink shall provide "train the
trainer" courses as part of the above-mentioned courses at no charge to LUCENT.
The intent of these courses is to teach LUCENT personnel to train other LUCENT
representatives. The selected courses will be conducted at locations and dates
to be designated by LUCENT. LUCENT shall be responsible for providing the
facilities and computer equipment necessary for conducting these courses.



<PAGE>


                                   EXHIBIT D1
                          TECHNICAL SUPPORT - FASTCALL

Exhibit D of the Agreement is hereby supplemented specifically in connection
with FastCall as follows:

SPANLINK agrees to provide to LUCENT warranty and post-warranty technical
support as follows:

1.       Two (2) Designated SPANLINK employees, mutually agreeable to both
         SPANLINK and LUCENT, to act as the points of contact via a telephone
         line between SPANLINK and LUCENT support personnel for problem related
         identification and resolution.

         These designated employees will:

         o        Act as subject matter experts and/or have direct personal
                  access to subject matter experts on FastCall and its
                  execution.

         o        Track and log the nature, severity and originator of all
                  troubles or requests for information from LUCENT support
                  personnel and to assure the timely response to LUCENT
                  requests. LUCENT will have access to the log at any time.

         o        Provide to LUCENT Product Management monthly status reports of
                  technical support, product enhancements and future product
                  plans.

         o        Be immediately available to respond to LUCENT support calls
                  between 7:00 a.m. and 6:30 p.m. Central Standard Time.

         o        Upon LUCENT's request, have a designated employee accompany
                  LUCENT personnel on visits to other LUCENT locations or LUCENT
                  customer locations to assist and consult on troubles subject
                  to reasonable advance notice, payment or reasonable travel and
                  materials expenses. Any training related activities will be
                  according to the criteria set forth in Exhibit C1.

2.       If a PRODUCT error of severity level 1 or 2 is discovered by LUCENT
         during the warranty period and notification of such is given to
         SPANLINK, SPANLINK agrees to use its best effort, at its own expense,
         to promptly eliminate such error and provide the fix and/or workaround
         to LUCENT support personnel.

         o        A severity level 1 error is classified by LUCENT as one which
                  significantly impacts use. SPANLINK shall use its best efforts
                  to eliminate a severity level 1 error within three (3) days
                  after notification thereof. SPANLINK agrees to initiate a
                  verbal report to LUCENT every twenty-four (24) hours that a
                  severity level 1 error is outstanding.

         o        A severity level 2 error is any error causing the PRODUCT to
                  give incorrect results per SPANLINK's user documentation.
                  SPANLINK shall use its best efforts to eliminate the severity
                  level 2 error within thirty (30) days after written
                  notification thereof.

         A severity level 1 or 2 error is not considered resolved until both
         SPANLINK and LUCENT agree that it is resolved.

3.       SPANLINK agrees to also provide at no charge to LUCENT during the term
         of this Addendum, the following support services for the PRODUCT:
         prompt verbal and written communications detailing operational
         instructions; problem reporting and technical advice including
         diagnosis via remote diagnostic techniques of problems experienced by
         LUCENT in the use of PRODUCT; and the furnishing of required fixes
         and/or workarounds. SPANLINK shall also furnish installation support
         consultation at the rate of one hundred dollars ($100) per hour. At
         LUCENT's request, SPANLINK agrees to make available to LUCENT such
         other support services as may be made available by SPANLINK to its
         licensees of the PRODUCT upon similar terms and conditions (including
         but not limited to applicable charges, if any) or as otherwise agreed
         upon between SPANLINK and LUCENT.

4.       SPANLINK agrees to make available to LUCENT, at no charge, as published
         during the term of this Addendum, software and documentation that
         correct reproducible errors or problems discovered by SPANLINK in the
         CURRENT PRODUCT, NEW VERSION, and UPDATES in the form supplied to
         LUCENT by SPANLINK under this Addendum.

5.       SPANLINK shall provide LUCENT with training on a technical level
         sufficient to permit LUCENT to integrate NEW VERSIONS or UPDATES to the
         PRODUCT.

6.       If requested by LUCENT, SPANLINK agrees to use its best efforts with
         LUCENT to provide integrated support to LUCENT customers of PRODUCT.
         Integrated support is defined as understanding and diagnosing a
         customer problem related to a system of hardware, communications
         facilities, system software and application software to the point where
         the trouble is positively isolated to a particular element of the
         system, rather than only to the point where some elements of the system
         are identified as not causing the problem.

7.       SPANLINK agrees to serve as Tier IV support for CURRENT PRODUCT - in
         both keystroke macro and Dynamic Data Exchange (DDE) implementations.
         Compensation for providing Tier IV support is included in the PRODUCT
         royalty rate, as shown in Exhibit B1.

         Tier IV support is defined as providing bug fixes to the PRODUCT, and
         to accept escalated trouble tickets from the LUCENT TSO to the SPANLINK
         TSO. In the case of DDE integration, SPANLINK will ensure the specified
         and documented DDE functionality within PRODUCT. If customer problems
         arise due to a PRODUCT bug, SPANLINK will assume responsibility for
         resolution. If customer problems are not due to a bug in the FastCall
         software (e.g., in the LUCENT DDE integration), LUCENT will be
         responsible for resolution. However, SPANLINK will offer LUCENT an
         "Enhanced DDE Service" (see point 8 below).

8.       SPANLINK agrees to offer LUCENT "Enhanced DDE Services" for PRODUCT on
         a time and materials (T&M) basis. Enhanced DDE Services are defined as
         a Spanlink Professional Services offering that provides either remote
         or on-site integration of the PRODUCT with a customer's existing
         application using Microsoft's DDE commands and scripts. This service
         will be marketed directly by Spanlink Communications, and will be
         available through Lucent Technologies to Lucent customers. The Enhanced
         DDE Services offer will be offered at the T&M rate of $250 per hour.

         Enhanced DDE Services will not be covered under the Tier IV product
         support terms outlined in point 7 above. This service requires that
         SPANLINK receive a copy of the customer's application software (with
         which PRODUCT is integrated via DDE), as well as a copy of the LUCENT
         DDE integration software. SPANLINK assume responsibilities for problem
         resolution, and communication of such resolution to the LUCENT TSO and
         the customer.

9.       SPANLINK agrees to provide post-warranty support to LUCENT for the
         current and two (2) last releases of the PRODUCT.