SC 13D

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.   )*

NORSTAN, INC.

(Name of Issuer)

Common Stock, $0.10 par value per share
(Title of Class of Securities)

656535101
(CUSIP Number)

Christopher H. Gebhardt, Esq.
General Counsel
Black Box Corporation
1000 Park Drive
Lawrence, Pennsylvania 15055
(724) 746-5500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 20, 2004
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 656535101					Page 2 of 12
	1.	Name of Reporting Person: Black Box Corporation			I.R.S. Identification Nos. of above persons (entities only): (IRS No. 95-3086563)
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): BK, WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0
			8.	Shared Voting Power: 763,852*
			9.	Sole Dispositive Power: 0
			10.	Shared Dispositive Power: 636,019**
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 763,852*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o N/A
	13.	Percent of Class Represented by Amount in Row (11): 5.5%***
	14.	Type of Reporting Person (See Instructions): CO

*	Represents the aggregate number of shares of the common stock, $0.10 par value per share (“Company Common Stock”), of Norstan, Inc., a Minnesota corporation (the “Company”), held by the directors and executive officers of the Company (the “Shareholders”) who have entered into a Tender and Voting Agreement, dated as of December 20, 2004, with Black Box Corporation, a Delaware corporation (“Parent”), and SF Acquisition Co., a Minnesota corporation and a wholly owned subsidiary of Parent (“Purchaser”), as described herein (the “Shares”). Parent and Purchaser expressly disclaim beneficial ownership of any of the Shares.
**	Excludes Shares subject to restricted stock agreements as the Shareholders do not currently have dispositive power over such Shares.
***	Based on 13,821,879 shares of Company Common Stock outstanding as set forth in the Company’s Schedule 14D-9 filed with the Securities and Exchange Commission on December 23, 2004.

CUSIP No. 656535101					Page 3 of 12
	1.	Name of Reporting Person: SF Acquisition Co.			I.R.S. Identification Nos. of above persons (entities only): (IRS No. 20-2030090)
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: Minnesota
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0
			8.	Shared Voting Power: 763,852*
			9.	Sole Dispositive Power: 0
			10.	Shared Dispositive Power: 636,019**
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 763,852*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o N/A
	13.	Percent of Class Represented by Amount in Row (11): 5.5%***
	14.	Type of Reporting Person (See Instructions): CO

*	Represents the aggregate number of shares of the common stock, $0.10 par value per share (“Company Common Stock”), of Norstan, Inc., a Minnesota corporation (the “Company”), held by the directors and executive officers of the Company (the “Shareholders”) who have entered into a Tender and Voting Agreement, dated as of December 20, 2004, with Black Box Corporation, a Delaware corporation (“Parent”), and SF Acquisition Co., a Minnesota corporation and a wholly owned subsidiary of Parent (“Purchaser”), as described herein (the “Shares”). Parent and Purchaser expressly disclaim beneficial ownership of any of the Shares.
**	Excludes Shares subject to restricted stock agreements as the Shareholders do not currently have dispositive power over such Shares.
***	Based on 13,821,879 shares of Company Common Stock outstanding as set forth in the Company’s Schedule 14D-9 filed with the Securities and Exchange Commission on December 23, 2004.

TABLE OF CONTENTS

	Item 1. Security and Issuer
	Item 2. Identity and Background.
	Item 3. Source and Amount of Funds or Other Consideration.
	Item 4. Purpose of the Transaction
	Item 5. Interest in Securities of the Issuer.
	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
	Item 7. Material to be Filed as Exhibits.
EXHIBIT INDEX
Exhibit 1
Exhibit 2
Exhibit 3
Exhibit 4
Exhibit 5
Exhibit 6

CUSIP No. 656535101 Page 4 of 12

Item 1. Security and Issuer

     This statement on Schedule 13D (this “Schedule”) relates to the shares of common stock, $0.10 par value per share (the “Company Common Stock”), of Norstan, Inc., a Minnesota corporation (the “Company”). The address and principal office of the Company is 5101 Shady Oak Road, Minnetonka, Minnesota, 55343.

Item 2. Identity and Background.

     (a) This Schedule is being filed by Black Box Corporation, a Delaware corporation (“Parent”), and SF Acquisition Co., a Minnesota corporation and a wholly owned subsidiary of Parent (“Purchaser”), each on its own behalf.

     (b) The principal executive offices of each of Parent and Purchaser are located at 1000 Park Drive, Lawrence, PA 15055.

     (c), (f) Parent offers one-source network infrastructure services for data networks (including structured cabling for wired and wireless systems), voice systems (including new and upgraded telephone systems) and 24/7/365 hotline technical support for more than 95,000 network infrastructure products that it sells through its catalog, Internet Web site and on-site services offices. Purchaser is a corporation newly formed by Parent to effect the Offer (as defined below) and other transactions contemplated by the Merger Agreement (as defined below) and has not conducted any other activities. Until immediately prior to the time that Purchaser purchases Company Common Stock pursuant to the Offer, it is not anticipated that Purchaser will have any significant assets or liabilities or engage in activities other than those incident to its formation and capitalization and the transactions contemplated by the Merger Agreement, including the Offer. All outstanding shares of capital stock of Purchaser are owned by Parent.

     The name, business address, present principal occupation or employment and citizenship of each director and executive officer of Parent and Purchaser are set forth in Annex A hereto and are incorporated herein by reference.

     (d), (e) During the past five years, neither Parent nor Purchaser nor, to the best of their knowledge, any of the persons listed in Annex A attached hereto, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

     Neither Parent nor Purchaser has paid any consideration in connection with the execution of the Merger Agreement or the Tender Agreement (as defined below). Neither Parent nor Purchaser expects to acquire any shares of Company Common Stock pursuant to the Tender Agreement. Parent and Purchaser expect to acquire all outstanding shares of Company Common Stock pursuant to the Offer and the Merger. A description of the source and amount of funds required to purchase shares of Company Common Stock in the Offer pursuant to the Merger Agreement is contained in Section 15 of the Offer to Purchase, dated as of December 23, 2004, filed as Exhibit (a)(1)(A) to the Schedule TO filed with the SEC by Purchaser and Parent on December 23, 2004 (the “Offer to Purchase”), which description is incorporated herein by reference. The Offer to Purchase also is filed as Exhibit 1 hereto. A copy of the Commitment Letter between Citizens Bank of Pennsylvania, as Arranger, and Black Box Corporation of Pennsylvania, dated as of November 19, 2004, is filed as Exhibit 5 hereto and is incorporated herein by reference.

CUSIP No. 656535101 Page 5 of 12

Item 4. Purpose of the Transaction

     (a)-(b) The Company, Parent and Purchaser are parties to an Agreement and Plan of Merger dated as of December 20, 2004 (the “Merger Agreement”). The Merger Agreement provides that Purchaser will offer to purchaser all of the issued and outstanding shares of Company Common Stock, including the associated common stock purchase rights (the “Offer”), at a purchase price of $5.60 per share, net to the seller, without interest (the “Per-Share Amount”). Pursuant to the Merger Agreement, as soon as practicable after the completion of the Offer and the satisfaction or waiver of all conditions to the Merger (as defined below), Purchaser will be merged with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”). The Merger will become effective on the date and time that the articles of merger are filed with the Minnesota Secretary of State (unless some later time is specified therein) (the “Effective Time”). At the Effective Time, (i) each share of Company Common Stock then outstanding (other than shares of Company Common Stock owned by Parent, Purchaser or the Company or any of their respective wholly-owned subsidiaries, or by shareholders, if any, who are entitled to and properly exercise dissenters’ rights under Minnesota law) will be converted into the right to receive the Per-Share Amount and (ii) each issued and outstanding share of Company Common Stock owned by Parent, Purchaser or the Company or any of their respective wholly-owned subsidiaries immediately prior to the Merger shall automatically be cancelled and cease to exist, and no consideration shall be delivered or deliverable therefore. Shareholders who exercise dissenters’ rights under Minnesota law will receive a judicially-determined fair value for their shares of Company Common Stock, which value could be more or less than, or the same as, the Per-Share Amount.

     The Offer, the Merger, and the other transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver of certain conditions, including the receipt of regulatory approvals, as set forth in the Merger Agreement. Furthermore, the consummation of the Offer, the Merger and the other transactions contemplated by the Merger Agreement are subject to the termination provisions of the Merger Agreement. A more complete description of the Merger Agreement is contained in Section 13 of the Offer to Purchase, which description is incorporated herein by reference. A copy of the Merger Agreement is filed as Exhibit 2 to this Schedule and is incorporated herein by reference.

     Concurrently with the execution and delivery of the Merger Agreement, and as a condition and inducement to the willingness of Parent and Purchaser to enter into the Merger Agreement, the directors and executive officers of the Company (the “Shareholders”) entered into a Tender and Voting Agreement with Parent and Purchaser dated as of December 20, 2004 (the “Tender Agreement”). Pursuant to the Tender Agreement and as more fully described herein, each Shareholder, among other things, (i) agreed to tender into the Offer, and to not withdraw, all shares of Company Common Stock over which such Shareholder has both voting and investment power, as well as any shares of Company Common Stock over which such Shareholder subsequently acquires ownership (the “Owned Shares”), (ii) agreed to certain transfer restrictions with respect to such Shareholder’s Owned Shares as well as any options or warrants or other rights to acquire Company Common Stock held by such Shareholder, (iii) agreed to not, in such Shareholder’s capacity as a shareholder, and agreed to use reasonable efforts to ensure that such Shareholder’s representatives will not, take any action with respect to an Alternative Transaction Proposal (as defined below) other than as permitted by the Merger Agreement, (iv) granted to Parent and Purchaser an irrevocable option to purchase all of such Shareholder’s Owned Shares at a price of $5.60 per share exercisable if Purchaser has acquired shares of Company Common Stock pursuant to the Offer, (v) agreed to vote (or provide a consent for) any of such Shareholder’s Owned Shares (A) for the purpose of approving the Merger Agreement and the transactions contemplated thereby, including the Merger, and (B) against any Alternative Transaction Proposal with a person other than Parent and Purchaser or any action that would be designed to delay, prevent or frustrate the Offer, the Merger and the transactions contemplated by the Merger Agreement, and (vi) granted Parent an irrevocable proxy to vote all of such Shareholder’s Owned Shares as contemplated by clause (v) of this paragraph. A copy of the Tender Agreement is filed as Exhibit 3 to this Schedule and is incorporated herein by reference.

     “Alternative Transaction Proposal” means any offer, inquiry, proposal or indication of interest (whether binding or non-binding) to any Person or its shareholders relating to any of the following transactions: (i) any transaction or series of related transactions with one or more third persons involving (A) any purchase from such party or acquisition (whether by way of a merger, share exchange, consolidation, business combination, consolidation or similar transaction) by any person or “group” of persons (as defined under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), and the rules and regulations thereunder) of more than a 25% interest in the total outstanding voting securities of such party or any tender offer or exchange offer that, if

CUSIP No. 656535101 Page 6 of 12

consummated, would result in any person or group of persons beneficially owning 25% or more of the total outstanding voting securities of such party or any merger, consolidation, business combination or similar transaction involving such party, or (B) any sale, lease, exchange, transfer, license, acquisition or disposition of more than 25% of the aggregate fair market value of the consolidated assets of such party and its subsidiaries, taken as a whole, immediately prior to such sale, lease, exchange, transfer, license, acquisition or disposition; or (ii) any liquidation or dissolution of such party.

     In addition, concurrently with the execution and delivery of the Merger Agreement, and as a condition and inducement to the willingness of Parent and Purchaser to enter into the Merger Agreement, Parent, Purchaser and the Company entered into a Stock Option Agreement dated as of December 20, 2004 (the “Stock Option Agreement”), pursuant to which the Company granted Purchaser an irrevocable option (the “Stock Option”) to purchase, for the Per-Share Price, shares of Company Common Stock, in such amount as shall be determined by Purchaser in its sole and absolute discretion, up to such number of shares which, upon exercise, would result in Purchaser owning in excess of 90% of the then-outstanding shares of Company Common Stock on an as-converted, fully diluted basis (collectively, the “Optioned Shares”); provided, that Purchaser’s exercise of the Stock Option is conditioned upon Purchaser and Parent owning, in the aggregate, immediately following such exercise, at least 90% of the outstanding shares of Company Common Stock. The Company’s obligation to deliver the Optioned Shares is conditioned, among other things, on Purchaser having accepted for payment in the Offer at least 80% of the shares of Company Common Stock then outstanding. A copy of the Stock Option Agreement is filed as Exhibit 4 to this Schedule and is incorporated herein by reference.

     (c) Not applicable.

     (d) Parent will have certain rights to designate directors of the Company following Purchaser’s acceptance and payment of shares of Company Common Stock pursuant to the Offer. Under the Merger Agreement, Parent will be entitled to designate that number of directors of the Company, rounded up to the next whole number, as is equal to the product of (A) the total number of directors on Company’s Board of Directors after giving effect to any directors elected by Parent under these provisions, and (B) a fraction (x) whose numerator is the aggregate number of shares of Company Common Stock then beneficially owned by Parent or Purchaser (including shares accepted for payment pursuant to the Offer), and (y) whose denominator is the total number of shares of Company Common Stock then outstanding. Parent has similar rights with respect to committees of the Company’s Board of Directors. Notwithstanding the foregoing, Black Box and the Company shall use reasonable best efforts to cause the Company’s Board of Directors, until the Effective Time, to have at least two directors who were directors (and not officers or employees of the Company or any subsidiary thereof) on December 20, 2004, and who each satisfy the requirements to be “disinterested” under provisions of the Minnesota Business Corporation Act. Following the Effective Time, Parent will replace the existing directors and may replace the existing management of the Company with persons selected by Parent.

     (e)-(j) The purpose of the Offer and the Merger is for Parent to acquire control of the Company through the acquisition of all outstanding shares of Company Common Stock. Upon consummation of the transactions contemplated by the Merger Agreement, the Tender Agreement and the Stock Option Agreement, the Company will become a wholly-owned subsidiary of Parent, the Company Common Stock will cease to be freely traded or listed on Nasdaq or any national securities market, all shares of Company Common Stock will cease to be registered under the Act, and Parent will make such other changes in the charter, bylaws, capitalization, management and business of the Company as set forth in the Merger Agreement and as otherwise deemed necessary or appropriate by Parent. Currently, the Company’s policy is to pay no dividends. Parent may change that policy following the Merger once the Company is a wholly owned subsidiary of Parent. It is expected that initially, following the Merger, the business and operations of the Company will, except as set forth under the caption “Plans for Norstan” in Section 11 of the Offer to Purchase, which description is incorporated herein by reference, be continued by the Company substantially in the same form as they are currently being conducted.

     Except as set forth herein or incorporated herein by reference relating to the Offer, the Merger and the transactions contemplated by the Merger Agreement, the Tender Agreement and the Stock Option Agreement, Parent does not have any current plans or proposals that relate to or would result in (i) the acquisition by any person of additional shares of Company Common Stock or the disposition of shares of Company Common Stock, (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company or any of

CUSIP No. 656535101 Page 7 of 12

its subsidiaries, (iii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries, (iv) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board, (v) any material change in the capitalization of the Company, (vi) any other material change in the Company’s corporate structure or business, (vii) any change to the Company’s charter, bylaws, or instruments corresponding thereto, or other actions that may impede the acquisition of control of the Company, (viii) causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (ix) a class of Company equity securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (x) any action similar to any of those enumerated above.

     The preceding summary of certain provisions of the Merger Agreement, the Tender Agreement and the Stock Option Agreement, copies of which are filed as exhibits hereto, is not intended to be complete and is qualified in its entirety by reference to the full text of such agreements.

Item 5. Interest in Securities of the Issuer.

     (a)-(b) As a result of the Merger Agreement and the Tender Agreement, Parent and Purchaser, as a group, may be deemed to be the beneficial owner of and to have shared voting power with respect to 763,852 shares of Company Common Stock, representing approximately 5.5% of the outstanding shares of Company Common Stock, and shared dispositive power with respect to 636,019 shares of Company Common Stock, representing approximately 4.6% of the outstanding shares of Company Common Stock. The percentages are based on the number of outstanding shares of Company Common Stock set forth in the Company’s Schedule 14D-9 filed with the Securities and Exchange Commission on December 23, 2004. The foregoing numbers exclude any shares of Company Common Stock that may be acquired by persons subject to the Tender Agreement after the date thereof; as a result of the Tender Agreement, Parent and Purchaser may be deemed to have shared voting and dispositive power over any such shares when acquired by such persons. As a result of the Stock Option Agreement, Parent and Purchaser, as a group, may be deemed to be the beneficial owner of and to have sole voting power and dispositive power with respect to such number of shares of Company Common Stock as may be issued to Purchaser upon exercise of the Stock Option (as described in Item 4 hereof).

     Parent and Purchaser expressly disclaim beneficial ownership of any and all shares of Company Common Stock which are subject to the Tender Agreement or Stock Option Agreement, and nothing herein shall be deemed an admission by Parent or Purchaser as to the beneficial ownership of such shares.

     (c)-(d) Except as described herein, neither Parent and Purchaser nor, to the best of their knowledge, any of the persons listed in Annex A attached hereto, has acquired or disposed of any shares of Company Common Stock during the past 60 days. Furthermore, neither Parent nor Purchaser know of any other person with the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule.

     (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

     The information set forth, or incorporated by reference, in Items 3, 4 and 5 of this Schedule is incorporated by reference to this Item 6. Except as otherwise described in this Schedule, neither Parent nor Purchaser nor, to the best of their knowledge, any of the persons listed in Annex A attached hereto has any contracts, arrangements, understandings or relationships (legal or otherwise) with any persons with respect to any securities of the Company, including but not limited to the transfer or voting of any securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

CUSIP No. 656535101 Page 8 of 12

Item 7. Material to be Filed as Exhibits.

Exhibit 1:	Offer to Purchase dated December 23, 2004 filed as Exhibit (a)(1)(A) to the Schedule TO filed by Purchaser and Parent on December 23, 2004.
Exhibit 2:	Agreement and Plan of Merger, dated as of December 20, 2004, by and among Black Box Corporation, SF Acquisition Co. and Norstan, Inc.
Exhibit 3:	Tender and Voting Agreement, dated as of December 20, 2004, by and among Black Box Corporation, SF Acquisition Co. and the directors and executive officers of Norstan, Inc.
Exhibit 4:	Stock Option Agreement, dated as of December 20, 2004, by and among Black Box Corporation, SF Acquisition Co. and Norstan, Inc.
Exhibit 5:	Commitment Letter between Citizens Bank of Pennsylvania, as Arranger, and Black Box Corporation of Pennsylvania, dated as of November 19, 2004.
Exhibit 6:	Joint Filing Agreement, dated as of December 30, 2004, by and between Black Box Corporation and SF Acquisition Co.

CUSIP: 656535101		Page 9 of 12
	Schedule 13D

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 30, 2004

BLACK BOX CORPORATION
By:	/s/ Michael McAndrew
	Michael McAndrew
	Chief Financial Officer

SF ACQUISITION CO.
By:	/s/ Michael McAndrew
	Michael McAndrew
	Chief Financial Officer

CUSIP No. 656535101 Page 10 of 12

Annex A

Directors and Executive Officers of Black Box Corporation and SF Acquisition Co.

The names of the directors and executive officers of Black Box Corporation (“Black Box”) and SF Acquisition Co. and their present principal occupations or employment and material employment history for the past five years are set forth in the tables below. Unless otherwise indicated, each director and executive officer has been so employed for a period in excess of five years. Unless otherwise indicated, each individual is a citizen of the United States and his or her business address is 1000 Park Drive, Lawrence, Pennsylvania 15505.

Directors of Black Box Corporation

Name, Principal Occupation and Five-Year Employment History

Fred C. Young. Mr. Young was elected a director of Black Box on December 18, 1995, President on May 9, 1997 and Chairman and Chief Executive Officer on June 24, 1998. Mr. Young served as Chairman until May 2004 when Mr. Greig was appointed as non-executive Chairman of the Board. He served as Chief Operating Officer from May 1996 until June 1998 and Chief Financial Officer and Treasurer from 1991 until May 1997 and was Secretary from 1991 until May 1999. He is also a director of Citizens Bank of Pennsylvania.

William F. Andrews. Mr. Andrews was elected a director of Black Box on May 18, 1992. He currently is Chairman of Corrections Corporation of America and Chairman of Katy Industries, Inc. He was Chairman of Scovill Fasteners, Inc. and Northwestern Steel and Wire from 1996 to 2001. Mr. Andrews has been a principal with Kohlberg & Co., a private investment company, since 1995. He is also a director of Corrections Corporation, Katy Industries and Trex Company, Inc., all publicly held companies.

Richard L. Crouch. Mr. Crouch was elected a director of Black Box on August 10, 2004. Mr. Crouch was a General Partner with the firm of PricewaterhouseCoopers LLP from 1979 to 2004, serving as an Audit Partner assigned to principally public companies. He has served in various capacities for the firm, including service as a regional accounting, auditing and SEC services consultant.

Thomas W. Golonski. Mr. Golonski was selected to be a director of Black Box on February 11, 2003 and was elected by the stockholders on August 12, 2003. Mr. Golonski is Chairman, President and Chief Executive Officer of National City Bank of Pennsylvania and Executive Vice President of National City Corporation since 1996. Mr. Golonski is also a director of several economic development organizations and active in other charitable and financial organizations.

Thomas G. Greig. Mr. Greig was elected a director of Black Box on August 10, 1999 and appointed as nonexecutive Chairman of the Board in May 2004. Mr. Greig has been a Managing Director of Liberty Capital Partners, a private equity partnership, since 1998. Mr. Greig is a director of publicly held Rudolph Technologies, Inc., a number of privately held companies and a public, not-for-profit foundation.

Edward A. Nicholson, Ph.D. Dr. Nicholson was elected a director of Black Box on August 10, 2004. Dr. Nicholson has been President of Robert Morris University since 1989 and is also a director of publicly held Shopsmith, Inc. He has served more than 25 businesses and government agencies as a consultant in the areas of long-range planning, organization design and labor relations. He is also a director of several regional economic, charitable and cultural organizations.

Executive Officers of Black Box Corporation

Name, Principal Occupation and Five-Year Employment History

Fred C. Young. Chief Executive Officer. Mr. Young was elected President of Black Box on May 9, 1997 and Chairman and

CUSIP No. 656535101 Page 11 of 12

Chief Executive Officer on June 24, 1998. Mr. Young served as Chairman until May 2004 when Mr. Greig was appointed as non-executive Chairman of the Board. He served as Chief Operating Officer from May 1996 until June 1998 and Chief Financial Officer and Treasurer from 1991 until May 1997 and was Secretary from 1991 until May 1999. He is also a director of Citizens Bank of Pennsylvania.

Kathleen Bullions. Senior Vice President — North America. Ms. Bullions was promoted to Senior Vice President — North America on December 13, 2002. She was promoted to Vice President of Marketing and Operations on May 9, 1997 and was Director of Operations prior to May 9, 1997. Ms. Bullions has been with Black Box for 21 years.

Roger E. M. Croft. Senior Vice President — Europe and Latin America. Mr. Croft was promoted to Senior Vice President — Europe and Latin America in May 2004. He was promoted to Vice President — Europe and Latin America in May 1998, having served as Vice President of European Operations since May 9, 1997 and was Managing Director of Black Box U.K. prior to May 9, 1997. Mr. Croft, a citizen of England, has been with Black Box for 19 years.

Michael McAndrew. Vice President, Chief Financial Officer, Treasurer and Secretary. Mr. McAndrew was promoted to Vice President and Chief Financial Officer on December 13, 2002. He became Secretary and Treasurer on January 21, 2003. He was Manager of Corporate Planning and Analysis prior to December 13, 2002. Mr. McAndrew has been with Black Box for 14 years.

Francis W. Wertheimber. Senior Vice President — Pacific Rim/Far East. Mr. Wertheimber was promoted to Senior Vice President — Pacific Rim/Far East in May 2004. He was promoted to Vice President — Pacific Rim/Far East on May 9, 1997. He was Managing Director of Black Box Japan prior to May 9, 1997. Mr. Wertheimber, a citizen of Japan, has been with Black Box for 11 years.

Directors and Executive Officers of SF Acquisition Co.

Name, Principal Occupation and Five-Year Employment History

Fred C. Young. Chief Executive Officer and Director. Mr. Young was elected President of Black Box on May 9, 1997 and Chairman and Chief Executive Officer on June 24, 1998. Mr. Young served as Chairman until May 2004 when Mr. Greig was appointed as non-executive Chairman of the Board. He served as Chief Operating Officer from May 1996 until June 1998 and Chief Financial Officer and Treasurer from 1991 until May 1997 and was Secretary from 1991 until May 1999. He is also a director of Citizens Bank of Pennsylvania.

Michael McAndrew. Chief Financial Officer and Director. Mr. McAndrew was promoted to Vice President and Chief Financial Officer of Black Box on December 13, 2002. He became Secretary and Treasurer of Black Box on January 21, 2003. He was Manager of Corporate Planning and Analysis prior to December 13, 2002. Mr. McAndrew has been with Black Box for 14 years.

CUSIP No. 656535101 Page 12 of 12

EXHIBIT INDEX

Exhibit 1:	Offer to Purchase dated December 23, 2004 filed as Exhibit (a)(1)(A) to the Schedule TO filed by Purchaser and Parent on December 23, 2004.
Exhibit 2:	Agreement and Plan of Merger, dated as of December 20, 2004, by and among Black Box Corporation, SF Acquisition Co. and Norstan, Inc.
Exhibit 3:	Tender and Voting Agreement, dated as of December 20, 2004, by and among Black Box Corporation, SF Acquisition Co. and the directors and executive officers of Norstan, Inc.
Exhibit 4:	Stock Option Agreement, dated as of December 20, 2004, by and among Black Box Corporation, SF Acquisition Co. and Norstan, Inc.
Exhibit 5:	Commitment Letter between Citizens Bank of Pennsylvania, as Arranger, and Black Box Corporation of Pennsylvania, dated as of November 19, 2004.
Exhibit 6:	Joint Filing Agreement, dated as of December 30, 2004, by and between Black Box Corporation and SF Acquisition Co.

EX-99.1

Exhibit 1

OFFER TO PURCHASE FOR CASH

ALL OUTSTANDING SHARES OF COMMON STOCK

(Including the Associated Common Stock Purchase Rights)

OF

NORSTAN, INC.

BY

SF ACQUISITION CO.,

A WHOLLY OWNED SUBSIDIARY

OF

BLACK BOX CORPORATION,

AT

$5.60 NET PER SHARE OF COMMON STOCK

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,

NEW YORK CITY TIME, ON MONDAY, JANUARY 24, 2005 UNLESS THE OFFER IS EXTENDED.

     The offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 20, 2004 (the “Merger Agreement”), by and among Black Box Corporation, a Delaware corporation (“Black Box” or “Parent”), SF Acquisition Co., a Minnesota corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Norstan, Inc., a Minnesota corporation (“Norstan” or the “Company”).

      The offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn prior to the expiration of the offer that number of outstanding shares of common stock, $0.10 par value per share, of Norstan (“Company Common Stock”), including the associated common stock purchase rights (the “Rights”) issued pursuant to the Amended and Restated Rights Agreement, dated as of April 1, 1998, between Norstan and Norwest Bank Minnesota, National Association, as amended (the “Rights Agreement”), together with any shares of Company Common Stock then owned by Black Box or Purchaser, including shares subject to the Tender Agreement (as defined below), that, immediately prior to acceptance for payment of Company Common Stock pursuant to the offer, represents at least a majority of the sum of (a) the aggregate number of shares of Company Common Stock outstanding immediately prior to acceptance for payment of shares of Company Common Stock pursuant to the offer, plus (b) the aggregate number of shares of Company Common Stock issuable upon the exercise of any option, warrant, other right to acquire capital stock of the Company, or other security exercisable for or convertible into shares of Company Common Stock or other capital stock of the Company, any of which is outstanding immediately prior to acceptance for payment of shares of Company Common Stock pursuant to the offer (which amount, based on the Company’s representations in the Merger Agreement as of December 20, 2004, equaled 8,308,576 Shares (as defined below)) and (ii) the satisfaction of other conditions as set forth in this Offer to Purchase. See Section 14 — “Conditions of the Offer.”

      The Board of Directors of Norstan has unanimously approved and adopted the Merger Agreement and the transactions contemplated by the Merger Agreement, including the offer and the merger, and it has also unanimously: (i) determined that the terms of the offer, the merger and the Merger Agreement are fair to and in to the best interests of the Company and its shareholders, (ii) approved and adopted the Merger Agreement and the transactions contemplated thereby, including the offer and the merger, in accordance with the requirements of the Minnesota Business Corporation Act, (iii) recommended that holders of all issued and outstanding Shares pursuant to the offer accept the offer and tender their Shares pursuant to the offer and adopt and approve the Merger Agreement and the merger, (iv) approved the Tender Agreement and the transactions contemplated thereby and (v) approved the Option Agreement

(as defined below) and the transactions contemplated thereby. A special committee of Norstan’s Board of Directors has unanimously approved the offer, the merger, the Merger Agreement, the Tender Agreement and the Option Agreement and the transactions contemplated thereby in order to render inapplicable certain sections of the Minnesota Business Corporation Act relating to takeovers.

      Unless the context otherwise requires, the terms “we,” “us,” and “our” refer to Black Box Corporation and its subsidiary SF Acquisition Co. The term “Share” or “Shares” shall refer to the outstanding shares of Company Common Stock together with the Rights.

IMPORTANT

      Any Norstan shareholder wishing to tender Shares in the offer must either (i) complete and sign the Letter of Transmittal in accordance with the instructions in the letter of transmittal, and mail or deliver the Letter of Transmittal and all other required documents to Wells Fargo Bank, N.A. (the “Depositary”) together with certificates representing Shares tendered or follow the procedure for book-entry transfer set forth in Section 3 — “Procedure for Tendering Shares” or (ii) request the Norstan shareholder’s broker, dealer, commercial bank, trust company or other nominee to effect the tender of Shares to Purchaser. Any Norstan shareholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact that person if the Norstan shareholder wishes to tender those Shares.

      Any Norstan shareholder desiring to tender Shares and who cannot deliver certificates representing those Shares and all other required documents to the Depositary on or prior to the Expiration Date (as defined herein) or that cannot comply with the procedures for book-entry transfer on a timely basis may tender the Shares pursuant to the guaranteed delivery procedure set forth in Section 3 — “Procedure for Tendering Shares.” Questions and requests for assistance may be directed to the Information Agent at the address and telephone number set forth on the back cover of this Offer to Purchase. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be directed to the Information Agent. Norstan shareholders also may contact their brokers, dealers, commercial banks, trust companies or other nominees for assistance concerning the offer.

      The Letter of Transmittal, the certificates for the Shares and any other required documents must be received by the Depositary before the expiration of the offer, unless the procedures for guaranteed delivery described in Section 3 — “Procedure for Tendering Shares” of this Offer to Purchase are followed.

The Dealer Manager for the Offer is:

December 23, 2004

TABLE OF CONTENTS

	Page
Summary Term Sheet		1
Introduction		7
Terms of the Offer		10
Acceptance for Payment and Payment for Shares		13
Procedure for Tendering Shares		14
Withdrawal Rights		17
Certain United States Federal Income Tax Consequences		18
Price Range of the Shares; Dividends		19
Possible Effect of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration; Margin Regulations		19
Certain Information Concerning Norstan		21
Certain Information Concerning Black Box and Purchaser		21
Background of the Offer; Past Contacts or Negotiations between Black Box and Norstan		22
Purpose of the Offer; Shareholder Approval; Short Form Merger; “Going Private” Transactions; Dissenters’ Rights; Plans for Norstan		24
Dividends and Distributions		27
The Merger Agreement and Other Agreements		27
Conditions of the Offer		41
Source and Amount of Funds		43
Certain Legal Matters; Required Regulatory Approvals		44
Fees and Expenses		47
Miscellaneous		47
Schedule I — Directors and Executive Officers of Black Box and Purchaser		I-1
Annex A — Minnesota Anti-Takeover Approval		A-1
Annex B — Minnesota Business Corporation Act Dissenters’ Rights Provisions		B-1

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Summary Term Sheet

Material Terms of the Transaction

Securities Sought:	All outstanding shares of common stock, including the associated common stock purchase rights, of Norstan, Inc.
Price Offered Per Share:	$5.60 net to the seller in cash and without interest (subject to applicable withholding taxes).
Scheduled Expiration of Offer:	Monday, January 24, 2005 at 12:00 midnight, New York City time, unless extended.
Purchaser:	SF Acquisition Co., a wholly owned subsidiary of Black Box Corporation.
Minimum Condition:	There being validly tendered and not withdrawn prior to the expiration of the offer a number of issued and outstanding shares of Company Common Stock, including the associated common stock purchase rights, together with shares of Company Common Stock owned by Black Box and shares of Company Common Stock subject to the Tender Agreement, that, immediately prior to the acceptance for payment of Company Common Stock pursuant to the offer, represents at least a majority of the sum of: (i) the aggregate number of shares of Company Common Stock outstanding immediately prior to the acceptance for payment of Company Common Stock pursuant to the offer, plus (ii) the aggregate number of shares of Company Common Stock issuable upon the exercise of any option, warrant, other right to acquire capital stock of Norstan or other security exercisable for or convertible into shares of Company Common Stock or other capital stock of Norstan, any of which is outstanding immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the offer.
	As of December 20, 2004, the required minimum number of shares of Company Common Stock would have been 8,308,576.
	There are also other conditions that apply to the offer, detailed in Section 14 — “Conditions of the Offer.”
Tender and Voting Agreement:	All of the directors and executive officers of Norstan have agreed to tender their Norstan shares pursuant to a tender agreement. At December 20, 2004, these individuals owned 636,019 Norstan shares, excluding unvested restricted shares, representing approximately 5% of the issued and outstanding Norstan shares as of such date. See Section 13 — “The Merger Agreement and Other Agreements.”
Stock Option Agreement:	Subject to certain conditions, including the acquisition, in the offer, of at least 80% of the outstanding shares, Norstan has granted to Purchaser an irrevocable option to purchase that certain number of Norstan shares as is necessary for Purchaser to obtain ownership of at least 90% of the outstanding Norstan shares. See Section 13 — “The Merger Agreement and Other Agreements.”

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New Severance Agreements:

Black Box and certain executive officers of Norstan have signed term sheets outlining compensation plans after the merger and will, prior to the acceptance for payment of Company Common Stock pursuant to the offer, enter into severance agreements, which will contain, among other things, the following provisions: (i) non-compete/ non-solicit covenants, (ii) waiver of the qualification of the offer and the merger as a change-of-control event under existing severance agreements and (iii) retention bonus payments. Except for the waiver relating to the change-of-control event, which will have immediate effect, the new severance agreements will become effective at the effective time of the merger. See Section 13 — “The Merger Agreement and Other Agreements.”

Norstan Board of Directors Recommendation:

Norstan’s Board of Directors unanimously recommends that Norstan shareholders accept the offer and tender their Norstan shares.

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Frequently Asked Questions

      The following are some of the questions you, as a shareholder of Norstan, may have about the offer and our answers to those questions. We urge you to carefully read the remainder of this Offer to Purchase and the Letter of Transmittal because the information in this summary is not complete. Additional important information is contained in the remainder of this Offer to Purchase and the Letter of Transmittal.

Who is offering to buy my Norstan shares?

      We are SF Acquisition Co., a Minnesota corporation formed by Black Box Corporation as its direct, wholly owned subsidiary for the purpose of acquiring all of the issued and outstanding common stock of Norstan, including the associated common stock purchase rights. See the “Introduction” to this Offer to Purchase, Section 1 — “Terms of the Offer,” and Section 9 — “Certain Information Concerning Black Box and Purchaser.”

How much are you offering to pay and in what form of payment?

      We are offering to pay $5.60 net to you in cash without interest thereon (and subject to applicable withholding taxes) for each Norstan share.

Will I have to pay any fees or commissions?

      If you are the record owner of your shares and you tender your shares to us in the offer, you will not have to pay brokerage fees or similar expenses. If you own your shares through a broker or other nominee, and your broker tenders your shares on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply. See the “Introduction” to this Offer to Purchase.

What are the income tax consequences to me if I tender my Norstan shares?

      The sale or exchange of the Norstan shares pursuant to the offer or the merger will be a taxable transaction for U.S. federal income tax purposes. Generally, a shareholder of Norstan that sells shares pursuant to the offer or receives cash in exchange for shares pursuant to the merger will recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received and the Norstan shareholder’s tax basis in the shares sold or exchanged. See Section 5 — “Certain United States Federal Income Tax Consequences” for further details.

Does Black Box have the financial resources to make payment?

      Yes. To finance the purchase, Black Box will provide sufficient funds to us required to purchase all Norstan shares validly tendered into the offer and for our acquisition of the remaining shares in the merger, which is expected to follow the successful completion of the offer in accordance with the terms and conditions of the Merger Agreement. The offer is not contingent on any financial arrangement. See Section 15 — “Source and Amount of Funds.”

Is Black Box’s financial condition relevant to my decision to tender into the offer?

      The form of payment for the tender consists solely of cash and all of the funding that will be needed will come from Black Box. As a result, we do not think our financial condition is relevant to your decision as to whether to tender your Norstan shares into the offer. The offer is not contingent upon us obtaining financing. Black Box has agreed to provide us with funds necessary to consummate the offer and to pay for any outstanding capital stock of Norstan not owned by Black Box or us pursuant to any merger of us into Norstan. See Section 15 — “Source and Amount of Funds.”

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How long do I have to decide whether to tender in the offer?

      The initial offering period expires at 12:00 midnight, New York City time, on Monday, January 24, 2005, unless we extend the offer. If you cannot deliver everything that is required in order to make a valid tender by that time, you may be able to use a guaranteed delivery procedure, which is described later in this Offer to Purchase. See Section 1 — “Terms of the Offer” and Section 3 — “Procedure for Tendering Shares.”

      Subject to the terms of the Merger Agreement, we may, without consent, extend the offering period as follows:

•  if, at any then-scheduled expiration of the offer, any of the conditions to the offer have not been satisfied or waived, without the consent of Norstan, we may extend the offer for a time period reasonably necessary to cause the conditions to be satisfied;

•  if required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) applicable to the offer, we may extend (or re-extend) the offer as so required, without the consent of Norstan or any other person;

•  extend (or re-extend) the offer for an aggregate additional period of not more than 20 business days, if the sum of the number of Norstan shares validly tendered and not withdrawn (other than by guaranteed delivery where actual delivery has not occurred) as of the then-scheduled expiration date plus the number of Norstan shares owned by Black Box (including shares subject to the tender agreement) plus shares that may be acquired under the Option Agreement as of such date exceeds a majority of the outstanding Norstan shares (including shares subject to options and warrants) but is less than 90% of the number of shares outstanding on such date; or

•  upon the Company’s written request and if any conditions to the offer have not been satisfied or waived, extend the offer for 10 business days (this may occur only once).

      We may also elect to provide a “subsequent offering period” of an additional period of three to twenty business days beginning after the offer expires, pursuant to and in accordance with Regulation 14D of the Securities and Exchange Act of 1934, as amended. During this subsequent offering period, you would be permitted to tender, but not withdraw, your Norstan shares and receive, for each share, $5.60 per share, net to you in cash and without interest thereon (subject to applicable withholding taxes). We do not currently intend to provide a subsequent offering period, although we reserve the right to do so. See Section 1 — “Terms of the Offer.”

How will I be notified if the offer is extended or a subsequent offering period is provided?

      If we extend the offer or provide for a subsequent offering period, we will inform Wells Fargo Bank, N.A., the Depositary for the offer, and will issue a press release giving the new offer expiration date not later than 9:00 a.m., New York City time, on the first business day after the previously scheduled expiration date of the offer. See Section 1 — “Terms of the Offer.”

What are the most significant conditions to the offer?

      Purchaser’s obligation to accept for payment and to pay for any Norstan shares is subject to satisfaction of the Minimum Condition (as previously described and as defined below) and other conditions, more fully described in Section 14 — “Conditions of the Offer.”

      We can waive all conditions to the offer, except the Minimum Condition, without Norstan’s consent. See Section 14 — “Conditions of the Offer.”

How do I tender my Norstan shares?

      To tender your Norstan shares, you must deliver the certificates representing your shares, together with a completed Letter of Transmittal, to Wells Fargo Bank, N.A., the Depositary for the offer, not later

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than the time the offer expires. If your Norstan shares are held in street name, the shares can be tendered by your nominee through Wells Fargo Bank, N.A. If you cannot deliver a required item to the Depositary by the expiration of the offer, you may be able to obtain extra time to do so by having a qualified broker, bank or other fiduciary guarantee that the missing items will be received by the Depositary within three business days. However, the Depositary must receive the missing items within that three trading day period or your shares will not be validly tendered. See Section 3 — “Procedure for Tendering Shares.”

How do I withdraw previously tendered Norstan shares?

      If after tendering your Norstan shares into the offer you decide that you do not want to accept the offer, you may withdraw your shares by delivering a written notice of withdrawal with the required information to Wells Fargo Bank, N.A., the Depositary for the offer, before the offer expires. If you tendered your shares by giving instructions to a broker or bank, you must instruct the broker or bank to arrange for the withdrawal of your shares. See Section 4 — “Withdrawal Rights.”

Until what time may I withdraw Norstan shares that I have tendered?

      You may withdraw Norstan shares at any time until the offer has expired. In addition, if we have not agreed to accept your shares for payment by February 20, 2005, you may withdraw them at any time after such time until we accept them for payment. This right to withdraw will not apply to any subsequent offering period. See Section 1 — “Terms of the Offer” and Section 4 — “Withdrawal Rights.”

What does the Norstan Board of Directors recommend?

      Norstan’s Board of Directors has unanimously determined that $5.60, net to the seller in cash, for each of your Norstan shares is fair to, and in the best interests of, you and Norstan. Norstan’s Board of Directors unanimously recommends that you accept the offer and tender your shares to us in the offer. See “Introduction” to this Offer to Purchase and Section 10 — “Background of the Offer; Past Contacts or Negotiations between Black Box and Norstan.”

Have any Norstan shareholders agreed to tender their shares?

      Yes. Pursuant to a Tender Agreement with Black Box and us, certain shareholders of Norstan, being all of the directors and executive officers of Norstan on December 20, 2004, who collectively owned as of such date approximately 5% of the outstanding Norstan shares, have agreed to tender their shares. See the “Introduction” to this Offer to Purchase and Section 13 — “The Merger Agreement and Other Agreements.”

Will the tender offer be followed by a merger if all Norstan shares are not tendered in the offer?

      If we accept for payment and pay for Norstan shares in the offer, we intend to merge Purchaser with and into Norstan subject to the terms and conditions of the Merger Agreement and upon the vote of Norstan’s shareholders, if such vote is required. Norstan will be the surviving corporation in the merger and will become a wholly owned subsidiary of Black Box. In the merger, Norstan shareholders who did not tender their shares will receive $5.60 per share (or any higher price per share which is paid in our offer), in cash, without any interest thereon (subject to applicable withholding taxes). If the Norstan shares tendered in the offer plus shares we could acquire from Norstan pursuant to the right described in the next sentence constitute 90% or more of the outstanding Norstan shares, we will be able to effect the merger without convening a meeting of shareholders. Subject to certain conditions, including the acquisition, in the offer, of at least 80% of the outstanding shares, Norstan has granted Purchaser the right to acquire shares from Norstan in order to acquire 90% of the outstanding Norstan shares. See Section 13 — “The Merger Agreement and Other Agreements.” There are no dissenters’ rights available in connection with our offer, but Norstan shareholders who have not sold their shares in the offer would have dissenters’ rights available in connection with the merger under Minnesota law if those rights are

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perfected. See the “Introduction” to this Offer to Purchase and Section 13 — “The Merger Agreement and Other Agreements.”

If I decide not to tender, how will the offer affect my Norstan shares?

      If you do not tender your Norstan shares into the offer and the merger described above takes place, your shares will be cancelled. Unless you exercise dissenters’ rights under Minnesota law (see Section 11 — “Purpose of the Offer; Shareholder Approval; Short Form Merger; ‘Going Private’ Transactions; Dissenters’ Rights; Plans for Norstan”), you will receive the same amount of cash per share that you would have received had you tendered your shares in the offer. Therefore, if the merger takes place, the only difference to you between tendering your shares and not tendering your shares is that you will be paid earlier if you tender your shares and that, in connection with the merger, you will have dissenters’ rights under Minnesota law if you take appropriate action to perfect these rights. If the merger does not take place after the offer closes, however, the number of shareholders and number of Norstan shares which are still in the hands of the public may be so small that there no longer may be an active public trading market (or, possibly, any public trading market) for Norstan common stock. Norstan may cease making filings with the SEC and may not be required to continue to comply with the SEC rules relating to publicly held companies. See the “Introduction” to this Offer to Purchase and Section 7 — “Possible Effect of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration; Margin Regulations.”

What is the market value of my Norstan shares as of a recent date?

      The closing price for Norstan shares at the closing of regular trading hours for the Nasdaq National Market (“Nasdaq”) was $5.54 per share on December 22, 2004, the last trading day before the date of this Offer to Purchase.

      Before deciding whether to tender, we advise you to obtain a recent quotation for the Norstan shares. If this offer is successful, we expect Norstan shares to continue to be traded over Nasdaq until the time of the merger, although it is possible that trading volume will be significantly below its pre-offer level. Please note that the time period between the completion of the offer and the merger may be very short (i.e., less than one trading day). However, we can give no assurances that Norstan shares will continue to be traded over Nasdaq. See Section 6 — “Price Range of the Shares; Dividends.”

Who can I talk to if I have questions about the tender offer?

      You may call Georgeson Shareholder Communications, Inc., the Information Agent for the offer, at (877) 868-4997. See the back cover of this Offer to Purchase for additional information on how to contact the Information Agent.

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To the Holders of Common Stock of Norstan, Inc.:

Introduction

      SF Acquisition Co., a Minnesota corporation (the “Purchaser”) and a wholly owned subsidiary of Black Box Corporation, a Delaware corporation (“Black Box” or “Parent”), hereby offers to purchase all issued and outstanding shares (together with the Rights (as defined below), the “Shares”) of common stock, $0.10 par value per share (“Company Common Stock”), of Norstan, Inc., a Minnesota corporation (“Norstan” or the “Company”), including any associated common stock purchase rights (the “Rights”) issued pursuant to the Amended and Restated Rights Agreement, dated as of April 1, 1998, between Norstan and Norwest Bank Minnesota, National Association, as amended (the “Rights Agreement”), at a price of $5.60 per share, net to the seller in cash and without interest thereon (and subject to applicable withholding taxes) upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

      Purchaser is a corporation newly formed by Black Box to effect the Offer and other transactions contemplated by the Merger Agreement (as defined below). Black Box offers one-source network infrastructure services for data networks (including structured cabling for wired and wireless systems), voice systems (including new and upgraded telephone systems) and 24/7/365 hotline technical support for more than 95,000 network infrastructure products that it sells through its catalog, Internet Web site and on-site services offices. Black Box’s common stock is traded on the Nasdaq National Market (“Nasdaq”) under the symbol “BBOX.” For additional information concerning Black Box and Purchaser, see Section 9 — “Certain Information Concerning Black Box and Purchaser.”

      The Offer is being made pursuant to an Agreement and Plan of Merger, dated December 20, 2004, by and among Black Box, Purchaser and Norstan (the “Merger Agreement”). Pursuant to the Merger Agreement, as soon as practicable after the completion of the Offer and the satisfaction or waiver of all conditions to the Merger (as defined below), Purchaser will be merged with and into Norstan with Norstan surviving the merger as a wholly owned subsidiary of Black Box (the “Merger”). The Merger will become effective on the date and time that the articles of merger are filed with the Minnesota Secretary of State (unless some later time is specified therein) (the “Effective Time”). At the Effective Time, each Share then outstanding (other than Shares owned by Black Box, Purchaser, or by shareholders, if any, who are entitled to and properly exercise dissenters’ rights under Minnesota law) will be converted into the right to receive $5.60 per Share, net to the seller in cash, or any higher price per Share paid in the Offer (such price being the “Per-Share Amount”), without interest thereon (and subject to applicable withholding taxes). Shareholders who exercise dissenters’ rights under Minnesota law will receive a judicially-determined fair value for their Shares, which value could be more or less than, or the same as, the Per-Share Amount. See Section 11 — “Purpose of the Offer; Shareholder Approval; Short Form Merger; ‘Going Private’ Transactions; Dissenters’ Rights; Plans for Norstan.

      The Merger Agreement is more fully described in Section 13 — “The Merger Agreement and Other Agreements.”

      Norstan has informed Purchaser that, as of December 20, 2004: (1) 13,821,679 Shares (including an equal number of Rights) were issued and outstanding; (2) 2,289,739 Shares were issuable pursuant to outstanding options (“Company Options”) and 505,733 Shares were issuable pursuant to outstanding warrants (the “Warrants”). Based on the foregoing, and assuming that no Shares, Company Options or Warrants (or any other security exercisable for or convertible into Shares) were issued after December 20, 2004, the Minimum Condition (as defined below) will be satisfied if at least 8,308,576 Shares are validly tendered and not withdrawn prior to the expiration of the Offer. If the Minimum Condition is satisfied and Purchaser accepts for payment the Shares tendered pursuant to the Offer, Purchaser will be able to elect a majority of the members of Norstan’s Board of Directors and to effect the Merger without the affirmative vote of any other shareholder of Norstan. See Section 11 — “Purpose of the Offer; Shareholder Approval;

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Short Form Merger; ‘Going Private’ Transactions; Dissenters’ Rights; Plans for Norstan” and Section 13 — “The Merger Agreement and Other Agreements.”

      Each director and executive officer of Norstan as of December 20, 2004 (the “Shareholders” and each, a “Shareholder”) has agreed to tender the Shares held by each of them into the Offer pursuant to the terms of a Tender and Voting Agreement, dated as of December 20, 2004, which they entered into with Purchaser and Black Box (the “Tender Agreement”). At December 20, 2004, the Shareholders owned 636,019 Shares excluding unvested restricted stock, representing approximately 5% of the issued and outstanding Shares as of such date. The Tender Agreement is more fully described in Section 13 — “The Merger Agreement and Other Agreements.” Certain United States federal tax consequences of the sale of Shares pursuant to the Offer and the conversion of Shares pursuant to the Merger are described in Section 5 — “Certain United States Federal Income Tax Consequences.”

      Tendering shareholders whose Shares are registered in their own names and who tender directly to the Depositary (as defined below) will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the sale of Shares pursuant to the Offer. Purchaser will pay all fees and expenses incurred in connection with the Offer by Wells Fargo Bank, N.A., the Depositary and Paying Agent, and Georgeson Shareholder Communications, Inc., which is acting as the Information Agent (the “Information Agent”). See Section 17 — “Fees and Expenses.”

      Under Section 302A.621 of the Minnesota Business Corporation Act (the “MBCA”), if Purchaser acquires, pursuant to the Offer or otherwise, at least 90% of the Shares, Purchaser may be able to effect the Merger, and is required to do so under the Merger Agreement, after consummation of the Offer without a vote of the Company’s shareholders. However, if Purchaser does not acquire at least 90% of the Shares pursuant to the Offer or otherwise, approval of the Merger requires the affirmative vote of holders of a majority of the Shares. If the Minimum Condition and the other conditions to the Offer are satisfied or waived and the Offer is completed, Purchaser will own a sufficient number of Shares to either ensure that the Merger will be approved by Norstan shareholders or effect the Merger without a vote of Norstan shareholders. See Section 11 — “Purpose of the Offer; Shareholder Approval; Short-Form Merger; ‘Going Private’ Transactions; Dissenters’ Rights; Plans for Norstan.”

      The Board of Directors of Norstan has unanimously determined that the consideration to be paid for each Share in the Offer and the Merger is fair to and in the best interests of the Company and its shareholders. The Board of Directors of Norstan has unanimously approved and adopted the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, in accordance with the requirements of the MBCA, and has resolved to recommend that holders of Shares accept the Offer and tender their Shares, and adopt and approve the Merger Agreement and the Merger, if necessary. The board of directions of Norstan also unanimously approved the Tender Agreement and the Option Agreement, and all the transactions contemplated thereby, respectively. A special committee of the Company’s board of directions unanimously approved the Offer, the Merger, the Merger Agreement, the Tender Agreement, the Option Agreement and all the transactions contemplated thereby in order to render inapplicable certain sections of the MBCA relating to takeovers.

      The Offer is conditioned upon, among other things:

•  there being validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares which, together with any Shares then owned by Black Box or Purchaser (including Shares subject to the Tender Agreement (as described in Section 13 — “The Merger Agreement and Other Agreements”)), immediately prior to acceptance for payment of Shares pursuant to the Offer, represent at least a majority of the Fully Diluted Number of Company Shares (as defined below) (the “Minimum Condition”); and

•  the following shall not have occurred: (1) any waiting period under applicable anti-trust law or regulation, including the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and

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the rules and regulations promulgated thereunder (the “HSR Act”), shall not have expired or been terminated; (2) any event that has had or would reasonably be expected to have a Company Material Adverse Effect (as defined below); (3) (i) any general suspension of, trading in, or limitation on prices for, securities on the New York Stock Exchange or Nasdaq, or (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by federal or state authorities on the extension of credit by lending institutions, or a disruption of or material adverse change in either the syndication market for credit facilities or the financial, banking or capital markets; (4) any of the representations and warranties of the Company set forth in the Merger Agreement (without giving effect to any materiality or similar qualification contained therein) shall not be true and correct, as of the date of the Merger Agreement (December 20, 2004) or as of a subsequent date as if made on such subsequent date, except to the extent the failure of any such representations and warranties to be true and correct (without giving effect to any materiality or similar qualification contained therein), taken together in their entirety, would not reasonably be expected to have a Company Material Adverse Effect, provided, however, that any such breach capable of being cured has not in fact been cured prior to the initial expiration date of the Offer (or such later date upon which the Offer shall expire, under certain conditions); (5) the Company has failed to perform or comply with, in all material respects, each covenant or agreement contained in the Merger Agreement and required to be performed or complied with by it which would reasonably be expected to have a Company Material Adverse Effect and such failure is incapable of being cured or has not been cured during the applicable grace period; (6) any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Offer or the Merger or any other transactions contemplated by the Merger Agreement is pending or issued by any court of competent jurisdiction and remains in effect, or there is any law enacted or deemed applicable by a governmental body to the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement that makes the consummation of the Offer, the Merger or other transactions contemplated by the agreement illegal; (7) the failure of the parties’ notification filing under the HSR Act to have been accepted by the Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”) without material modification to the Offer, the Merger or other transactions contemplated by the Merger Agreement, or the issuance of an order by the FTC or DOJ to Black Box requiring it to divest certain of its assets in connection with the transactions contemplated by the Merger Agreement; (8) the failure of the Company to obtain any necessary consent to the transactions contemplated by the Merger Agreement required by the contracts with the Company’s vendors identified in writing by Parent to the Company on or prior to the date of the Merger Agreement; (9) the notice period for prepayment of indebtedness under the Loan and Security Agreement by and among Norstan Communications, Inc., Vibes Technologies, Inc., Norstan, Inc., Norstan Financial Services, Inc., Norstan Canada, Inc., Norstan International, Inc., and Norstan Canada, Ltd., and Wells Fargo Foothill, Inc., as arranger and administrative agent (the “Loan and Security Agreement”) having not been waived or expired by its terms; (10) the failure of any of the Executives (as defined below) to execute an agreement (a “New Severance Agreement”) in favor of Black Box, Purchaser and/or the Company containing terms consistent with the Term Sheets (as defined below) signed by such Executives, except that the New Severance Agreement will provide for a non-compete and non-solicitation period of 12 months from the date of termination of employment regardless of when such date shall occur (24 months in the case of the Company’s Chief Executive Officer)(see Section 13 — “The Merger Agreements and Other Agreements”); (11) the Merger Agreement having been terminated in accordance with its terms; or (12) shareholder derivative litigation or shareholder class action litigation against the Company or its executive officers or directors having been instituted or shall be pending.

      “Fully Diluted Number of Company Shares” means the sum of the (x) aggregate number of Shares outstanding immediately prior to the acceptance of Shares pursuant to the Offer, plus (y) the aggregate number of Shares issuable upon the exercise of any option, warrant, other right to acquire capital stock of

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the Company or other security exercisable for or convertible into Shares or other capital stock of the Company, any of which is outstanding immediately prior to the acceptance of Shares pursuant to the Offer.

      “Company Material Adverse Effect” means any change, result, effect, event, occurrence or state of facts (or any development that has had or is reasonably likely to have any change or effect) that, alone or in connection with other matters, is or would reasonably be expected to be materially adverse to the business, financial condition, assets, liabilities or results of operations of the Company or any of its subsidiaries, taken as a whole, or which is or would reasonably be expected to be materially adverse to the ability of such persons to consummate the transactions contemplated thereby. Certain events are excluded from the determination of whether a Company Material Adverse Effect has occurred; such events are discussed in Section 14 — “Conditions of the Offer.”

      KeyBanc Capital Markets, a division of McDonald Investments Inc. (“Norstan’s Financial Advisor”) has delivered to the Company’s Board of Directors its written opinion, dated December 20, 2004 to the effect that, as of such date, based upon and subject to the considerations and assumptions set forth therein, the consideration to be received pursuant to the Merger Agreement is fair, from a financial point of view, to the shareholders of Norstan. The full text of the opinion of Norstan’s Financial Advisor is set forth as Annex A to the Company’s Solicitation/ Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is being mailed to shareholders of Norstan with this Offer to Purchase. Norstan shareholders are urged to read each of the Schedule 14D-9 and such opinion carefully in its entirety. The opinion of Norstan’s Financial Advisor is not a recommendation as to whether any holder of Shares should tender such Shares in connection with the Offer or, if necessary, how any holder of such Shares should vote with respect to the Merger.

The Offer is contingent upon the fulfillment of several conditions, as described in Section 14 — “Conditions of the Offer.” The Offer and withdrawal rights will expire at 12:00 midnight, New York City time, on Monday, January 24, 2005, unless the Offer is extended.

This Offer to Purchase and the related Letter of Transmittal contain important information that Norstan shareholders should read carefully before any decision is made with respect to the Offer.

1. Terms of the Offer

      Upon the terms and subject to the conditions of the Offer, Purchaser will pay $5.60 per Share in cash, net to the seller in cash and without interest thereon (subject to applicable withholding taxes), for all Shares validly tendered and not withdrawn prior to the Expiration Date in accordance with Section 4 — “Withdrawal Rights.” The term “Expiration Date” means 12:00 midnight, New York City time, on Monday, January 24, 2005, unless and until, in accordance with the terms of the Merger Agreement, Purchaser extends the period of time for which the Offer is open, in which event the term “Expiration Date” means the latest time and date at which the Offer, as so extended by Purchaser, expires.

      Purchaser may extend the Offer, without the consent of Norstan, and thereby delay acceptance for payment of, and the payment for, any Shares, by giving oral or written notice of such extension to the Depositary, if:

•  any of the conditions to Purchaser’s obligation to purchase Shares in the Offer have not been satisfied or waived, in which case the extension is limited to a time period reasonably necessary to cause such condition or conditions to be satisfied;

•  any rule, regulation, interpretation or position of the SEC applicable to the Offer requires that the Offer be extended (one or more times);

•  the number of Shares validly tendered and not withdrawn and the Shares owned by Black Box including Shares subject to the Tender Agreement (the “Parent-Owned Shares”) is greater than a majority of the Fully Diluted Number of Company Shares but less than the 90% threshold

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	necessary for a Short Form Merger (as defined below), in which case the offer may be extended or re-extended for an aggregate additional period of not more than 20 business days; or
•	the Company requests in writing a one-time extension of the Offer limited to 10 business days, and the conditions to the Offer have not been satisfied or waived.

      Purchaser may elect to provide a subsequent offering period (and one or more extensions thereof) of three to twenty business days (a “Subsequent Offering Period”) in accordance with Rule 14d-11 of the Exchange Act. A Subsequent Offering Period would be an additional period of time following the expiration of the Offer during which shareholders may tender Shares not previously tendered in the Offer and receive the same Per-Share Amount paid in the Offer. During a Subsequent Offering Period, Purchaser will immediately accept and promptly pay for Shares as they are tendered and tendering shareholders will not have withdrawal rights. Purchaser would announce its intention to provide a Subsequent Offering Period no later than 9:00 a.m., New York City time, on the next business day after the Expiration Date, at which time a Subsequent Offering Period would immediately begin. Purchaser does not currently intend to provide a Subsequent Offering Period, although it reserves the right to do so in its own discretion.

      Under no circumstances will interest be paid on the Per-Share Amount for tendered Shares regardless of any extension of an amendment to the Offer or any delay in paying for such Shares.

      The Offer is conditioned upon, among other things, the satisfaction of the Minimum Condition and the other conditions set forth in Section 14 — “Conditions of the Offer.”

      Consummation of the Offer is also conditioned upon expiration or termination of all waiting periods imposed by the HSR Act. Black Box and Purchaser reserve the right, in accordance with applicable rules and regulations of the SEC and with the Merger Agreement, to waive any or all applicable conditions other than the Minimum Condition, which may be waived only with Norstan’s prior written consent.

      Black Box and Purchaser may, at any time and from time to time prior to the Expiration Date, waive any condition to the Offer, or modify the terms of the Offer, by giving oral or written notice of such waiver or modification to the Depositary, except that, without the consent of Norstan, Purchaser may not:

•  amend or waive the Minimum Condition;

•  change the form of consideration payable in the Offer;

•  reduce the Per-Share Amount to be paid in the Offer;

•  change the number of Shares sought in the Offer;

•  impose additional conditions to the Offer (other than the Minimum Condition and the other conditions described in Section 14 — “Conditions of the Offer”);

•  extend the expiration date of the Offer beyond its initial expiration date, except under the circumstances described above and set forth in Section 1.1(d) to the Merger Agreement; or

•  amend any existing conditions of the Offer in any manner adverse to the holders of the Shares.

      If by 12:00 midnight, New York City time, on Monday, January 24, 2005 (or any date or time then set as the Expiration Date), the Minimum Condition is not satisfied or the other conditions have not been satisfied or waived, Purchaser, subject to the terms of the Merger Agreement and the applicable rules and regulations of the SEC, may:

•  waive (in whole or in part) any of the unsatisfied conditions, except the Minimum Condition;

•  terminate the Offer and not accept for payment any tendered Shares and return all tendered Shares to tendering shareholders;

•  extend the Offer for an amount of time as is reasonably necessary to cause such conditions to the Offer to be satisfied;

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•  extend the Offer, one or more times, for any period required by any SEC rule, regulation, interpretation or position; or

•  amend the Offer, except as set forth above.

      If Purchaser extends the Offer, or if Purchaser (whether before or after its acceptance for payment of Shares) is delayed in its purchase of or payment for Shares or is unable to pay for Shares pursuant to the Offer for any reason, then, without prejudice to Purchaser’s rights under the Offer, the Depositary may retain tendered Shares on behalf of Purchaser, and such Shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as described in Section 4 — “Withdrawal Rights.” However, the ability of Purchaser to delay the payment for Shares which Purchaser has accepted for payment is limited by Rule 14e-l(c) under the Exchange Act, which requires that a bidder pay the consideration offered or return the securities deposited by or on behalf of holders of securities promptly after the termination or withdrawal of the offer.

      Upon the written request of Norstan, Purchaser will extend the Offer once for a period of 10 business days, if, as of the Expiration Date, any of the conditions set forth in Section 14 — “Conditions of the Offer,” have not been satisfied or waived.

      Any extension, amendment or termination of the Offer will be followed as promptly as practicable by public announcement thereof, the announcement in case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date subject to the public announcement requirements of Rule 14e-1(d) under the Exchange Act and subject to applicable law (including Rules 14d-4(d) and 14d-6(c) under the Exchange Act, which require that material changes be promptly disseminated to shareholders in a manner reasonably designed to inform them of material changes). Without limiting the obligation of Purchaser or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a press release and will have no obligation to publish, advertise or otherwise communicate any public announcement other than in such manner.

      If Purchaser makes a material change in the terms of the Offer or the information concerning the Offer, or waives a material condition of the Offer, Purchaser will disseminate additional tender offer materials and extend the Offer to the extent required by Rules 14d-4(c), 14d-6(d) and 14e-1 under the Exchange Act. The minimum period during which the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances then existing, including the relative materiality of the changed terms or information. In the SEC’s view, an Offer should remain open for a minimum of five business days from the date a material change is first published, sent or given to shareholders and that, if material changes are made with respect to information that approaches the significance of price and the percentage of securities sought, a minimum of ten business days may be required to allow adequate dissemination and investor response. With respect to a change in price, a minimum ten-business-day period from the date of the change is generally required to allow for adequate dissemination to shareholders. Accordingly, if, prior to the Expiration Date, with the approval of the Company (which is required by the Merger Agreement), Purchaser decreases the number of Shares being sought, or increases or decreases the consideration offered pursuant to the Offer, and if the Offer is scheduled to expire at any time earlier than the period ending on the tenth business day from the date that notice of the increase or decrease is first published, sent or given to Norstan shareholders, Purchaser will extend the Offer at least until the expiration of that period of 10 business days. The requirement to extend an Offer will not apply to the extent that the number of business days remaining between the occurrence of the change and the then-scheduled expiration date equals or exceeds the minimum extension period that would be required because of such amendment. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or a U.S. federal holiday, and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

      As described above, Purchaser may, subject to certain conditions, elect to provide a Subsequent Offering Period. In a public release, the SEC has expressed the view that the inclusion of a Subsequent

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Offering Period would constitute a material change to the terms of the Offer requiring Purchaser to disseminate new information to shareholders in a manner reasonably calculated to inform them of such change sufficiently in advance of the Expiration Date (generally five business days). The SEC, however, has recently stated that such advance notice may not be required under certain circumstances. In the event Purchaser elects to include a Subsequent Offering Period, it will notify shareholders of Norstan consistent with the requirements of the SEC.

      Norstan has provided Black Box and Purchaser with Norstan’s shareholder lists and security position listings for the purpose of disseminating the Offer to holders of Shares. Black Box and Purchaser and its agents will mail this Offer to Purchase and the related Letter of Transmittal to record holders of Shares and will furnish same to brokers, dealers, commercial banks and similar persons whose names, or the names of whose nominees, appear on the shareholder lists or, if applicable, who are listed as participants in a clearing agency’s security position listing, for subsequent transmittal to beneficial owners of Shares.

2. Acceptance for Payment and Payment for Shares

      Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), and provided that the Offer has not been terminated as described in Section 1 of this Offer to Purchase, Purchaser will accept for payment and will pay for, promptly after the Expiration Date, all Shares validly tendered and not withdrawn (in accordance with Section 4 — “Withdrawal Rights”) prior to the Expiration Date.

      If Purchaser includes a Subsequent Offering Period, Purchaser will immediately accept and promptly pay for Shares as they are tendered during the Subsequent Offering Period. If Purchaser is delayed in its acceptance for payment of or payment for Shares or is unable to accept for payment or pay for Shares pursuant to the Offer, then, without prejudice to Purchaser’s rights under the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act) the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent tendering shareholders are entitled to do so as described in Section 4 — “Withdrawal Rights.”

      For information with respect to approvals that Parent and Purchaser are required to obtain prior to the completion of the Offer, including under the HSR Act and other laws and regulations, see Section 16 — “Certain Legal Matters; Required Regulatory Approvals.”

      In all cases, payment for Shares accepted pursuant to the Offer will be made only after timely receipt by the Depositary of:

•  the certificates for such Shares (the “Certificates”), together with a Letter of Transmittal, properly completed and duly executed, with any required signature guarantees; or

•  in the case of a transfer effected pursuant to the book-entry transfer procedures described in Section 3 — “Procedure for Tendering Shares,” a Book-Entry Confirmation of the book-entry transfer of the Shares into the Depositary’s account at The Depository Trust Company (the “Book-Entry Transfer Facility”), and either (A) a Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or (B) an Agent’s Message as described in Section 3 — “Procedure for Tendering Shares;” and

•  any other documents required by the Letter of Transmittal.

      “Agent’s Message” means a message transmitted by a Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which message states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares that are the subject of the Book-Entry Confirmation that the participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce that agreement against the participant. The term “Agent’s Message” shall also include any hard copy printout evidencing such message generated by a computer terminal maintained at the Depositary’s office.

      For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not withdrawn as, if and when Purchaser gives notice to the

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Depositary of Purchaser’s acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted pursuant to the Offer will be made by deposit of the Per-Share Amount therefor with the Depositary, which will act as agent for tendering Norstan shareholders for the purpose of receiving payment from Purchaser and transmitting payment to validly tendering Norstan shareholders.

      Under no circumstances will Purchaser pay interest on the Per-Share Amount for Shares, regardless of any extension of the Offer or any delay in making such payment.

      If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if the tendering shareholder submits Certificates representing more Shares than the tendering shareholder has tendered pursuant to the Offer, Purchaser will return the Certificates representing the unpurchased or untendered Shares, without expense to the tendering shareholder (or, in the case of Shares delivered by book-entry transfer of such Shares into the Depository’s account at the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3 — “Procedure for Tendering Shares,” the Depositary will notify the Book-Entry Transfer Facility of the non-acceptance of the Shares and such Shares will be credited to an account maintained at the Book-Entry Transfer Facility), as promptly as practicable after the expiration, termination or withdrawal of the Offer.

      Black Box reserves the right to transfer or assign, in whole or in part, to any direct or indirect subsidiary of Black Box without the consent of the Company, its rights under the Merger Agreement, but any such transfer or assignment will not relieve Black Box of its obligations under the Offer.

3. Procedure for Tendering Shares

      Valid Tender of Shares: A shareholder must follow one of the following procedures to validly tender Shares pursuant to the Offer:

•  for Shares held as physical certificates (in Certificates), a Letter of Transmittal, properly completed and duty executed, with any required signature guarantees and any other documents required by the Letter of Transmittal must be received by the Depositary at its address set forth on the back cover of this Offer to Purchase prior to the Expiration Date (unless such tender is made during a Subsequent Offering Period, if one is provided);

•  for Shares held in book-entry form, either a Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or an Agent’s Message, and any other required documents, must be received by the Depositary at its address set forth on the back cover of this Offer to Purchase, and such Shares must be delivered pursuant to the book-entry transfer procedures described below under “Book-Entry Transfer” and a Book-Entry Confirmation (as defined below) must be received by the Depositary, in each ease prior to the Expiration Date (unless such tender is made during a Subsequent Offering Period, if one is provided); or

•  the tendering shareholder must comply with the guaranteed delivery procedures described below under “Guaranteed Delivery” prior to the Expiration Date.

      Tendering Shares pursuant to any one of the above-described procedures will constitute your acceptance of the Offer, as well as your representation and warranty that you have the full power and authority to tender the Shares. The valid tender of Shares pursuant to one of the procedures described above will constitute a binding agreement between the tendering shareholder and Purchaser upon the terms and subject to the conditions of the Offer.

      The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery, through the Book-Entry Transfer Facility, is at the election and risk of the tendering shareholder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, the shareholder should allow sufficient time to ensure timely delivery.

      Book-Entry Transfer. The Depositary will establish an account or accounts with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the

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date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility’s systems may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary’s account in accordance with the Book-Entry Transfer Facility’s procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility, the properly completed and duly executed Letter of Transmittal, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date (except with respect to a Subsequent Offering Period, if one is provided), or the tendering shareholder must comply with the guaranteed delivery procedures described below for a valid tender of Shares by book-entry. The confirmation of a book-entry transfer of Shares into a Depositary’s account at the Book-Entry Transfer Facility as described above is referred to in this Offer to Purchase as a “Book-Entry Confirmation.”

      Delivery of documents to the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility’s procedures does not constitute delivery to the Depositary. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a Book-Entry Transfer, by Book-Entry Confirmation).

      Purchaser may, in compliance with applicable law, provide an additional period following the Offer in which the Norstan shareholders would be able to tender Shares not previously tendered in the Offer. For Shares to be validly tendered during any Subsequent Offering Period, the tendering shareholder must comply with the foregoing procedures except that the required documents and certificates must be received during the Subsequent Offering Period.

      Signature Guarantees. A bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Signature Program or any other “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act) (each, an “Eligible Institution” and collectively “Eligible Institutions”) must guarantee signatures on all Letters of Transmittal, unless the Shares tendered are tendered (a) by a registered holder of Shares that has not completed either the box labeled “Special Payment Instructions” or the box labeled “Special Delivery Instructions” in the Letter of Transmittal, or (b) for the account of an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal.

      If a Share Certificate is registered in the name of a person other than the signer of the Letter of Transmittal or if payment is to be made to, or Certificates for those Shares not tendered or not accepted for payment are to be returned to, a person other than the registered holder of the certificates surrendered, then the tendered Certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holders or owners appear on the Share Certificate, with the signature(s) on the certificates or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

      If Certificates for Shares are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal must accompany each delivery of Certificates.

      Guaranteed Delivery. If a shareholder desires to tender Shares pursuant to the Offer and the Certificates are not immediately available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Depositary prior to the Expiration Date, your Shares may nevertheless be tendered if the following guaranteed delivery procedures are complied with:

•  such tender is made by or through an Eligible Institution;

•  a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, is received by the Depositary, as provided below, prior to the Expiration Date; and

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•  the Certificates (or a Book-Entry Confirmation) representing all tendered Shares, in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of a Letter of Transmittal), and any other documents required by the Letter of Transmittal are received by the Depositary within three trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which Nasdaq is open for business.

      The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail (or if sent by a Book-Entry Transfer Facility, a message transmitted through electronic means in accordance with the usual procedures of the Book-Entry Transfer Facility and the Depositary; provided, however, that if such notice is sent by a Book-Entry Transfer Facility through electronic means, it must state that the Book-Entry Transfer Facility has received an express acknowledgment from the participant on whose behalf such notice is given that such participant has received and agrees to become bound by the form of such notice) to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery made available by Purchaser.

      Other Requirements. Notwithstanding any other provision hereof, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of (1) Certificates for Shares (or a timely Book-Entry Confirmation), (2) a properly completed and duly-executed Letter of Transmittal, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of a Letter of Transmittal) and (3) any other documents required by the Letter of Transmittal. Accordingly, tendering shareholders may be paid at different times depending upon when Certificates for Shares or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. Under no circumstances will interest be paid on the Per-Share Amount to be paid by Purchaser for the Shares, regardless of any extension of the Offer or any delay in making such payment.

      Appointment as Proxy. By executing the Letter of Transmittal (or, in the case of a book-entry transfer, an Agent’s Message in lieu of a Letter of Transmittal), the tendering shareholder will irrevocably appoint designees of Purchaser as such shareholder’s agents and attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such shareholder’s rights with respect to the Shares tendered by such shareholder and accepted for payment by Purchaser and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares on or after the date of this Offer to Purchase. All such proxies will be considered coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, Purchaser accepts for payment Shares tendered by such shareholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such shareholder with respect to such Shares or other securities or rights will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given by such shareholder (and, if given, will not be deemed effective). The designees of Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including, without limitation, in respect of any regular, special or adjourned meeting of Norstan’s shareholders, actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of such Shares, Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares and other related securities or rights, including voting at any meeting of shareholders. The Offer does not constitute a solicitation of proxies.

      Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares, including questions as to the proper completion or execution of any Letter of Transmittal, Notice of Guaranteed Delivery or other required documents and as to the proper form for transfer of any certificate of Shares, shall be resolved by Purchaser, in its sole discretion, whose determination shall be final and binding. Purchaser shall have the absolute right to

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determine whether to reject any or all tenders not in proper or complete form or to waive any irregularities or conditions, and Purchaser’s interpretation of the Offer to Purchase, the Letter of Transmittal and the instructions thereto and the Notice of Guaranteed Delivery (including, without limitation, the determination of whether any tender is complete and proper) shall be final and binding. No tender of Shares will be deemed to have been validly made until all debts or irregularities relating thereto have been cured or waived. None of Black Box, Purchaser or any of their respective affiliates or assigns, the Dealer Manager, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

      Backup Withholding. Under United States federal income tax law, the Depositary may be required to withhold and pay over to the U.S. Internal Revenue Service (the “IRS”) a portion of the amount of any payments made pursuant to the Offer. In order to avoid “backup withholding” of U.S. federal income tax on payments of cash pursuant to the Offer, a shareholder surrendering Shares in the Offer must, unless an exemption applies, provide the Depositary with such shareholder’s correct taxpayer identification number (“TIN”) on a Substitute Form W-9, and certify under penalties of perjury that such TIN is correct, as well as providing certain other certifications. If a shareholder does not provide such shareholder’s correct TIN or fails to provide the required certifications, the IRS may impose a penalty on such shareholder and payment of cash to such shareholder pursuant to the Offer may be subject to backup withholding of 28%. All Norstan shareholders surrendering Shares pursuant to the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of the Letter of Transmittal to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to Purchaser and the Depositary). Certain shareholders (including, among others, all corporations) are not subject to backup withholding. Noncorporate foreign shareholders should complete and sign the main signature form included as part of the Letter of Transmittal and an appropriate Form W-8 (instead of a Form W-9) a copy of which may be obtained from the Depositary, in order to avoid backup withholding. See Instruction 8 to the Letter of Transmittal.

4. Withdrawal Rights

      Other than during a Subsequent Offering Period, Shares that you have tendered into the Offer may be withdrawn (pursuant to the procedures set forth below) at any time on or prior to the Expiration Date (including by extension of such date) and, unless theretofore accepted for payment and paid for by Purchaser pursuant to the Offer, may also be withdrawn at any time after February 20, 2005.

      If, for any reason, acceptance for payment of any Shares tendered in the Offer is delayed, or Purchaser is unable to accept for payment or pay for Shares tendered in the Offer, then, without prejudice to Purchaser’s rights set forth in this Offer to Purchase, the Depositary may, nevertheless, on Purchaser’s behalf, retain Shares that have been tendered, and such Shares may not be withdrawn except to the extent that such tendering shareholder is entitled to and duly exercise withdrawal rights as described in this Section 4 — “Withdrawal Rights.” Any such delay will be by an extension of the Offer to the extent required by applicable law and the regulations of the SEC.

      For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase and must specify the name of the person who tendered the Shares to be withdrawn, the number and type of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If Certificates have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the tendering shareholder must also submit the serial numbers shown on the particular certificates evidencing such Shares and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 — “Procedure for Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the appropriate Book-Entry Transfer Facility to be credited with the withdrawn Shares and

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otherwise comply with such Book-Entry Transfer Facility’s procedures. You may not rescind a withdrawal of Shares. Any Shares properly withdrawn will no longer be considered properly tendered for purposes of the Offer. However, withdrawn Shares may be tendered again any time prior to the Expiration Date following one of the procedures described in Section 3 — “Procedure for Tendering Shares.”

      No withdrawal rights will apply to Shares tendered into a Subsequent Offering Period under Rule 14d-11 of the Exchange Act.

      All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its sole discretion, which determination will be final and binding. None of Black Box, Purchaser, or any of their respective affiliates or assigns, the Dealer Manager, the Information Agent, the Depositary, or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

      The method for delivery of any documents related to a withdrawal is at the risk of the withdrawing shareholder. Any documents related to a withdrawal will be deemed delivered only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. See Section 3 — “Procedure for Tendering Shares.”

5. Certain United States Federal Income Tax Consequences

      The following is a summary of certain United States federal income tax consequences of the Offer and the Merger to holders of Shares whose Shares are, respectively, sold pursuant to the Offer or converted into the right to receive cash in the Merger. This discussion is for general information purposes only and does not address all aspects of United States federal income taxation that may be relevant to particular holders of Shares in light of their specific investment or tax circumstances. The tax consequences to any particular shareholder may differ depending on that shareholder’s own circumstances and tax position. The discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations issued thereunder, and administrative and judicial interpretations thereof, all as in effect as of the date hereof and all of which are subject to change, possibly with retroactive effect. This discussion applies only to holders who hold Shares as “capital assets” within the meaning of section 1221 of the Code, and does not apply to holders who acquired their Shares pursuant to the exercise of employee stock options or otherwise as compensation. In addition, this discussion does not apply to certain types of holders subject to special tax rules including, but not limited to, non-United States persons, insurance companies, tax-exempt organizations, financial institutions, brokers or dealers, holders who perfect their dissenters’ rights, if any, or persons who held their Shares as a part of a straddle, hedge, conversion, or other integrated investment. The tax consequences of the Offer and the Merger to holders who hold their Shares through a partnership or other pass-through entity generally will depend upon such holder’s status for United States federal income tax purposes.

      Each holder is urged to consult such holder’s tax advisor regarding the specific United States federal, state, local and foreign income and other tax consequences of the Offer and the Merger in light of such holder’s specific tax situation.

      The receipt of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction for United States federal income tax purposes and may also be a taxable transaction under state, local, or foreign tax laws. In general, a holder who receives cash in exchange for Shares pursuant to the Offer or the Merger will recognize gain or loss for United States federal income tax purposes equal to the difference, if any, between the amount of cash received and the holder’s tax basis in the Shares exchanged. Gain or loss will be determined separately for each block of Shares (i.e., Shares acquired at the same time and price) exchanged pursuant to the Offer or the Merger. Such gain or loss will generally be capital gain or loss and generally will be long-term capital gain or loss if such Shares have been held for more than one year at the time of disposition. Tendering noncorporate shareholders generally will be eligible for a maximum United States federal income tax rate of 15% of any long-term gains. Any claim of a deduction in respect of a capital loss is subject to limitations.

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      A shareholder (other than certain exempt shareholders including, among others, all corporations and certain foreign individuals) that tenders Shares may be subject to backup withholding. See “Backup Withholding” under Section 3 — “Procedure for Tendering Shares.” Each shareholder should complete and sign the Substitute Form W-9 included as part of the Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding.

6. Price Range of the Shares; Dividends

      The Shares are traded over Nasdaq under the symbol “NRRD.” The following table sets forth, for each of the periods indicated, the high and low reported sale prices per share of the Shares on Nasdaq during each quarter presented.

Norstan, Inc.

		High		Low
Fiscal 2003
	First Quarter	$	7.23	$	2.71
	Second Quarter	$	3.95	$	2.18
	Third Quarter	$	5.27	$	2.70
	Fourth Quarter	$	3.91	$	2.51
Fiscal 2004
	First Quarter	$	4.09	$	3.02
	Second Quarter	$	4.39	$	2.47
	Third Quarter	$	4.10	$	2.45
	Fourth Quarter	$	4.00	$	2.55
Fiscal 2005
	First Quarter	$	3.23	$	2.54
	Second Quarter	$	4.78	$	2.33

      On December 17, 2004, the last full day of trading prior to the date of the Merger Agreement, the reported closing price at the closing of regular trading hours of Nasdaq for the Shares was $4.80 per share. On December 22, 2004, the last full trading day prior to the date of this Offer to Purchase, the reported closing price at the closing of regular trading hours of Nasdaq for the Shares was $5.54 per share. Norstan’s fiscal year ends on April 30 of each year.

      Shareholders are urged to obtain current market quotations for their Shares.

      Dividends. Purchaser has been advised by Norstan that Norstan has not declared or paid any cash dividends during any of the periods indicated in the above table and that it does not intend to declare or pay any cash dividends on its Shares in the foreseeable future.

      Under the terms of the Merger Agreement, Norstan may not declare, pay, or set aside any dividends on or make any other distributions in respect of any of the Shares without the prior written consent of Black Box, from the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement or the Effective Time.

7. Possible Effect of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration; Margin Regulations

      Market for the Shares. The purchase of Shares pursuant to the Offer will reduce the number of holders of Company Common Stock and reduce the number of Shares that might otherwise trade publicly, which could adversely affect the liquidity and market value of the remaining Shares held by the public. Neither Black Box nor Purchaser can predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for or marketability

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of the Shares or whether it would cause future market prices to be greater or less than the Per-Share Amount.

      Nasdaq Listing. Purchaser intends to cause the Shares to be delisted from Nasdaq promptly upon completion of the Merger. Even if the Merger is not completed, depending upon the number of Shares tendered to and purchased by Purchaser in the Offer, the Shares may no longer meet the requirements of the National Association of Securities Dealers for continued inclusion on Nasdaq, which requires that an issuer either:

  (i)  have at least 750,000 publicly held shares, held by at least 400 round lot shareholders, with a market value of at least $5,000,000, have at least two market makers, have shareholders’ equity of at least $10 million, and have a minimum bid price of $1; or

(ii)  have at least 1,100,000 publicly held shares, held by at least 400 round lot shareholders, with a market value of at least $15,000,000, have a minimum bid price of $1, have at least four market makers and have either (1) a market capitalization of at least $50,000,000 or (2) a total of at least $50,000,000 in assets and revenues, respectively.

      If Nasdaq ceased publishing quotations for the Shares, it is possible that the Shares would continue to trade in the over-the-counter market and that price or other quotations would be reported by other sources. The extent of the public market for the Shares and the availability of such quotations would depend, however, upon such factors as the number of shareholders and the aggregate market value of the Shares available in the public market at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act as described below, and other factors. Purchaser cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability of, the Shares, or whether it would cause future market prices to be greater or lesser than the price Purchaser is currently offering.

      Exchange Act Registration. The Company Common Stock is currently registered under the Exchange Act. Such registration may be terminated upon application of Norstan to the SEC if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of registration of the Shares under the Exchange Act, assuming there are no other securities of Norstan subject to registration, would substantially reduce the information required to be furnished by Norstan to its shareholders and to the SEC and would make certain provisions of the Exchange Act no longer applicable to Norstan, such as the short-swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy or information statement pursuant to Section 14(a) or 14(c), in connection with shareholders’ meetings and the related requirement of furnishing an annual report to shareholders. Furthermore, the ability of “affiliates” of Norstan and persons holding “restricted securities” of Norstan to dispose of such securities pursuant to Rule 144 or Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”), may be impaired or eliminated. Black Box and Purchaser intend to seek to cause Norstan to apply for termination of registration of the Common Stock under the Exchange Act as soon as is practical after the completion of the Offer if the requirements for such termination are met, as Black Box and Purchaser believe that the purchase of the Shares pursuant to the Offer may result in the Shares becoming eligible for deregistration under the Exchange Act.

      Margin Regulations. The Shares are currently “margin securities” under Regulations G, U and X (the “Margin Regulations”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which regulations have the effect, among other things, of allowing brokers to extend credit for the purpose of buying, carrying or trading in margin securities, including the Shares, if the credit is secured directly or indirectly by margin securities. Such secured credit may not be extended or maintained in an amount that exceeds the maximum loan value of all the direct and indirect collateral securing the credit, including margin securities and other collateral. Depending on factors such as the number of record holders of Shares and the number and market value of publicly held Shares, following the purchase of Shares pursuant to the Offer, the Shares may no longer constitute “margin securities” for purposes of the Margin Regulations and, therefore, could no longer be used as collateral for loans made by

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brokers. In addition, if registration of the Shares under the Exchange Act were terminated, the Shares would no longer constitute “margin securities.”

8. Certain Information Concerning Norstan

      Norstan is a Minnesota corporation with its principal executive offices at 5101 Shady Oak Road, Minnetonka, Minnesota 55343. Norstan’s telephone number is (952) 352-4000. Norstan is a full-service communication solutions company that delivers voice and data technologies and services, as well as remanufactured equipment. The Company also provides software and converged solutions and communication services such as project management, implementation, field delivery, voice and data network monitoring and managed professional services.

      Norstan is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is obligated to file reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. Such reports, proxy statements and other information are available for inspection at the public reference facilities of the SEC located at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such information are obtainable by mail upon payment of the SEC’s customary charges, by writing to the SEC’s principal office at 450 Fifth Street, N.W., Washington, 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Norstan’s SEC filings are also available to the public from commercial document retrieval services or at the Internet Web site maintained by the SEC: http://www.sec.gov.

9. Certain Information Concerning Black Box and Purchaser

      Black Box and Purchaser. Black Box is a Delaware corporation with its principal executive offices located at 1000 Park Drive, Lawrence, Pennsylvania 15055. Black Box’s telephone number is (724) 746-5500. Black Box offers one-source network infrastructure services for data networks (including structured cabling for wired and wireless systems), voice systems (including new and upgraded telephone systems) and 24/7/365 hotline technical support for more than 95,000 network infrastructure products that it sells through its catalog, Internet Web site and on-site services offices.

      Purchaser’s principal executive offices are located at 1000 Park Drive, Lawrence, Pennsylvania 15505. Purchaser is a newly formed Minnesota corporation and a wholly owned subsidiary of Black Box. Purchaser was created for the purpose of effecting the Offer and the Merger. Black Box owns all of the outstanding capital stock of Purchaser.

      The name, business address, citizenship, present principal occupation and five-year employment history of each of the directors and executive officers of Black Box and Purchaser are set forth in Schedule I hereto.

      None of the persons listed in Schedule I to this Offer to Purchase has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the persons listed in Schedule I to this Offer to Purchase has, during the past five years, been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment decree or final order enjoining the person from future violations of, or prohibiting activities subject to, United States federal or state securities laws, or a finding of any violation of United States federal or state securities laws.

      Except as set forth elsewhere in this Offer to Purchase, or in Schedule I to this Offer to Purchase: (a) neither Black Box nor, to Black Box’s knowledge, any of the persons listed in Schedule I to this Offer to Purchase or any associate or majority owned subsidiary of Black Box or of any of the persons so listed, beneficially owns or has a right to acquire any Shares or any other equity securities of Norstan, (b) neither Black Box nor, to Black Box’s knowledge, any of the persons or entities referred to in clause (a) above or any of their executive officers, directors or subsidiaries has effected any transaction in the Shares or any other equity securities of Norstan during the past 60 days, (c) neither Black Box nor, to Black Box’s knowledge, any of the persons listed in Schedule I to this Offer to Purchase, has any contract,

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arrangement, understanding or relationship with any other person with respect to any securities of Norstan (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss, or the giving or withholding of proxies, consents or authorizations), (d) since December 23, 2002, there have been no transactions that would require reporting under the rules and regulations of the SEC between Black Box or any its subsidiaries, or, to Black Box’s knowledge, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and Norstan or any of its executive officers, directors or affiliates, on the other hand, and (e) since December 23, 2002, there have been no contacts, negotiations or transactions between Black Box or any of its subsidiaries, or, to Black Box’s knowledge, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and Norstan or any of its subsidiaries or affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets.

      Black Box is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is obligated to file reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. Such reports, proxy statements and other information are available for inspection at the public reference facilities of the SEC located at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such information are obtainable by mail upon payment of the SEC’s customary charges, by writing to the SEC’s principal office at 450 Fifth Street, N.W., Washington, 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Black Box’s SEC filings are also available to the public from commercial document retrieval services or at the Internet Web site maintained by the SEC: http://www.sec.gov.

10. Background of the Offer; Past Contacts or Negotiations between Black Box and Norstan

      On October 28, 2003, Fred C. Young, Black Box’s Chief Executive Officer, Michael McAndrew, Black Box’s Chief Financial Officer, and Terry Blakemore, Black Box’s General Manager, attended a presentation by the Company’s management regarding the Company. Present for the Company were its former Chief Executive Officer and Scott G. Christian, then the Company’s Chief Financial Officer. On November 6, 2003, Mr. Blakemore again visited the Company and met with certain members of management. By non-binding letter dated November 6, 2003, Black Box informed Norstan’s Financial Advisor that, subject to due diligence, including analysis of potential synergies and integration issues, Black Box would consider acquiring the Company at a premium of 20% to 30% of the trading price of the Company’s stock as of that date. Black Box was subsequently notified that the Company had entered into an exclusivity agreement with another bidder and discussions of a possible acquisition of the Company by Black Box ceased at that time.

      On September 14, 2004, Mr. Young called Mr. Christian, who had by then become the Company’s Chief Executive Officer, to inquire as to whether there was any interest in discussing a possible acquisition of the Company by Black Box. Mr. Christian indicated that he would not attempt to prevent Black Box from making a serious offer for a potential transaction. Accordingly, Messrs. Christian and Young agreed to meet to discuss a potential transaction.

      On September 21, 2004, Black Box and the Company signed a confidentiality agreement (the “Confidentiality Agreement”) and Mr. Young and Mr. Blakemore met with Mr. Christian in Minneapolis, Minnesota to discuss a potential acquisition of the Company. Mr. Young inquired as to whether the Company had any interest in a transaction. Mr. Christian indicated that, while the Company would evaluate any offer, it was not seeking to engage in a transaction, and the Company would consider an offer only if management believed that the price was adequate. Following the September meeting with Mr. Christian, Mr. Young had discussions with members of Black Box’s Board of Directors regarding the Company.

      On September 30, 2004, Mr. Young telephoned Mr. Christian to inform him that, after consideration, Black Box was willing to indicate its interest in engaging potential transaction with Norstan. Mssrs. Young

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and Christian discussed the basic structure and terms and conditions of the potential transaction proposed by Black Box. Mssrs. Young and Christian also discussed other terms, including price. Mr. Christian requested that Mr. Young prepare a letter setting forth the price and other terms in writing and Mr. Young agreed to send a letter evidencing Black Box’s intention to pursue such a potential transaction with Norstan.

      Consequently, on October 1, 2004, Mr. Young provided Mr. Christian with a non-binding letter indicating Black Box’s preliminary interest, subject to due diligence and other conditions, based on a total enterprise value of $90 million. This indication of interest letter also included other deal terms and indicated the proposal remained effective until October 15, 2004.

      Between October 1, 2004 and October 15, 2004, Black Box, the Company and Norstan’s Financial Advisor engaged in discussions and exchanged drafts of a non-binding term sheet and indication of interest letter, and Norstan’s Financial Advisor provided Black Box with information regarding Black Box’s enterprise value proposal. On October 15, 2004, Black Box provided the Company with a non-binding letter indicating, on a preliminary basis and subject to due diligence and other terms and conditions, an interest in acquiring the Company at a price of $5.75 per Share, representing an enterprise value of approximately $98 million.

      Based on Black Box’s indication of interest, the Company agreed that Black Box could conduct limited due diligence for a two week period in order to determine whether a potential transaction could be achieved. On October 25, 2004, representatives of Black Box traveled to the Company’s offices in Minnetonka, Minnesota to perform preliminary due diligence. In connection with such due diligence, Mr. Young met with Mr. Christian. In addition, Mr. Young and Mr. Blakemore met with representatives of Norstan’s Financial Advisor regarding potential synergies that could result from a combination of Black Box and the Company. On October 29, 2004, Mr. Young had additional discussions with Mr. Christian regarding certain matters, including the potential synergies of an acquisition of the Company by Black Box, the strategic impact of the transaction, recent developments concerning the Company’s business, change-of-control agreements and other severance arrangements with the Company’s executive management team. On November 1, 2004, Mr. Young again met with Mr. Christian at the Company’s headquarters for further discussions.

      On November 9, 2004, Mr. Young and other representatives of Black Box discussed a potential acquisition of the Company with Black Box’s Board of Directors.

      On November 11, 2004, Mr. Young met with Paul Baszucki, the Chairman of the Board of Directors of the Company, in Minneapolis, regarding Black Box and the future of a potential combined company.

      On November 15, 2004, representatives of Black Box, the Company, Norstan’s Financial Advisor and Black Box’s and the Company’s outside legal counsel conducted a telephone conference to discuss a process for moving toward a transaction, including additional due diligence by Black Box.

      On November 16, 2004, Christopher H. Gebhardt, Black Box’s General Counsel, along with outside counsel for Black Box and outside counsel for the Company, discussed various matters regarding a proposed transaction including structure, representations and warranties, termination rights, termination fees, liquidation fees and other matters regarding the documentation of a transaction. Subsequent to that call, Black Box received an exclusivity letter executed by the Company granting Black Box the exclusive right to negotiate a potential transaction until January 10, 2005 (the “Exclusivity Letter”). The Exclusivity Letter included a non-binding term sheet proposing a price of $5.75 per Share, representing an enterprise value of approximately $98 million.

      On November 17, 2004, representatives of Black Box, including its legal and other advisors, commenced additional due diligence regarding the Company at the Company’s headquarters in Minnesota. At that time, members of the executive management teams of the Company and Black Box, including Mr. Young and Mr. Christian, met to discuss strategic plans that could result from an acquisition of the Company by Black Box. On November 18, 2004, Black Box’s counsel provided the Company’s counsel with a draft of certain provisions of the merger agreement regarding exclusivity, rights to terminate,

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termination fees and liquidated damages. On November 23, 2004, the Company’s counsel delivered to Black Box a draft of the merger agreement.

      On December 3, 2004, legal advisors to Black Box circulated drafts of a form of tender and voting agreement to be executed and delivered by the Company’s directors and executive officers, pursuant to which they would agree to tender their Shares in the offer, and a stock option agreement in favor of Black Box. The legal advisors and management for both companies continued to negotiate provisions of such agreements.

      On December 6, 2004, Mr. Christian met with certain members of Black Box’s Board of Directors and toured Black Box’s facilities in Pittsburgh, Pennsylvania. On December 7, 2004, Mr. Young and other members of the Black Box management team met with Mr. Christian and other members of the Company’s executive management team. During that week, Black Box continued its due diligence of the Company and management teams from the Company and Black Box held numerous discussions regarding the potential cost savings and other benefits of engaging in the transaction. The parties also discussed various post-transaction strategies for integrating the combined companies and operating the business. At that time, legal counsel for the Company and Black Box continued negotiation of the definitive agreements.

      On December 9, 2004, Mr. Young met with the Company’s Board of Directors and discussed Black Box’s business and operations as well as potential synergies of a transaction. On December 10, 2004, Mr. Young and members of the Black Box management team met with the Company management team to discuss product planning for a combined entity. Mr. Young also met with certain members of Company management to discuss certain management compensation issues, including severance arrangements, a waiver of management’s existing change-in-control provisions and new non-compete and non-solicitation covenants that would be required by Black Box.

      On December 11, 2004, Black Box’s management team met to discuss their ongoing due diligence and certain contingent liabilities regarding the Company. Pursuant to those discussions and conclusions, Black Box’s legal advisors contacted the Company’s legal advisors and informed them that Black Box was reducing its indicated price to $5.25 per Share. Discussions regarding price and other outstanding issues continued and, as of December 14, 2004, the Company indicated to Black Box that it would be willing to consider a transaction at $5.60 per Share.

      On December 15, 2004, the Black Box Board of Directors met to consider the transaction. In connection with such consideration, Black Box’s management team presented information to the Black Box Board of Directors, including information regarding Black Box’s due diligence, business review, strategic planning, and the proposed terms of the merger agreement. Following extensive presentations and discussions, Black Box’s Board of Directors authorized and approved an acquisition of the Company at not more than $5.60 per Share. Following the meeting of Black Box’s Board of Directors, Mr. Young indicated to Mr. Christian that, subject to resolving any outstanding issues, Black Box was willing to offer $5.60 per Share to acquire the Company. Mr. Christian indicated to Mr. Young that $5.60 per share was acceptable to Norstan.

      From December 16, 2004 through December 20, 2004, representatives of the Company and Black Box and their advisors continued to negotiate remaining issues on the proposed transaction. On December 20, 2004, at approximately 4:30 p.m., Eastern Standard Time, the parties executed and delivered the Merger Agreement, the Option Agreement and the Tender Agreement. Immediately thereafter, Black Box and the Company issued a joint press release relating to the proposed Offer and Merger. On December 23, 2004, in accordance with the Merger Agreement, Black Box commenced the Offer.

11. Purpose of the Offer; Shareholder Approval; Short Form Merger; “Going Private” Transactions; Dissenters’ Rights; Plans for Norstan

      Purpose of the Offer. The purpose of the Offer is to enable Black Box to acquire control of, and the entire equity interest in, Norstan. The Offer is being made pursuant to the Merger Agreement and is

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intended to facilitate the acquisition of all of the Shares and increase the likelihood that the Merger will be effected. The purpose of the Merger is to acquire all outstanding Shares not purchased pursuant to the Offer. The transaction structure includes the Merger in order to ensure the acquisition by Black Box of all the outstanding Shares.

      If the Merger is consummated, Black Box’s common equity interest in Norstan would increase to 100% and Black Box would be entitled to all the benefits resulting from that interest. These benefits include complete management with regard to the future conduct of Norstan’s business and any increase in its value. Similarly, Black Box will also bear the risk of any losses incurred in the operation of Norstan and any decrease in the value of Norstan.

      Norstan shareholders who sell their Shares in the Offer will cease to have any equity interest in Norstan and to participate in any future growth. Similarly, the shareholders of Norstan will not bear the risk of any decrease in the value of the Company after selling their Shares in the Offer or the subsequent Merger. If the Merger is consummated, the shareholders of Norstan will have only the right to receive the Merger Consideration (as defined below) pursuant to the Merger Agreement. See Section 13 — “The Merger Agreement and Other Agreements.”

      Shareholder Approval. Generally, under the MBCA, the approval of an affirmative vote of the holders of a majority of the outstanding shares of common stock is required to adopt and approve a merger agreement and subsequent merger of a company. Norstan has represented in the Merger Agreement that the execution and delivery of the Merger Agreement by Norstan and the consummation by Norstan of the transactions contemplated thereby, including the Offer and the Merger, have been duly and validly authorized by the Company’s Board of Directors. Norstan has also represented that no other corporate action is necessary by the Company or any of its subsidiaries to authorize the execution or delivery of the Merger Agreement and to consummate any transactions contemplated by the Merger Agreement, other than a vote of the Company’s shareholders to adopt the Merger Agreement in accordance with the MBCA.

      In addition, Norstan has represented that, if required under applicable law, the affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the shareholders’ meeting (called for the purpose of adopting the Merger Agreement) (the “Company Shareholder Meeting”) and entitled to vote (the “Required Company Shareholder Vote”), is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt the Merger Agreement, approve the Merger or consummate any or the other transactions contemplated by the Merger Agreement. Therefore, unless the Merger is consummated pursuant to the Short Form Merger (as defined below) provisions under the MBCA described below (in which case no further corporate action by the Norstan shareholders will be required to complete the Merger), the only remaining required corporate action of Norstan would be the approval of the Merger Agreement and the transactions contemplated thereby by the affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for Company Shareholder Meeting, for which Norstan has agreed to take all action necessary under all applicable law to call, give notice of and hold, as promptly as practicable following the Offer Closing Date (as defined below).

      Each of Black Box and the Company have agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by the Merger Agreement, the Tender Agreement and the Option Agreement.

      Short Form Merger. Section 302A.621 of the MBCA provides that, if a corporation owns at least 90% of the outstanding shares of each class of another corporation, the corporation holding such stock may merge the subsidiary corporation into itself without any action or vote on the part of the shareholders of such other corporation (such merger, a “Short Form Merger”). In the event that Black Box, Purchaser and any other subsidiaries of Black Box acquire in the aggregate at least 90% of the outstanding Shares pursuant to the Offer or otherwise, then, a Short Form Merger could be effected, subject to compliance with the provisions of Section 302A.621 of the MBCA. If Purchaser owns at least 80% of the outstanding

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Shares following consummation of the Offer, Purchaser could exercise the Option described in Section 13 — “The Merger Agreement and Other Agreements” or seek to purchase additional Shares (in the open market or otherwise) in order to reach the 90% threshold and employ a Short Form Merger. The parties have agreed that the per share consideration paid for any Shares acquired under the Option would be $5.60 per Share (the same as the Per-Share Amount). Black Box presently intends to effect a Short Form Merger if permitted to do so under the MBCA.

      “Going Private” Transactions. The SEC has adopted Rule 13e-3, promulgated under the Exchange Act (“Rule 13e-3”), which is applicable to certain “going private” transactions and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which Purchaser seeks to acquire the remaining Shares not held by it. However, Rule 13e-3 would not be applicable if: (1) the Shares are deregistered under the Exchange Act prior to the Merger or other business combination or (2) the Merger or other business combination is consummated within one year after the purchase of the Shares pursuant to the Offer and the amount paid per Share in the Merger or other business combination is at least equal to the Per-Share Amount in the Offer. Purchaser believes that Rule 13e-3 will not be applicable to the Merger because it is anticipated that the Merger will be effectuated within one year following the consummation of the Offer and, in the Merger, shareholders will receive the same price per Share as paid in the Offer. If applicable, Rule 13e-3 requires, among other things, that certain financial information concerning Norstan and certain information relating to the fairness of the proposed transaction and the consideration offered to minority shareholders be filed with the SEC and disclosed to shareholders prior to consummation of the transaction.

      Dissenters’ Rights. No dissenters’ rights are available in connection with the Offer. However, if the Merger is consummated, holders of the Shares at either (1) the record date for the Company Shareholder Meeting or (2) the Effective Time (in the case of a Short Form Merger) will have certain rights pursuant to the provisions of Sections 302A.471 and 302A.473 of the MBCA, including the right to dissent and to receive payment in cash of the fair value of their Shares. Dissenting Norstan shareholders who comply with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their Shares and to receive payment of such statutory value in cash, together with a statutory rate of interest thereon. Any such judicial determination of the fair value of the Shares could be based upon factors other than, or in addition to, the price per Share to be paid in the Merger or the market value of the Shares. The value so determined could be more or less than, or the same as, the price per Share to be paid in the Merger.

      The foregoing summary of the dissenters’ rights available under the MBCA does not purport to be a complete statement of the procedures to be followed by the shareholders desiring to exercise any dissenters’ rights available under the MBCA. The preservation and exercise of dissenters’ rights require strict adherence to the applicable provisions of the MBCA. If a shareholder withdraws or loses its right to dissenters’ rights, such holder’s shares will automatically be converted into, and represent only the right to receive, the Merger Consideration, without interest. See Annex B for the complete text of the MBCA’s dissenters’ rights provisions.

      Plans for Norstan. In connection with the Offer, Black Box and Purchaser have reviewed and will continue to review various possible business strategies that they might consider in the event that Purchaser acquires control of Norstan, whether pursuant to the Offer, the Merger or otherwise. Upon the consummation of the Merger, Norstan will become a wholly owned subsidiary of Black Box and will operate under the direction of Black Box’s management as “Norstan, Inc. d/ b/ a Black Box Network Services.”

      Except as disclosed in this Offer to Purchase, neither Black Box nor Purchaser has any present plan or proposal: (1) to effect an extraordinary corporate transaction, such as a merger, reorganization, liquidation or dissolution under consideration involving Norstan; (2) for the sale or transfer of a material amount of assets of Norstan; (3) for any person to acquire additional securities of Norstan, or to dispose of securities of Norstan; (4) to change the location of Norstan’s principal place of business or its principal executive office or of a material portion of its business activities; (5) to change materially Norstan’s

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charitable or community contributions or related policies, programs, or practices; (6) to change materially Norstan’s relationship with suppliers or customers or the communities in which it operates; or (7) make any other material change in Norstan’s business, corporate structure, management or personnel. After the purchase of the Shares by Purchaser pursuant to the Offer, Black Box may appoint its representatives to the Board of Directors of Norstan in proportion to its ownership of the outstanding Shares, as described below under the caption “Changes to the Company’s Board of Directors” in Section 13 — “The Merger Agreement and Other Agreements.” Black Box and Purchaser intend to seek to cause Norstan to apply for termination of registration of Shares under the Exchange Act as soon after the completion of the Offer as the requirements for such termination are met.

      Black Box will continue to evaluate and review Norstan and its business, assets, corporate structure, capitalization, operations, properties, policies, management and personnel with a view toward determining how optimally to realize any potential benefits which arise from the consolidation of the operations of Norstan with those of the other business units and subsidiaries of Black Box. Such evaluation and review is ongoing and is not expected to be completed until after the consummation of the Offer and Merger. If, as and to the extent that Black Box acquires control of Norstan, Black Box will complete such evaluation and review of the Company and will determine what, if any, changes would be desirable in light of the circumstances and the strategic business portfolio which then exist. Such changes could include, among other things, restructuring the Company through changes in its business, corporate structure, articles of incorporation, by-laws, capitalization or management or could involve consolidating and streamlining certain operations and reorganizing other businesses and operations. Accordingly, Black Box and Purchaser reserve the right to change their plans and intentions at any time, as they deem appropriate.

      Black Box, Purchaser or an affiliate of Black Box may, following the consummation or termination of the Offer, seek to acquire additional Shares through open market purchases, privately negotiated transactions, a tender offer or exchange offer or otherwise, upon such terms and at such prices as they will determine, which may be more or less than the price paid in the Offer.

12. Dividends and Distributions

      The Merger Agreement provides that, without the prior written consent of Black Box, the Company will not, and will not permit any of its subsidiaries to, prior to the closing of the Merger: split, combine or reclassify any shares of its capital stock or declare, pay or set aside any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, other than dividends or distributions to the Company or any of its subsidiaries; or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any shares of its capital stock or other securities.

13. The Merger Agreement and Other Agreements

The Merger Agreement

      The following summary of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement itself. A copy of the Merger Agreement has been filed with the SEC by Black Box and by Purchaser, pursuant to Rule 14d-3 under the Exchange Act, as Exhibit (d)(l) to the Tender Offer Statement on Schedule TO (together with any amendments, supplements, schedules, annexes and exhibits hereto, the “Schedule TO”). The Merger Agreement may be examined and copies may be obtained at the places and in the manner set forth in Section 9 — “Certain Information Concerning Black Box and Purchaser.” All Norstan shareholders and other interested parties should read the Merger Agreement in its entirety for a more complete description of the provisions summarized below. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Merger Agreement.

      The Offer. The Merger Agreement provides that Purchaser will commence the Offer within five business days of the date of the Merger Agreement, and that, upon the terms and subject to prior satisfaction or waiver of the conditions of the Offer as described in Section 14 — “Conditions of the

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Offer,” Purchaser will purchase all Shares validly tendered and not withdrawn pursuant to the Offer. The Merger Agreement provides that, without the prior written consent of Norstan, Purchaser will not:

•  amend or waive the Minimum Condition;

•  change the form of consideration payable in the Offer;

•  reduce the Per-Share Amount to be paid in the Offer;

•  change the number of Shares sought in the Offer;

•  impose additional conditions to the Offer (other than the Minimum Condition and the other conditions described in Section 14 — “Conditions of the Offer”);

•  extend the expiration date of the Offer beyond its initial expiration date, except under the circumstances described above and set forth in Section 1.1(d) of the Merger Agreement; or

•  amend any existing conditions of the Offer in any manner adverse to the holders of the Shares.

      If on any scheduled Expiration Date (as it may be extended in accordance with the terms of the Merger Agreement), any of the conditions set forth in Section 14 — “Conditions of the Offer” have not been satisfied or waived, Purchaser shall, at the request of the Company, extend the Offer once for not more than 10 business days. Also, Purchaser may extend the Offer, one or more times: (A) if any of the conditions to Purchaser’s obligation to purchase Shares in the Offer have not been satisfied or waived, for a time period reasonably necessary to cause such condition or conditions to be satisfied; (B) for an aggregate period of 20 business days or less, if the number of Shares tendered and not withdrawn (excluding Shares tendered through guaranteed delivery where actual delivery has not occurred) as of the then-scheduled expiration date of the Offer plus Parent-Owned Shares as of such date, is greater than a majority of the Fully Diluted Number of Company Shares, but less than the 90% threshold necessary for a Short Form Merger; and (C) for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer. Finally, Purchaser may, at its option and without consent, provide for a Subsequent Offering Period, and any extensions thereof, pursuant to Regulation 14D under the Exchange Act. See also Section 1 — “Terms of the Offer.”

      The Merger. The Merger Agreement provides that, following the consummation of the Offer and subject to the terms and conditions thereof, at the Effective Time:

•  Purchaser will be merged with and into Norstan in accordance with the MBCA and, as a result of the Merger, the separate corporate existence of Purchaser will cease;

•  Norstan will continue as the surviving corporation (the “Surviving Corporation”) of the Merger and will continue to be governed by the laws of the State of Minnesota; and

•  all property of the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations and duties of the Company and Purchaser shall become the debts, liabilities, obligations and duties of the Surviving Corporation.

      Aside from the Minimum Condition and the other conditions set forth in Section 14 — “Conditions of the Offer,” the respective obligations of each of Black Box, Purchaser and the Company to effect the Merger are subject to the satisfaction, on or prior to the closing of the Merger, of each of the following conditions:

•  if applicable, the Merger Agreement will have been adopted by the Required Company Shareholder Vote;

•  no temporary restraining order, preliminary or permanent injunction or other order of a court of competent jurisdiction preventing the consummation of the Merger shall be in effect (after the parties have used their reasonable best efforts to prevent the same), and no applicable law shall make the consummation of the Merger illegal; and

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•  Purchaser will have accepted for payment and purchased the Shares pursuant to the Offer (the date on which the foregoing occurs is the “Offer Closing Date”).

      Articles of Incorporation, Bylaws, Directors and Officers. Unless Parent determines otherwise prior to the Effective Time, without any further action by Norstan and Purchaser, the articles of incorporation and bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to be in conformity with the articles of incorporation and bylaws of Purchaser as in effect immediately prior to the Effective Time, until thereafter changed or amended in accordance with the respective provisions thereof or with applicable law. The directors and the officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who were the directors and officers of Purchaser immediately prior to the Effective Time, until the earliest of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

      Conversion of Securities. By virtue of the Merger and without any further action on the part of Black Box, Purchaser, the Company or any Company shareholder at the Effective Time, all Shares outstanding immediately prior to the Effective Time (other than Shares held by a holder who has perfected statutory dissenters’ rights or by the Company, Purchaser or Black Box, or any of their respective subsidiaries), will be converted into the right to receive the Per-Share Amount (the “Merger Consideration”) without interest. All Shares then held by the Company, Purchaser or Black Box or any of their respective subsidiaries shall be canceled and retired, ceasing to exist, and no consideration shall be delivered in exchange for such shares. Also at the Effective Time and by virtue of the Merger, all of the shares of common stock, par value $.01 per share, of the Purchaser then outstanding shall be automatically converted into one share of Company Common Stock. From and after the Effective Time of the Merger, each Certificate representing any Shares will represent only the right to receive payment of the Per-Share Amount upon the surrender of such certificate.

      Treatment of Stock Option Plans and Warrants. All Company Options and Warrants shall, whether or not vested or exercisable, terminate as of the Effective Time, without regard to any agreements qualifying the right to retain or exercise any such Company Option or Warrant. Subject to other terms and conditions in the Merger Agreement, each holder of a Company Option or Warrant shall receive in settlement therefor, at the Effective Time, an amount from the Company equal to the net amount of: (A) the product of (i) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option or Warrant at the Effective Time, multiplied by (ii) the number of shares subject to such Company Option or Warrant, less (B) any applicable withholdings for any tax (the “Cash Amount”). The Cash Amount shall be zero if the exercise price for any Company Option or Warrant equals or exceeds the Merger Consideration at the Effective Time. A Cash Amount will be paid to the holder of a Company Option or Warrant upon written acknowledgement to the Surviving Corporation that no further payment is due to such holder on account of any Company Option or Warrant and that all of such holder’s rights with respect thereto have been terminated. If such holder is subject to Section 16(a) of the Exchange Act, then Cash Amounts will be paid as soon as practicable after the time when the payment can be made without liability to such person under Section 16(b) of the Exchange Act.

      The Company’s 1995 Long-Term Incentive Plan, 1986 Long-Term Incentive Plan and Non-Employee Directors Stock Plan (collectively, the “Company’s Stock Option Plans”) and 2000 Employee Stock Purchase Plan (“the Stock Purchase Plan”), shall terminate at the Effective Time, unless otherwise agreed by Black Box and the Company. Any provisions in any other plan, program or arrangement that provides for the issuance or grant of any other interest in respect of Company Common Stock or the shares of any subsidiary of the Company shall be deleted, terminated and of no further force and effect as of the Effective Time. The current purchase period under the Stock Purchase Plan will end on December 31, 2004, and the Company’s Board of Directors has taken such action so that the Company will not commence any new purchase period. Each participant under the Stock Purchase Plan will receive a cash payment from the Surviving Corporation, equal to any balance on any accumulated payroll deductions (without interest) in the Stock Purchase Plan as of the Effective Time.

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      From December 20, 2004 until the Effective Time, the Company may not, without Black Box’s prior written consent, take any action that would affect the amount or class of Company Common Stock outstanding by reason of a stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or similar transaction. However, if such event occurred, the Merger Consideration would be appropriately adjusted to reflect any changes.

      Changes to the Company’s Board of Directors. The Merger Agreement provides that, effective upon the satisfaction of the Minimum Condition and acceptance for payment of Shares pursuant to the Offer, Black Box will be entitled to designate that number of directors, rounded up to the next whole number, on the Company’s Board of Directors as is equal to the product of (A) the total number of directors on Company’s Board of Directors after giving effect to any directors elected by Black Box under these provisions, and (B) a fraction (x) whose numerator is the aggregate number of Shares then beneficially owned by Parent or Purchaser (including Shares accepted for payment pursuant to the Offer), and (y) whose denominator is the total number of Shares then outstanding. Norstan must take all commercially reasonable actions necessary to cause Black Box’s designees to be elected or appointed to the Company’s Board of Directors, including increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, Norstan will also, as Black Box requests, use its reasonable best efforts to (i) cause persons designated by Black Box to constitute the number of members (rounded up to the next whole number) as is on each committee of Norstan’s Board of Directors that represents the same percentage as the individuals designated by Black Box represent on the Board of Directors of the Company and (ii) to cause individuals designated by Black Box to constitute all of the members of the Board of Directors of each subsidiary and each committee thereof.

      Notwithstanding the foregoing, Black Box and the Company shall use reasonable best efforts to cause the Company’s Board of Directors, until the Effective Time, to have at least two directors who were directors (and not officers or employees of the Company or any subsidiary thereof) on December 20, 2004, and who each satisfy the requirements to be “disinterested” as defined in Section 302A.673, Subd. l(d), of the MBCA (the “Continuing Directors”); provided, however, that if only one of the Continuing Directors remains in office, for any reason, the remaining Continuing Director will be entitled to designate another person (who is not an officer or employee of the Company or any subsidiary thereof) to fill such vacancy, and such person will be deemed to be a Continuing Director. If no Continuing Director remains on the Company’s Board of Directors at any time prior to the Effective Time, then the other directors shall use their reasonable best efforts to designate two persons, who are not officers, employees or affiliates of the Company, Purchaser or Parent or any of their respective subsidiaries, and who meet the requirements for being considered “disinterested” under Section 302A.673 of the MBCA, to fill such vacancies and such persons will be deemed to be Continuing Directors. The Company’s obligations to appoint Black Box’s designees to the Company’s Board of Directors are subject to Section 14(f) of the Exchange Act and Rule 14f-1. The Company shall promptly take all actions to fulfill its obligations related hereto, including providing the required information relating to the Company and its officers and directors in its Schedule 14D-9, so long as Black Box has furnished to the Company on a timely basis all information necessary to satisfy Section 14(f) of the Exchange Act and Rule 14f-1 relating to Black Box and its officers and directors. In doing so, Black Box and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to it being filed with the SEC, as well as access to any comments, promptly after receipt, from the SEC or its staff regarding the Schedule 14D-9. Notwithstanding the foregoing, the rights of Black Box, Purchaser and their affiliates as holders or beneficial owners of Shares are not limited with respect to the election of directors or otherwise.

      Until the Effective Time, if any Black Box designees serve on the Company’s Board of Directors, then the approval of a majority of the Continuing Directors, or if only one exists, then the vote of such Continuing Director, shall be required to authorize, and shall be the only vote(s) required to authorize, on behalf of the Company’s Board of Directors, any of the following:

•  termination of the Merger Agreement by the Company;

•  any amendment to the Merger Agreement requiring action by the Company’s Board of Directors;

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•  any extension of time for the performance of an obligation or action under the Merger Agreement by Black Box or Purchaser that requires the consent of the Company;

•  any waiver of compliance by the Company of any of the agreements or conditions under the Merger Agreement for the benefit of the Company or its shareholders;

•  any required or permitted consent or action by the Company’s Board of Directors under the Merger Agreement; or

•  any other Company action under the Merger Agreement which adversely affects, in any material respect, the holders of Shares (other than Black Box and Purchaser).

      Shareholders’ Meeting; Merger Without a Meeting of Shareholders. Pursuant to the Merger Agreement, if required by applicable law in order to consummate the Merger, Norstan will:

•  take all action necessary under applicable law to call, give notice of and hold a Company Shareholder Meeting to vote on the adoption of the Merger Agreement as promptly as practicable; and

•  if a shareholder vote to adopt the Merger Agreement is required, prepare and file with the SEC a proxy statement to be sent to the Company’s shareholders in connection with the Company Shareholder Meeting (the “Proxy Statement”) shall use its reasonable best efforts to respond to any comments to the Proxy Statement by the SEC or its staff, and to cause the Proxy Statement to be mailed to Company shareholders as promptly as practicable.

      Notwithstanding anything to the contrary contained in the Merger Agreement, in the event that Black Box and Purchaser acquire at least 90% of the outstanding Shares and satisfy all conditions under Section 302A.621 of the MBCA, Black Box and Purchaser will take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration date of the Offer (as may be extended) without a Company Shareholder Meeting. Black Box agrees to cause all shares of Company Common Stock owned by it or any of its subsidiaries to vote in favor of the adoption of the Merger Agreement at any Company Shareholder Meeting.

      Interim Operations; Covenants. Until the closing of the Merger, unless Black Box otherwise agrees in writing, and except as expressly contemplated by the Merger Agreement or the disclosure schedules thereto (the inclusion of any such item constituting consent to such matter by Black Box and Purchaser), the Company shall conduct and cause its subsidiaries to conduct, their respective business in the ordinary course and consistent with past practices and shall use reasonable best efforts to preserve intact its present business organization, to keep available the services of its officers and employees, and to maintain satisfactory relationships with all persons, organizations, entities (governmental, political or otherwise) or agencies with which it does business.

      Each of the Company and its subsidiaries shall use its reasonable best efforts to comply in all respects with all laws applicable to it or any of its properties, assets or business and maintain in full force and effect all the permits necessary for, or otherwise material to, such business. In addition, each of the Company and its subsidiaries may not do any of the following:

•  amend or propose to amend its articles of incorporation or bylaws (or comparable governing instruments);

•  authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any shares of, or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any shares of, the capital stock or other securities of the Company of any subsidiary thereof including but not limited to any securities convertible into or exchangeable for shares of any class of stock of the Company or a subsidiary thereof, except for the issuance of Shares pursuant to the exercise of stock options or warrants outstanding on the date of the Merger Agreement in accordance with their present terms;

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•  amend or waive any of its rights under any provision of any of the Company Stock Option Plans, any provision of any agreement evidencing any outstanding stock option or any restricted stock purchase agreement, or otherwise modify any of the terms of any outstanding option, warrant or other security or any related contract, in each case with respect to the capital stock of the Company or its subsidiaries;

•  split, combine or reclassify any shares of its capital stock or declare, pay or set aside any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, other than dividends or distributions to the Company or a subsidiary, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any shares of its capital stock or other securities;

•  create, incur or assume any debt, except for (a) debt in an aggregate amount not to exceed $1,000,000, (b) refinancing of existing obligations on terms that are no less favorable to the Company or its subsidiaries than the existing terms; (c) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any person; (d) make any capital expenditures or make any loans, advances or capital contributions to, or investments in, any other person (other than to a Company subsidiary and customary travel, relocation or business advances to employees); (e) acquire the stock or assets of, or merge or consolidate with, any other person; (f) voluntarily incur any material liability or obligation (absolute, accrued, contingent or otherwise); or (g) sell, transfer, mortgage, pledge, or otherwise dispose of, or encumber, or agree to sell, transfer, mortgage, pledge or otherwise dispose of or encumber, any assets or properties, real, personal or mixed material to the Company and its subsidiaries taken as a whole, other than to secure debt permitted under subclauses (a) and (b) above;

•  increase in any manner the compensation of any of its officers or employees or enter into, establish, amend or terminate any employment, consulting, retention, change-in-control, collective bargaining, bonus or other incentive compensation, profit-sharing, health or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other compensation or benefit plan, policy, agreement, trust, fund or arrangement with, for or in respect of, any shareholder, officer, director, other employee, agent, consultant or affiliate other than as required pursuant to the terms of agreements in effect on December 20, 2004 other than increases in the salaries or wages of present employees, (other than executives, officers and directors) in the ordinary course of business and consistent with past practice;

•  make or rescind any material tax election or settle or compromise any material tax liability of the Company or any of its subsidiaries;

•  (a) commence or settle any material suit, action or proceedings, or (b) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of claims, liabilities or obligations either: (i) reflected or reserved against in the Company’s balance sheet as of October 30, 2004, or (ii) in an aggregate amount not to exceed $100,000;

•  adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization of any agreement relating to an Alternative Transaction Proposal (as defined below);

•  permit any material insurance policy naming it as a beneficiary or a loss payable payee to be cancelled or terminated without notice to Parent;

•  enter into any agreement, understanding or commitment that restrains, limits or impedes, in any material respect, the ability of the Company or any subsidiary thereof to compete with or conduct any business or line of business;

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•  plan, announce, implement or effect any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of employees of the Company or its subsidiaries generally;

•  take any action that could be reasonably expected to result in the Minimum Condition or any other condition to the Offer (see Section 14 — “Conditions of the Offer”) not being satisfied;

•  take any action that could reasonably be expected to require the Company to become obligated to pay any severance due to a change-in-control or similar provision in any contract; or

•  bid, make any proposal to obtain, agree, commit or execute any contract to perform or provide any product or service in connection with any Schools and Libraries Universal Service Support Mechanism (“E-rate”) program other than with respect to legally binding obligations existing on the date of the Merger Agreement to be performed in accordance with all applicable law.

      No Solicitation by Norstan. Each of the Company and its subsidiaries shall not, and the representatives thereof shall not be authorized to:

•  solicit, initiate or encourage, including by way of furnishing information, or take any other action to, or which is designed or reasonably likely to, facilitate, induce or encourage any inquiries with respect to, or the making of any proposal which constitutes, or may be reasonably expected to lead to, any Alternative Transaction Proposal;

•  participate in any discussions or negotiations regarding, or facilitate any effort or attempt to make, any Alternative Transaction Proposal (except to the extent necessary to comply with the Company’s disclosure obligations to Black Box regarding these matters);

•  approve, endorse or recommend any Alternative Transaction Proposal (except to the extent permitted below); or

•  enter into any letter of intent or similar document, or any contract, agreement or commitment (whether or not binding) contemplating or otherwise relating to any possible or proposed Alternative Transaction Proposal;

      provided, however, that the covenants and obligations of the Company are subject to its fiduciary duties with respect to Company Superior Proposals.

      “Alternative Transaction Proposal” means any offer, inquiry, proposal or indication of interest (whether binding or non-binding) to any person or its shareholders relating to an Alternative Transaction, which is defined as: (1) any transaction or series of related transactions with one or more third persons involving (A) any purchase from such party or acquisition (whether by merger, share exchange, consolidation, business combination or similar transaction) by any person or “group” of persons (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of a more than a 25% interest in the total outstanding voting securities of the Company, or any tender offer or exchange offer or other transaction that, if consummated, would result in any person or group beneficially owning 25% or more of the total outstanding voting securities of the Company or any merger, consolidation, business combination or similar transaction involving the Company; or (B) any sale, lease, exchange, transfer, license, acquisition or disposition of more than 25% of the aggregate fair market value of the consolidated assets of the Company and its subsidiaries, taken as a whole, immediately prior to such sale, lease, exchange, transfer, license, acquisition or disposition; or (2) the liquidation or dissolution of the Company.

      The Company has agreed that it will promptly, and in any event within 24 hours following receipt of a Alternative Transaction Proposal or any request for nonpublic information or any inquiry in any way relating to any Alternative Transaction Proposal, notify Black Box orally and in writing of the material terms and conditions of the Alternative Transaction Proposal, request or inquiry, a copy of any definitive agreement regarding such Alternative Transaction Proposal and any revisions thereto, and the identity of the person making the Alternative Transaction Proposal, request or inquiry. The Company agreed to keep Black Box informed in all material respects and as promptly as reasonably practicable as to the status and

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details (including amendments or proposed amendments) of any such Alternative Transaction Proposal, request or inquiry.

      If the Company has not breached the non-solicitation provisions described above, prior to the Offer Closing Date and in response to an unsolicited bona fide Alternative Transaction Proposal that the Company’s Board of Directors determines, in good faith (after receipt of advice from its outside legal counsel and in consultation with a financial advisor), constitutes or would reasonably be expected to lead to a Company Superior Proposal (as defined below), the Company’s Board of Directors may, to the extent that it determines in good faith (after receipt of advice from its outside legal counsel) that such action is required in order to comply with its fiduciary duties under applicable law, take the following actions to the extent reasonably necessary to satisfy fiduciary duties. The Company may only take the following actions after having provided Black Box at least 24 hours’ written notice of its intention to take such action and the identity of the person or group making such Alternative Transaction Proposal:

•  furnish information regarding the Company to any person pursuant to a customary confidentiality agreement (as determined by the Company after consultation with its outside legal counsel) that is in no event less restrictive than the Confidentiality Agreement, provided that any information provided to such person is contemporaneously provided to Black Box; and/or

•  participate in negotiations regarding such Alternative Transaction Proposal.

      “Company Superior Proposal” means any bona fide unsolicited written Alternative Transaction Proposal made by a third party to acquire, directly or indirectly, for consideration consisting of cash and/or securities (with any financing necessary to consummate such Alternative Transaction Proposal to have been committed by a financial institution with assets of at least $1 billion), all of the Company’s capital stock then outstanding or all of the assets of the Company, and otherwise on terms which the Company’s Board of Directors determines in its good faith judgment (based on the advice of its advisors) to be more favorable, from a financial point of view, to the Company’s shareholders than the Offer and the Merger, as the same may be proposed to be amended (taking into account all factors relating to such proposed transaction deemed relevant by the Company’s Board of Directors, including, without limitation, the amount and form of consideration, the timing of payment, the risk of consummation of the transaction, the financing thereof and all other conditions thereto).

      The Company’s Board of Directors and its committees may not:

•  propose to or withhold, withdraw, amend or modify its approval and its recommendation that Company shareholders accept the Offer and tender their Shares pursuant to the Offer and adopt and approve the Merger Agreement and the Merger (“Company Board Recommendation”);

•  propose to or approve or recommend any Alternative Transaction; or

•  cause the Company or any of its subsidiaries to enter into any letter of intent, agreement in principle, acquisition agreement or other agreement with respect to an Alternative Transaction, unless the Merger Agreement has been terminated in accordance with its terms relating to a Company Superior Proposal.

      The foregoing shall not prevent the Company from taking a position, and disclosing the same to its shareholders, as contemplated by Rules 14d-9 and 14e-2 under the Exchange Act, or from making any other disclosure to the Company’s shareholders if, in the Company board of directors’ good faith judgment, after receipt of advice from its outside legal counsel, failure so to disclose would create a reasonable possibility of a breach of its fiduciary duties to the Company’s shareholders under applicable law; provided, however, neither the Company nor its board of directors nor any committee thereof shall, withdraw or modify, or propose publicly to withdraw or modify, the Company Board Recommendation or approve or recommend, or propose publicly to approve or recommend, an Alternative Transaction Proposal, except as described above.

      Fairness Opinion. Norstan’s Financial Advisor has delivered to the Board of Directors of Norstan its written opinion to the effect that, as of the date of its opinion, and based upon and subject to the

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considerations and assumptions set forth therein, the consideration to be received pursuant to the Merger Agreement is fair, from a financial point of view, to the shareholders’ of Norstan. See Annex A to the Schedule 14D-9. The opinion of Norstan’s Financial Advisor is not a recommendation as to whether any holder of Shares should tender such Shares in connection with the Offer or, if necessary, how any holder of such Shares should vote with respect to the Merger.

      Indemnification and Insurance. Pursuant to the Merger Agreement, for a period of six years after the Effective Time, rights to indemnification existing in favor of the present and former directors and officers of Norstan (the “Indemnified Parties”) for their acts and omissions occurring prior to the Effective Time provided under Norstan’s articles of incorporation or bylaws and/or by contract, or the MBCA as in effect on December 20, 2004, shall survive the Merger and be honored by the Surviving Corporation. To the fullest extent available under Minnesota law, the Surviving Corporation shall be required to pay all expenses (including reasonable attorneys’ fees and expenses) of Indemnified Persons incurred in enforcing the indemnity and other obligations. As of the Effective Time and for six years thereafter, the Surviving Corporation shall be required to maintain a directors’ and officers’ liability insurance policy for acts or omissions by Indemnified Persons occurring prior to the Merger with coverage and amount terms no less favorable than the policy currently in effect. If at any time until the six-year indemnification period has passed, the Surviving Corporation does not have the adequate directors’ and officers’ liability insurance policy as described above, then Black Box shall guarantee the indemnification obligations of the Surviving Corporation to the Indemnified Persons in an amount not to exceed in the aggregate $10,000,000.

      Access to Information; Expenses. From December 20, 2004, and until the closing of the Merger, the Company will afford Black Box and its representatives reasonable access to the Company and its subsidiaries’ representatives, personnel and assets and to all existing books, records, tax returns, work papers and other documents and information relating to the Company and its subsidiaries and their financial condition, as well as provide to Black Box and its representatives copies of the existing books, records, tax returns, work papers and other documents and information relating to the Company and its subsidiaries and with such additional financial, operating and other data and information regarding the Company and its subsidiaries, as Black Box may reasonably request, and fully cooperate with Black Box in its reasonable investigation of the business of the Company and its subsidiaries. The Company shall also promptly furnish to Black Box copies of all documents filed by the Company with the SEC and all other information concerning the Company’s business, properties and personnel, as Black Box may reasonably request.

      Whether or not the Offer or the Merger is consummated, all fees and expenses incurred by a party in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement, the Tender Agreement and the Option Agreement shall be paid by such party. However, Black Box and the Company shall equally share all fees (other than attorneys’ fees, accounting fees and financial advisory fees) incurred in connection with the filing, printing and mailing of the tender offer documents and Proxy Statement and all amendments, as well as the filing of any notice or document under any applicable antitrust law, including the HSR Act.

      Public Disclosure. Each of Black Box and Norstan will not disseminate any press release or other public statement concerning the Offer, the Merger or any other transactions contemplated by the Merger Agreement, the Tender Agreement and the Option Agreement without the prior consultation with the other party. The Company shall not make any disclosure to its employees or to the public or otherwise regarding the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement, the Tender Agreement and the Option Agreement unless Black Box has had the opportunity to review and approve such disclosure, or the disclosure is required by law.

      Reasonable Efforts; Notification. Black Box and Norstan agree to use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the transactions contemplated by the Merger Agreement, the Tender Agreement and the Option Agreement. Each agrees to: (a) make all filings and give all notices required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by the

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Merger Agreement, the Tender Agreement and the Option Agreement, (b) use its reasonable efforts to obtain any required consents (by law, contract or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by the Merger Agreement, the Tender Agreement and the Option Agreement, and (c) use its reasonable best efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement, the Tender Agreement and the Option Agreement. Each party agreed to promptly deliver to the other parties a copy of each such filing made, each such notice given and each such consent obtained by such party before the Effective Time.

      Employee Benefits. For a period of one year from the Offer Closing Date, Black Box agreed to maintain the base salary levels of former Company employees who continue to be employed with Black Box, Purchaser or another Black Box subsidiary during that time, and to maintain for the same one-year period all benefit plans of the Company as of the Offer Closing Date, except that changes to such plans that are not reasonably likely to materially adversely affect any employee are permitted. In addition, the 401(k) plans of Norstan and its subsidiary companies shall terminate, effective as of the day immediately prior to and contingent upon such acquired Norstan company becoming part of a “controlled group of corporations” under the Code, so long as Black Box has provided such company with five days written direction to terminate the plan (after which the Company shall provide Black Box with evidence of termination prior to the Effective Time). Black Box has also agreed that employees of Norstan or any of its subsidiaries that continue their employment with Black Box, the Surviving Corporation or any subsidiary thereof, will receive full credit for eligibility, vesting, level of benefits and years of service with the Company or its subsidiaries (as applicable) prior to the Merger and for all purposes of any benefit plan of Black Box, the Surviving Corporation or any subsidiary applicable to such employee. Nonetheless, such employees’ employment remains “at-will.”

      Representations and Warranties. Pursuant to the Merger Agreement, Norstan has made customary representations and warranties to Black Box and Purchaser with respect to, among other things, its due incorporation and good standing, its capitalization (including outstanding Company Options and Warrants), its subsidiaries, its authority to consummate the transactions and the binding nature of the Merger Agreement, required government approvals, compliance with its charter, bylaws, and contracts, its compliance with laws, its SEC filings generally and its financial statements and controls and procedures, title to its assets, the absence of changes in its business and undisclosed liabilities, its obtaining of any required permits, its involvement in legal proceedings, its technology, software and intellectual property, its material contracts, its employee benefit plans, its customers and suppliers, its taxes and tax returns, its insurance coverage, the absence of questionable payments made in connection with its business activities, related party and affiliate transactions, requisite votes and applicable statutes to the transactions, its obtaining a fairness opinion, any finders and investment bankers used by it, its Schedule 14D-9 and any proxy statement related to the Merger, title to its properties, compliance with environmental laws, its labor and employee matters, the Rights Agreement, and the completeness of each of the foregoing representations and warranties. Certain representations and warranties in the Merger Agreement made by Norstan are qualified as to “materiality” or “Company Material Adverse Effect.”

      The Company represents and warrants to Black Box and Purchaser that its representations and warranties are true and complete as of December 20, 2004 (the date of the Merger Agreement), will be true and complete as of the expiration date of the Offer and as of the Effective Time (unless a representation or warranty is specific as to a particular date, in which case the representation or warranty shall be true as of that date). None of the representations and warranties contained in the Merger Agreement or in any certificate delivered pursuant to the Merger Agreement survive the Effective Time.

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Termination.

      The Merger Agreement may be terminated prior to the Offer Closing Date or the Effective Time by action taken or authorized by the board of directors of the terminating party, whether before or after the Required Company Shareholder Vote, for any of the reasons set forth below:

•  by mutual written consent of Black Box and Norstan; or

•  by either Black Box or Norstan:

•  if, prior to the Effective Time, a court of competent jurisdiction or other governmental body has issued a final and non-appealable order, decree or ruling (which the parties had used their reasonable best efforts to prevent and promptly appeal in the case of a restraining order, injunction or other order) or has taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the acceptance of Shares pursuant to the Offer or the Merger or making the consummation of the Offer or the Merger illegal;

•  if, prior to the Offer Closing Date, acceptance for payment of Shares pursuant to the Offer has not occurred (a) upon the expiration of the Offer due to a failure of a condition of the Offer, or (b) on or prior to the close of business on April 20, 2005 (the “Drop Dead Date”), provided in each instance that the party invoking the termination is not responsible for the failure of its condition nor has materially breached any representations or warranties at or prior to the Offer Closing Date;

      or

•  by Black Box, prior to the Offer Closing Date, if:

•  the Company has not performed and complied, in all material respects, with any covenant or agreement, or if any of the Company’s representations and warranties in the Merger Agreement are not true and correct as of the date of the Merger Agreement (or a different date, if applicable), which inaccuracy or breach, if curable, has not been cured within ten business days after Black Box has given written notice thereof and after reasonable best efforts of the Company to cure; or

•  the Company’s Board of Directors has authorized the Company to enter into a binding written agreement for an Alternative Transaction Proposal, as described in Section 13 — “The Merger Agreement and other Agreements.”

•  by Norstan, if:

•  prior to the Offer Closing Date, (A) any representations or warranties of Black Box or Purchaser fail to be true and correct as of the date of the Merger Agreement (or a different date, if applicable), or (B) Black Box has not complied with, in all material respects, its covenants in the Merger Agreement, except, in each instance, where such failure does not have a material adverse effect on the ability of Black Box or Purchaser to consummate the Offer or the Merger and which inaccuracy or breach has not been cured within ten business days after the Company has given written notice thereof and after reasonable best efforts of Black Box to cure;

•  prior to the Offer Closing Date, the Company’s Board of Directors (A) determines that an Alternative Transaction Proposal constitutes a Company Superior Proposal, and (B) authorizes the Company to enter into a binding written agreement regarding such Alternative Transaction Proposal (provided that the Company complies with its disclosure obligations to inform Parent of such Alternative Transaction Proposal, and does not receive an offer from Parent within five days of informing Parent of the Alternative Transaction Proposal, that the Company’s Board of Directors determines, in good faith after consultation with its outside legal counsel and independent financial advisor, to be at least as favorable to the Company’s shareholders as the Company Superior Proposal) (the Company may not enter into any binding agreement during

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such five-business-day period), and the Company pays the Termination Fee (as defined below) at or prior to the termination of this Agreement; provided, however, that if the Company’s Board of Directors determines the Alternative Transaction Proposal to be a Company Superior Proposal when less than five business days remain prior to the scheduled Expiration Date, Black Box has the right, in its sole discretion, to either (x) reduce the five-day period described above or (y) extend the Offer, in either case so that such five-day period will end one day prior to the Expiration Date; or

•

either Parent or Purchaser has (i) failed to commence the Offer within 5 business days of the date the Merger Agreement, or (ii) failed to pay for any tendered Shares pursuant to the Offer.

Effect of Termination

      If the Merger Agreement is terminated in accordance with its terms, it shall be of no further force or effect. However, the Merger Agreement provisions relating to expenses and termination fees and costs and general provisions of the Merger Agreement will survive, as will the Confidentiality Agreement. Termination of the Merger Agreement in no event relieves any party from liability for fraud, breach of any representation, warranty, covenant or other provision contained in the Merger Agreement, the Tender Agreement or the Option Agreement, and will not affect any of the parties’ rights or obligations as to any Shares accepted for payment and paid for pursuant to the Offer prior to the termination.

Termination Fee

      If Black Box or Purchaser terminates the Merger Agreement because the Company’s Board of Directors has authorized the Company to enter into a binding agreement relating to an Alternative Transaction Proposal, or if the Company terminates the Merger Agreement due to its fiduciary obligations to accept a Company Superior Proposal (and Black Box does not make an offer determined to be comparably favorable), then the Company is obligated to immediately pay to Black Box a termination fee equal to $4,000,000 in immediately available U.S. funds (the “Termination Fee”). If, due to the circumstances of termination of the Merger Agreement, the Company is not required to pay a Termination Fee to Black Box, then the Company will reimburse Black Box for all reasonable out-of-pocket expenses incurred by it in connection with the Merger Agreement and transactions contemplated thereby, up to $700,000, so long as Black Box can provide documentation supporting such expenses.

Tender and Voting Agreement

      Concurrently with the execution of and as an inducement to Black Box’s and Purchaser’s willingness to enter into the Merger Agreement, the Shareholders have entered into the Tender Agreement with Black Box and Purchaser. The Tender Agreement provides for the tender into the Offer of all Shares held by the Shareholders which represent approximately 5% of the issued and outstanding Shares.

      The following summary of the Tender Agreement is qualified in its entirety by reference to the Tender Agreement itself, which is incorporated herein by reference and a copy of which has been filed with the SEC as Exhibit (d)(2) to the Schedule TO. Norstan shareholders and other interested parties should read the Tender Agreement in its entirety for a more complete description of the provisions summarized below.

      Tender of Shares. Each Shareholder has agreed to validly tender (or cause the record owner of such Shares to validly tender) and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the 20th business day after commencement of the Offer (and in the case of Shares acquired after the date of the Tender Agreement, not later than the later of the 20th business day after commencement of the Offer or two business days after such acquisition), all Shares which are owned by such Shareholder as of the date of the Tender Agreement, together with any Shares which such Shareholder acquires ownership of after the date of the Tender Agreement and prior to the termination of the Tender Agreement (collectively, the “Owned Shares”).

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      Option. Pursuant to the Tender Agreement, each Shareholder has granted to Black Box an irrevocable option to purchase the Owned Shares owned by such Shareholder (each, a “Shareholder Option”) at a purchase price of $5.60 per Owned Share. Black Box or Purchaser may exercise the Shareholder Option in whole (but not in part) at any time after the Offer Closing Date and until the earlier of the Effective Time or the termination of the Merger Agreement in accordance with its terms.

      Voting Agreement. Each Shareholder has agreed, at any meeting of the shareholders of the Company, however called, or in connection with any consent of the shareholders of the Company, and regardless of the recommendation of the Company’s Board of Directors, to vote all Shares, (a) in favor of adopting the Merger Agreement and any transactions contemplated thereby, including the Merger, (b) against any Alternative Transaction Proposal and (c) against any action that would delay, prevent or frustrate the Offer and the Merger and the related transactions contemplated by the Merger Agreement.

      Irrevocable Proxy. Each Shareholder has irrevocably granted certain officers of Black Box and any of their successors the Shareholder’s irrevocable proxy to vote or cause to be voted all of the Shareholder’s Owned Shares or other Shares over which such Shareholder has voting power, or grant a consent or approval in respect of such Shares to vote such Shares as described above.

Maximum Restricted Amount.

      Notwithstanding the foregoing, at no time and in no event shall the number of shares of the Company’s capital stock subject to the foregoing restrictions exceed 19.9% of the outstanding Shares (the “Maximum Restricted Amount”) (which Purchaser in its sole discretion shall determine is met). If the number of Owned Shares exceeds the Maximum Restricted Amount, Purchaser, in its sole discretion, shall determine which Owned Shares are restricted.

Restriction on the Transfer of Owned Shares.

      Prior to the termination of the Tender Agreement and except as otherwise provided therein, each of the Shareholders will not:

•  transfer, assign, sell, gift-over, pledge, hypothecate, encumber or otherwise dispose of, or consent to any of the foregoing (“Transfer”), any or all of their respective Owned Shares, options, warrants or other rights to acquire Common Stock, without the prior written consent of Black Box (which consent may not be unreasonably withheld or delayed with respect to a Transfer to certain persons if the transferee agrees to be bound by the terms of the Tender Agreement); and

•  directly or indirectly take any action with respect to any Alternative Transaction Proposal that is prohibited to be taken in the Merger Agreement, and will cause its representatives to do the same.

      A Shareholder must provide Purchaser with 48 hours’ notice prior to any proposed Transfer of Owned Shares (which includes the details of such Transfer). If the number of Owned Shares does not exceed the Maximum Restricted Amount, Purchaser may restrict such Transfer. If the number of Owned Shares exceeds the Maximum Restricted Amount, then Purchaser in its sole discretion may choose which shares are subject to the tender agreement, the Shareholder Option, the voting agreement and the irrevocable proxy. At no time and in no event shall the number of Shares subject to these provisions exceed the Maximum Restricted Amount.

      Termination. The Tender Agreement and all rights and obligations of the parties thereunder, will terminate upon the earlier of: (i) the Effective Time; (ii) Black Box’s or Purchaser’s acceptance for payment of the Owned Shares in the Offer; (iii) the failure of Purchaser to timely commence the Offer; (iv) the failure of Purchaser to timely purchase all Owned Shares of the Shareholders in the Offer; or (v) prior to the consummation of the Merger, the termination of the Merger Agreement in accordance with its terms.

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      As of December 20, 2004, the Shareholders collectively owned an aggregate of 636,019 Shares, excluding unvested restricted Shares (which represented, at December 20, 2004, approximately 5% of the outstanding Shares).

Stock Option Agreement

      Concurrently with the execution of and as an inducement to Parent’s and Purchaser’s willingness to enter into the Merger Agreement, Parent, Purchaser and the Company entered into a Stock Option Agreement, dated December 20, 2004 (the “Option Agreement”), which provides Purchaser with an irrevocable option (the “Option”) to purchase shares of Company Common Stock at a purchase price of $5.60 per share.

      The following summary of certain provisions of the Option Agreement is qualified in its entirety by reference to the Option Agreement itself, which is incorporated herein by reference and a copy of which has been filed with the SEC as Exhibit (d)(3) to the Schedule TO. Shareholders and other interested parties should read the Option Agreement in its entirety for a more complete description of the provisions summarized below.

      Grant of Option. Under the Option Agreement, the Company has granted Purchaser the irrevocable option to purchase for the Per-Share Amount shares of Company Common Stock, in such relative amounts as shall be determined by Purchaser in its sole discretion up to such number of shares which, upon exercise, would result in Purchaser owning in excess of 90% of the outstanding Shares (collectively, the “Optioned Shares”). However, the number of Shares issuable under the Option may not exceed the number of authorized but unissued shares of Company Common Stock. Purchaser’s exercise of the Option is conditioned upon Purchaser and Black Box owning in the aggregate, immediately preceding such exercise, at least 80% of the outstanding Shares and immediately following such exercise, at least 90% of the outstanding Shares.

      Exercise of Option. Purchaser may exercise the Option, in whole or in part, at any time or from time to time after the Offer Closing Date until the earlier of: (i) immediately following the closing date of the Merger, or (ii) the termination of the Merger Agreement in accordance with its terms. Purchaser must notify Company, in writing, to exercise the Option on a date not more than ten business days from the date of such notice. If any law, decree, order or injunction does not permit the purchase of the Optioned Shares to be consummated on the notice date, then the purchase of the Optioned Shares shall occur at latest within 2 business days of the cessation of such restriction. Purchaser may revoke its notice at any time prior to the exercise of the Option.

      The Option provides that Purchaser will pay for the Optioned Shares by delivering to the Company the aggregate price for the par value of the Optioned Shares so purchased and will deliver to the Company a promissory note of Purchaser substantially in the form attached to the Option Agreement for the balance of the exercise price.

New Severance Agreements

      Each of Ms. Warner and Messrs. Christian, Vold, Laughlin, Anderson and Perry (collectively, the “Executives”) have signed term sheets outlining compensation plans for the period after the Effective Time (the “Term Sheets”) and will enter into new severance agreements with Black Box, to be effective as of the Effective Time (the “New Severance Agreements”), which will terminate their existing employment agreements and existing severance agreements, as applicable. The obligations to Messrs. Baszucki, Lehrman and Van Beusekom under their existing agreements, including their change of control arrangements, will continue to apply.

      The Term Sheets provide that the Executives will continue to receive their existing base salaries through the fiscal year ending April 30, 2006 and will be eligible for bonuses which may be awarded pursuant to bonus, incentive or similar plans. The Term Sheets also provide that, subject to Black Box shareholder approval, the foregoing Executives will receive grants of non-qualified stock options to

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purchase shares of common stock of Black Box in the amount of 20,000 shares (50,000 shares in the case of Mr. Christian), each with a three-year vesting schedule.

      Pursuant to the New Severance Agreements, the Executives will waive and render inapplicable to the transactions contemplated by the Merger Agreement, including the Offer and the Merger, the change-in-control provisions in their existing agreements. The New Severance Agreements will provide that, if there is a change in control of Black Box prior to the three-year anniversary of the Effective Time, or an Executive’s employment is terminated without cause prior to the one-year anniversary of the Effective Time, the Executive shall be entitled to receive a severance payment in an amount equal to such Executive’s annual base salary rate in effect on the date of termination, plus incentive bonus. In the event an Executive is terminated without case after the one-year anniversary of the Effective Time, such Executive will be entitled to severance pay (except in the case of a change in control) equal to one year (in the case of Mr. Christian), nine months (in the case of Mr. Vold) or six months (in the case of the other executives) of base salary or the Surviving Corporation’s then-current severance policy, whichever is greater.

      Under the New Severance Agreements, each of the Executives will receive a retention bonus for remaining in the employ of the Surviving Corporation after the Merger. Mr. Christian’s retention bonus will be $714,000, payable in three installments of $238,000 each. The other Executives will receive a retention bonus in an amount equal to 50% of the amount payable under their existing severance agreements upon a qualifying change of control, payable in four equal installments (in the case of Mr. Vold) or three equal installments (in the case of the other executives). Each Executive, other than Mr. Christian, is subject to a one-year non-competition and non-solicitation agreement effective upon termination of employment. Mr. Christian will be subject to a two-year non-competition and non-solicitation agreement effective upon termination of employment.

Confidentiality Agreement

      The following summary of certain provisions of the Confidentiality Agreement is qualified in its entirety by reference to the Confidentiality Agreement itself, which is incorporated herein by reference and a copy of which has been filed with the SEC as Exhibit (d)(4) to the Schedule TO. Shareholders and other interested parties should read the Confidentiality Agreement in its entirety for a more complete description of the provisions summarized below.

      Black Box and Norstan entered into the Confidentiality Agreement on September 21, 2004. The Confidentiality Agreement contains customary provisions pursuant to which, among other matters, the parties agreed, subject to certain exceptions, to keep confidential all information regarding the disclosing party which is furnished to the receiving party in connection with the contemplated transactions (the “Evaluation Material”), and to use the Evaluation Material solely for the purpose of evaluating a possible transaction involving Black Box and Norstan. The Confidentiality Agreement contains a non-solicitation provision preventing Black Box from soliciting to hire any employee of Norstan for one year (until September 21, 2005) and also contains a one-year non-competition provision applicable to both parties with respect to their customers who become known to such other party as a result of the Evaluation Material.

14. Conditions of the Offer

      Notwithstanding any other provision of the Offer and subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Purchaser’s obligation to pay for or return tendered shares of Company Common Stock promptly after termination or withdrawal of the Offer), Purchaser shall not be required to accept for payment or pay for, and may delay the acceptance for payment of or, the payment for, any tendered Shares, and may amend the Offer consistent with the terms of the Merger Agreement, or terminate the Offer and not accept for payment any tendered shares of Company Common Stock, unless the Minimum Condition and other conditions are satisfied as of the Expiration Date (as may be extended). The Minimum Condition requires that there is a number of Shares validly tendered pursuant to the Offer and not withdrawn, that, including all Parent-Owned Shares,

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immediately prior to acceptance for payment of Shares, represent at least a majority of the Fully Diluted Number of Company Shares.

      The Merger Agreement contains additional conditions to payment of the Shares. Notwithstanding any other provisions of the Offer, Purchaser shall not be required to accept for payment or pay for, and may delay the acceptance for payment of or, the payment for, any tendered Shares, if, on any scheduled expiration date, any of the following conditions shall occur or exist:

•  any waiting period under applicable antitrust law or regulation, including the HSR Act, shall not have expired or been terminated;

•  any event that has had or would reasonably be expected to have a Company Material Adverse Effect;

•  (i) any general suspension of, trading in, or limitation on prices for, securities on the New York Stock Exchange or Nasdaq, or (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by federal or state authorities on the extension of credit by lending institutions, or a disruption of or material adverse change in either the syndication market for credit facilities or the financial, banking or capital markets;

•  any of the representations and warranties of the Company set forth in the Merger Agreement (without giving effect to any materiality or similar qualification contained therein) shall not be true and correct, as of the date of the Merger Agreement (December 20, 2004) or as of a subsequent date as if made on such subsequent date, except to the extent the failure of any such representations and warranties to be true and correct (without giving effect to any materiality or similar qualification contained therein), taken together in their entirety, would not reasonably be expected to have a Company Material Adverse Effect, provided, however, that any such breach capable of being cured has not in fact been cured prior to the initial expiration date of the Offer (or such later date upon which the Offer shall expire in accordance with Section 1.1(d) of the Merger Agreement);

•  the Company has failed to perform or comply with, in all material respects, each covenant or agreement contained in the Merger Agreement and required to be performed or complied with by it which failure would reasonably be expected to have a Company Material Adverse Effect and such failure is incapable of being cured or has not been cured during the ten-business-day period described below; provided, however, if such breach is curable by the Company, then Black Box may not terminate the Merger Agreement under Section 8.1(d) thereof with respect to a particular breach prior to or during the ten-business-day period commencing upon delivery by Parent of written notice to the Company of such breach, so long as the Company continues to exercise commercially reasonable efforts to cure such breach during such ten-business-day period;

•  any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Offer or the Merger or any of the other transactions contemplated by the Merger Agreement is pending or issued by any court of competent jurisdiction and remains in effect, or there is any law enacted or deemed applicable by a governmental body to the Offer or the Merger or any of the other transactions contemplated by the Merger Agreement that makes the consummation of the Offer, the Merger or other transactions contemplated by the Merger Agreement illegal;

•  the failure of the parties’ filing under the HSR Act to have been accepted by the FTC or DOJ without material modification to the Offer, the Merger or other transactions contemplated by the Merger Agreement, or the issuance of an order by the FTC or DOJ to Black Box requiring it to divest certain of its assets in connection with the transactions contemplated by the Merger Agreement;

•  the failure of the Company to obtain any necessary consent to the transactions contemplated by the Merger Agreement required by the contracts with the Company’s vendors identified in writing by Parent to the Company on or prior to the date of the Merger Agreement;

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•  the notice period for prepayment of indebtedness under the Loan and Security Agreement shall not have been waived or expired by its terms;

•  the failure of any of the Executives to execute a New Severance Agreement in favor of Black Box, Purchaser and/or the Company containing terms consistent with the Term Sheets, except that the New Severance Agreement will provide for a non-compete and non-solicitation period of 12 months from the date of termination of employment regardless of when such date shall occur (24 months in the case of the Company’s Chief Executive Officer (see Section 13 — “The Merger Agreements and Other Agreements”);

•  the Merger Agreement having been terminated in accordance with its terms; or

•  there having been instituted or pending any shareholder derivative litigation or shareholder class action litigation against the Company or its executive officers or directors.

      None of the following events shall be deemed to constitute or considered in determining if a Company Material Adverse Effect exists: (1) any effect resulting from or arising in connection with the Merger Agreement, the transactions contemplated thereby, or the execution or announcement thereof; (2) changes in circumstances or conditions affecting the industry in which the Company and its subsidiaries operate, or generally affecting telecommunications companies, other than matters which have a materially disproportionate adverse effect on the Company and its subsidiaries, as compared to other companies in the same industry; (3) changes in general economic conditions in the United States; (4) changes in generally accepted accounting principles; and (5) any change in the public trading price of the Shares. Additionally, failure by the Company to meet any particular revenue or earnings forecast or estimate for any period ending after December 20, 2004 (including estimates prepared by equity analysts or other third parties, or internal forecasts preferred by Company management) shall not, in and of itself, be deemed to constitute a Company Material Adverse Effect.

      The foregoing conditions are for the sole benefit of Parent and Purchaser and (except for the Minimum Condition) may be waived by Parent and Purchaser, in whole or in part at any time and from time to time, in their sole discretion. The failure by Black Box or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; each such right shall be deemed an ongoing right which may be asserted at any time and from time to time.

15. Source and Amount of Funds

      The Offer is not conditioned upon any financing arrangements.

      Black Box and Purchaser estimate that the total amount of funds required to consummate the Offer and the Merger will be approximately $95 million, not including related fees and expenses. Black Box and Purchaser may also be required to refinance or fund all amounts then due under Norstan’s current credit agreement in accordance with the terms of that agreement. Pursuant to the terms of Norstan’s current credit agreement, the consummation of the Offer and the Merger and other related transactions will constitute an event of default and require a consent or waiver under that facility. Black Box currently intends, upon the consummation of the Offer, to terminate Norstan’s credit facility and pay all amounts outstanding thereunder, including any fees and expenses.

      One of Black Box’s wholly owned subsidiaries, Black Box Corporation of Pennsylvania (“BBCPA”), has entered into a commitment letter with Citizens Bank of Pennsylvania (“Citizens”), dated as of November 19, 2004 (the “Commitment Letter”), whereby Citizens has agreed to extend credit facilities in the aggregate amount of $240 million through a syndicate of lending institutions (the “Commitment”) in the form of revolving senior credit facility for which Citizens with act as sole lead arranger, sole book manager and administrative agent (the “Acquisition Facility”).

      The Commitment of Citizens to provide for and arrange for the Acquisition Facility will terminate on February 25, 2005, unless, prior to that time, definitive documentation relating to the financing shall have been entered into between Citizens, the syndicate lending institutions and Black Box, and a closing has

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occurred thereunder. Citizens desires to reduce its aggregate commitment to not greater than $50 million through the syndication process. In addition, the Commitment is contingent upon: (i) the closing of the Offer and the Merger; (ii) the absence of any disruption or material adverse change in the financial or capital markets, which Citizens in its reasonable discretion deems material to the syndication, (iii) Citizens’ satisfaction that no competing offering, placement or arrangement of any debt securities or bank financing shall exist, as determined by Citizens in its reasonable discretion; and (iv) if syndication satisfactory to Citizens cannot be achieved, including Citizens aggregate commitment of up to $50 million, then Black Box has agreed to discuss with Citizens alternative financing arrangements; provided, however, that Citizens has agreed, in such event, that such alternative financing will be sufficient to (i) close the Offer and the Merger, (ii) refinance existing debt, and (iii) provide working capital. Black Box has agreed to pay the reasonable out-of-pocket expenses, including attorneys’ fees, for Citizens incurred in connection with the Commitment and the Acquisition Facility.

      Black Box intends to amend and restate its existing credit facility with Citizens as the Acquisition Facility. BBCPA is the borrower under Black Box’s current credit agreement with Citizens, and Black Box is a guarantor. It is anticipated that the terms of the Acquisition Facility will be similar to the terms of Black Box’s existing credit facility. As such, Black Box would have a right to utilize the funds that BBCPA obtains. The funds would be available on a revolving basis until available for the maturity date of August 31, 2008. Portions of the Acquisition Facility would consist of $25 million in availability for the issuance of letters of credit and $15 million in availability for swing-line loans. Black Box expects, based upon the combination of internally available cash and borrowings under the Acquisition Facility, to have sufficient cash on hand at the expiration of the Offer to allow Purchaser to pay the Per-Share Amount for all Shares in the Offer.

      The Commitment Letter has been filed with the SEC as Exhibit (b) to the Schedule TO. Reference is made to such exhibit for a more complete description of the proposed terms and conditions of the Acquisition Facility.

16. Certain Legal Matters; Required Regulatory Approvals

      Except as described in this Offer to Purchase, based on Black Box’s and Purchaser’s review of publicly available filings of Norstan with the SEC and certain information provided by Norstan, neither Black Box nor Purchaser is aware of any license or regulatory permit that appear to be material to the business of Norstan or its subsidiaries, taken as a whole, that might be adversely affected by Purchaser’s acquisition of Shares in the Offer. In addition, neither Black Box nor Purchaser is aware of any filings or approval or other action by a domestic or foreign governmental, administrative or regulatory agency or authority under laws regulating competition other than the filings (i) under the HSR Act, and (ii) made with the Minnesota Commissioner of Commerce or the Minnesota Secretary of State that would be required for the acquisition and ownership of Shares by Purchaser as contemplated herein. Should any such approval or other action be required, Black Box and Purchaser presently contemplate that such approval or other action will be sought, except as described below under “State Anti-Takeover Statutes.” While, except as otherwise described in this Offer to Purchase, Purchaser does not presently intend to delay the acceptance for payment of, or payment for, Shares tendered pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or could be obtained without material modifications to the Offer or an order for Black Box to divest certain of its assets in connection with the Merger Agreement transactions. If either of these events would occur, Purchaser could decline to accept for payment or pay for any Shares tendered and may terminate or amend the Offer in accordance with the terms of the Merger Agreement. See Section 14 — “Conditions of the Offer” for a description of conditions to the Offer, including those with respect to governmental actions.

      State Anti-Takeover Statutes. A number of states have adopted laws and regulations that purport to apply to attempts to acquire corporations that are incorporated in such states, or are incorporated outside of those states but have business operations with substantial economic effects in such states or have substantial assets, security holders, employees, principal executive offices or principal places of business in

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such states. To the extent that these state takeover statutes purport to apply to the Offer or the Merger, Black Box and Purchaser believe that those laws conflict with United States federal law and are an unconstitutional burden on interstate commerce. In Edgar v. MITE Corp., the Supreme Court of the United States (the “Supreme Court”) invalidated on constitutional grounds the Illinois Business Takeover statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. The reasoning in that decision is likely to apply to certain other takeover statutes. However, in 1987, in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law and, in particular, with respect to those aspects of corporate law concerning corporate governance, constitutionally disqualify a potential acquiror from voting on the affairs of a target corporation without the prior approval of the remaining shareholders. The state law before the Supreme Court was by its terms applicable only to corporations that had a substantial number of shareholders in the state and were incorporated there. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a federal district court in Oklahoma ruled that the Oklahoma statutes were unconstitutional insofar as they apply to corporations incorporated outside Oklahoma because they would subject those corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a federal district court in Florida held, in Grand Metropolitan PLC v. Butterworth, that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida.

      The Company’s Board of Directors and the special committee thereof have taken and will take all actions so that the restrictions and requirements applicable to business combinations, acquisitions of control shares and takeover offers contained in Sections 302A.671, 302A.673 and 302A.675 of the MBCA are and will be inapplicable to the execution, delivery and performance of the Merger Agreement, the Tender Agreement, the Option Agreement, the consummation of the Offer and the Merger, and the other transactions contemplated by the foregoing agreements. The Company’s special committee consisting of disinterested directors of Norstan approved the Offer, rendering Shares acquired in the Offer not subject to the provisions of the MBCA. The Company has represented that no other state takeover statute, rule or regulation, or charter or bylaw provision applies or purports to apply to the Merger Agreement, the Tender Agreement, the Option Agreement, and the consummation of the Offer, the Merger and the other transactions contemplated by the foregoing agreements.

      Generally, the provisions of Minnesota law described below could have an anti-takeover effect. Section 302A.671 of the MBCA applies, with certain exceptions, to any acquisition of a corporation’s voting stock from a person, other than the corporation and other than in connection with certain mergers and exchanges to which the corporation is a party, that results in the acquiring person owning 20% or more of the corporation’s voting stock then outstanding. Similar triggering events occur at the one-third and majority ownership levels. Section 302A.671 requires approval of any such acquisition by a majority vote of the corporation’s disinterested shareholders and a majority vote of all the corporation’s shareholders, in general. Shares acquired in excess of the applicable percentage threshold in the absence of such approval are denied voting rights and are redeemable at their then fair market value by the corporation during a specified time period.

      Section 302A.673 of the MBCA generally prohibits a corporation or any of its subsidiaries from entering into any business combination transaction with a shareholder for a period of four years after the shareholder acquires 10% or more of the corporation’s voting stock then outstanding. An exception is provided for circumstances in which, before the 10% share-ownership threshold is reached, either the transaction or the share acquisition is approved by a committee of the Company’s Board of Directors composed of one or more disinterested directors. The Offer received the necessary approval to exempt Purchaser, Black Box, and their affiliates and associates from the four-year moratorium under Section 302A.673.

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      The MBCA contains a “fair price” provision in Section 302A.675. This provision provides that no person may acquire any shares of a corporation within two years following the person’s last purchase of the corporation’s shares in a takeover Offer unless all shareholders are given the opportunity to dispose of their shares to the person on terms that are substantially equivalent to those in the earlier takeover Offer. This provision does not apply if the acquisition is approved by a committee of disinterested directors before any shares are acquired in the takeover offer. Because this requisite approval was obtained, Section 302A.675 does not apply to the Merger.

      Section 302A.553, subdivision 3, of the MBCA prohibits a corporation from purchasing any voting shares owned for less than two years from a holder of more than 5% of the corporation’s outstanding voting stock for more than the market value of the shares. Exceptions to this provision are provided if the share purchase is approved by a majority of the corporation’s shareholders or if the corporation makes a repurchase offer of equal or greater value to all shareholders.

      Minnesota Securities Filing. Black Box and Purchaser will promptly file with the Minnesota Commission of Commerce any registration statement relating to the Offer required to be filed and shall deliver to all offerees the information in such registration statement, pursuant to Chapter 80B of the Minnesota statutes (relating to the registration of corporate takeovers).

      Antitrust. Under the HSR Act, and the related rules and regulations that have been issued by the FTC, certain acquisition transactions may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the DOJ (the “Antitrust Division”) and certain waiting period requirements have been satisfied. These requirements apply to Black Box by virtue of Purchaser’s acquisition of Shares in the Offer and the Merger.

      Under the HSR Act, the purchase of Shares in the Offer may not be completed until the expiration of a 15-calendar-day waiting period following the filing of certain required information and documentary material concerning the Offer with the FTC and the Antitrust Division, unless the waiting period is earlier terminated by the FTC and the Antitrust Division. Black Box expects to file a Premerger Notification and Report Form under the HSR Act with the FTC and the Antitrust Division in connection with the purchase of Shares in the Offer and the Merger on or before December 28, 2004, and the required waiting period with respect to the Offer and the Merger will expire at 11:59 p.m., New York City time, on or before January 11, 2005, unless earlier terminated by the FTC or the Antitrust Division or Black Box receives a request for additional information or documentary material prior to that time. If, within the 15-calendar-day waiting period, either the FTC or the Antitrust Division requests additional information or documentary material from Black Box, the waiting period with respect to the Offer and the Merger would be extended for an additional period of 10 calendar days following the date of Black Box’s substantial compliance with that request. Only one extension of the waiting period pursuant to a request for additional information is authorized by the HSR Act rules. After that time, the waiting period could be extended only by court order or with Black Box’s consent. The FTC or the Antitrust Division may terminate the additional ten-calendar-day waiting period before its expiration. In practice, complying with a request for additional information or documentary material can take a significant period of time. Although Norstan is required to file certain information and documentary material with the FTC and the Antitrust Division in connection with the Offer, neither Norstan’s failure to make those filings nor a request made to Norstan from the FTC or the Antitrust Division for additional information or documentary material will extend the waiting period with respect to the purchase of Shares in the Offer and the Merger.

      Margin Regulations. The Shares are currently “margin securities” under the Margin Regulations of the Federal Reserve Board, which regulations have the effect, among other things, of allowing brokers to extend credit for the purpose of buying, carrying or trading in margin securities, including the Shares, if the credit is secured directly or indirectly by margin securities. Such secured credit may not be extended or maintained in an amount that exceeds the maximum loan value of all the direct and indirect collateral securing the credit, including margin securities and other collateral. Depending on factors such as the number of record holders of Shares and the number and market value of publicly held Shares, following the purchase of Shares pursuant to the Offer, the Shares may no longer constitute “margin securities” for

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purposes of the Margin Regulations and, therefore, could no longer be used as collateral for loans made by brokers. In addition, if registration of the Shares under the Exchange Act were terminated, the Shares would no longer constitute “margin securities.” See also Section 7 — “Possible Effect of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration; Margin Regulations”

17. Fees and Expenses

      Purchaser has retained Georgeson Shareholder Securities as Dealer Manager, Georgeson Shareholder Communications, Inc. as the Information Agent, and Wells Fargo Bank, N.A., as Depositary and Paying Agent in connection with the Offer. The Dealer Manager and the Information Agent may contact Norstan shareholders by mail, telephone, telex, telegraph and personal interview, and may request brokers, dealers and other nominee shareholders to forward material relating to the Offer to beneficial owners of Shares. Such firms each will receive reasonable and customary compensation for their services. Black Box has also agreed to reimburse each such firm for certain reasonable out-of-pocket expenses and to indemnify each such firm against certain liabilities in connection with their services, including certain liabilities under federal securities laws.

      Except as set forth above, Black Box will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of Shares or for making recommendations in connection with the Offer. Black Box will reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers.

18. Miscellaneous

      The Offer is being made to all holders of Shares. Purchaser is not aware of any jurisdiction in which the making of the Offer or the tender of Shares in connection therewith would not be in compliance with the laws of such jurisdiction. If Purchaser becomes aware of any jurisdiction in which the making of the Offer would not be in compliance with applicable law, Purchaser will make a good faith effort to comply with any such law. If, after such good faith effort, Purchaser cannot comply with any such law, the Offer will not be made to (nor will tenders be accepted from or on be half of) the holders of Shares residing in such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

      Black Box and Purchaser have filed with the SEC the Tender Offer Statement on Schedule TO pursuant to Rule 14d-3 under the Exchange Act, together with the exhibits thereto furnishing certain additional information with respect to the Offer, and may file amendments thereto. In addition, Norstan has filed the Schedule 14D-9 together with exhibits, pursuant to Rule 14d-9 under the Exchange Act, setting forth the Company’s recommendation of its Board of Directors with respect to the Offer and the reasons for the recommendation of the Company’s Board of Directors and furnishing certain additional related information. A copy of the documents and any amendments thereto, including exhibits, may be examined at, and copies may be obtained from, the SEC in the manner set forth in Section 8 — “Certain Information Concerning Norstan” and in Section 9 — “Certain Information Concerning Black Box and Purchaser.”

      NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION ON BEHALF OF BLACK BOX OR PURCHASER NOT CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.

      The delivery of this Offer to Purchaser or any purchaser pursuant to the Offer will not, under any circumstances, create any implication that there has been no change in the affairs of Black Box, Purchaser or Norstan or any of their respective subsidiaries since the date as of which information is furnished or the date of this Offer to Purchase.

SF ACQUISITION CO.

December 23, 2004

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Schedule I

Directors and Executive Officers of Black Box and Purchaser

      The names of the directors and executive officers of Black Box Corporation and SF Acquisition Co. and their present principal occupations or employment and material employment history for the past five years are set forth in the tables below. Unless otherwise indicated, each director and executive officer has been so employed for a period in excess of five years. Unless otherwise indicated, each individual is a citizen of the United States; his or her business address is 1000 Park Drive, Lawrence, Pennsylvania 15505.

1.     Directors of Black Box Corporation

Name	Principal Occupation and Five-Year Employment History
Fred C. Young	Mr. Young was elected a director of Black Box on December 18, 1995, President on May 9, 1997 and Chairman and Chief Executive Officer on June 24, 1998. Mr. Young served as Chairman until May 2004 when Mr. Greig was appointed as non-executive Chairman of the Board. He served as Chief Operating Officer from May 1996 until June 1998 and Chief Financial Officer and Treasurer from 1991 until May 1997 and was Secretary from 1991 until May 1999. He is also a director of Citizens Bank of Pennsylvania.
William F. Andrews	Mr. Andrews was elected a director of Black Box on May 18, 1992. He currently is Chairman of Corrections Corporation of America and Chairman of Katy Industries, Inc. He was Chairman of Scovill Fasteners, Inc. and Northwestern Steel and Wire from 1996 to 2001. Mr. Andrews has been a principal with Kohlberg & Co., a private investment company, since 1995. He is also a director of Corrections Corporation, Katy Industries and Trex Company, Inc., all publicly held companies.
Richard L. Crouch	Mr. Crouch was elected a director of Black Box on August 10, 2004. Mr. Crouch was a General Partner with the firm of PricewaterhouseCoopers LLP from 1979 to 2004, serving as an Audit Partner assigned to principally public companies. He has served in various capacities for the firm, including service as a regional accounting, auditing and SEC services consultant.
Thomas W. Golonski	Mr. Golonski was selected to be a director of Black Box on February 11, 2003 and was elected by the stockholders on August 12, 2003. Mr. Golonski is Chairman, President and Chief Executive Officer of National City Bank of Pennsylvania and Executive Vice President of National City Corporation since 1996. Mr. Golonski is also a director of several economic development organizations and active in other charitable and financial organizations.
Thomas G. Greig	Mr. Greig was elected a director of Black Box on August 10, 1999 and appointed as nonexecutive Chairman of the Board in May 2004. Mr. Greig has been a Managing Director of Liberty Capital Partners, a private equity partnership, since 1998. Mr. Greig is a director of publicly held Rudolph Technologies, Inc., a number of privately held companies and a public, not-for-profit foundation.
Edward A. Nicholson, Ph.D.	Dr. Nicholson was elected a director of Black Box on August 10, 2004. Dr. Nicholson has been President of Robert Morris University since 1989 and is also a director of publicly held Shopsmith, Inc. He has served more than 25 businesses and government agencies as a consultant in the areas of long-range planning, organization design and labor relations. He is also a director of several regional economic, charitable and cultural organizations.

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2. Executive Officers of Black Box Corporation

Name	Principal Occupation and Five-Year Employment History
Fred C. Young	Chief Executive Officer. Mr. Young was elected President on May 9, 1997 and Chairman and Chief Executive Officer on June 24, 1998. Mr. Young served as Chairman until May 2004 when Mr. Greig was appointed as non-executive Chairman of the Board. He served as Chief Operating Officer from May 1996 until June 1998 and Chief Financial Officer and Treasurer from 1991 until May 1997 and was Secretary from 1991 until May 1999. He is also a director of Citizens Bank of Pennsylvania.
Kathleen Bullions	Senior Vice President — North America. Ms. Bullions was promoted to Senior Vice President- North America on December 13, 2002. She was promoted to Vice President of Marketing and Operations on May 9, 1997 and was Director of Operations prior to May 9, 1997. Ms. Bullions has been with Black Box for 21 years.
Roger E. M. Croft	Senior Vice President — Europe and Latin America. Mr. Croft was promoted to Senior Vice President — Europe and Latin America in May 2004. He was promoted to Vice President — Europe and Latin America in May 1998, having served as Vice President of European Operations since May 9, 1997 and was Managing Director of Black Box U.K. prior to May 9, 1997. Mr. Croft has been with Black Box for 19 years.
Michael McAndrew	Vice President, Chief Financial Officer, Treasurer and Secretary. Mr. McAndrew was promoted to Vice President and Chief Financial Officer on December 13, 2002. He became Secretary and Treasurer on January 21, 2003. He was Manager of Corporate Planning and Analysis prior to December 13, 2002. Mr. McAndrew has been with Black Box for 14 years.
Francis W. Wertheimber	Senior Vice President — Pacific Rim/ Far East. Mr. Wertheimber was promoted to Senior Vice President — Pacific Rim/Far East in May 2004. He was promoted to Vice President — Pacific Rim/Far East on May 9, 1997. He was Managing Director of Black Box Japan prior to May 9, 1997. Mr. Wertheimber has been with Black Box for 11 years.

3. Directors and Executive Officers of SF Acquisition Co.

Name	Principal Occupation and Five-Year Employment History
Fred C. Young	Chief Executive Officer and Director. Mr. Young was elected a director of Black Box on December 18, 1995, President on May 9, 1997 and Chairman and Chief Executive Officer on June 24, 1998. Mr. Young served as Chairman of Black Box until May 2004 when Mr. Greig was appointed as non-executive Chairman of the Board. He served as Chief Operating Officer of Black Box from May 1996 until June 1998 and Chief Financial Officer and Treasurer of Black Box from 1991 until May 1997 and was Secretary from 1991 until May 1999. He is also a director of Citizens Bank of Pennsylvania.
Michael McAndrew	Chief Financial Officer and Director. Mr. McAndrew was promoted to Vice President and Chief Financial Officer of Black Box on December 13, 2002. He became Secretary and Treasurer of Black Box on January 21, 2003. He was Manager of Corporate Planning and Analysis prior to December 13, 2002. Mr. McAndrew has been with Black Box for 14 years.

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Annex A

Minnesota Anti-Takeover Approval

      The Minnesota anti-takeover statutes impose various restrictions, prohibitions, and other potentially delaying effects on acquisitions of Minnesota corporations. These statutory provisions do not apply in certain circumstances:

•  Section 302A.671 of the MBCA does not apply to a tender offer for all voting shares of a corporation if two conditions are met. First, the offer must have been approved by a committee of disinterested directors of the corporation. Second, at the completion of the offer, the acquiring person must have become the owner of a majority of the outstanding voting shares of the corporation.

•  Section 302A.673 of the MBCA does not apply if before a person acquires 10% or more of the corporation’s outstanding voting shares, either the share acquisition or the subsequent business combination is approved by a committee of disinterested directors of the corporation.

•  Similarly, Section 302A.675 of the MBCA does not apply if the share acquisition is approved by a committee of disinterested directors of the corporation.

      Under the MBCA, “disinterested directors” are those who are not then employees of the corporation and who were not employees of the corporation within the preceding five years.

      In order to cause these statutes to be inapplicable to the Offer and the Merger, and the transactions contemplated thereby, Norstan’s Board of Directors appointed a special committee, which was composed of Messrs. John Eickhoff, James Ousley and Frank Russomanno, who are disinterested directors under the Minnesota Business Corporation Act. The special committee unanimously approved the Offer, the Merger, the Merger Agreement, the Tender Agreement, the Option Agreement and the transactions contemplated thereby.

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Annex B

Minnesota Business Corporation Act

Dissenters’ Rights Provisions

302A.471 Rights of dissenting shareholders.

      Subdivision 1. Actions creating rights. A shareholder of a corporation may dissent from, and obtain payment for the fair value of the shareholder’s shares in the event of, any of the following corporate actions:

      (a) unless otherwise provided in the articles, an amendment of the articles that materially and adversely affects the rights or preferences of the shares of the dissenting shareholder in that it:

      (1) alters or abolishes a preferential right of the shares;

      (2) creates, alters, or abolishes a right in respect of the redemption of the shares, including a provision respecting a sinking fund for the redemption or repurchase of the shares;

      (3) alters or abolishes a preemptive right of the holder of the shares to acquire shares, securities other than shares, or rights to purchase shares or securities other than shares;

      (4) excludes or limits the right of a shareholder to vote on a matter, or to cumulate votes, except as the right may be excluded or limited through the authorization or issuance of securities of an existing or new class or series with similar or different voting rights; except that an amendment to the articles of an issuing public corporation that provides that section 302A.671 does not apply to a control share acquisition does not give rise to the right to obtain payment under this section; or

      (5) eliminates the right to obtain payment under this subdivision;

      (b) a sale, lease, transfer, or other disposition of property and assets of the corporation, that requires shareholder approval under section 302A.661, subdivision 2, but not including a disposition in dissolution described in section 302A.725, subdivision 2, or a disposition pursuant to an order of a court, or a disposition for cash on terms requiring that all or substantially all of the net proceeds of disposition be distributed to the shareholders in accordance with their respective interests within one year after the date of disposition;

      (c) a plan of merger, whether under this chapter or under chapter 322B, to which the corporation is a constituent organization, except as provided in subdivision 3, and except for a plan of merger adopted under section 302A.626;

      (d) a plan of exchange, whether under this chapter or under chapter 322B, to which the corporation is a party as the corporation whose Shares will be acquired by the acquiring corporation, except as provided in subdivision 3;

      (e) a plan of conversion adopted by the corporation; or

      (f) any other corporate action taken pursuant to a shareholder vote with respect to which the articles, the bylaws, or a resolution approved by the board directs that dissenting shareholders may obtain payment for their shares.

      Subdivision 2. Beneficial owners.

      (a) A shareholder shall not assert dissenters’ rights as to less than all of the shares registered in the name of the shareholder, unless file shareholder dissents with respect to all the shares that are beneficially owned by another person but registered in the name of the shareholder and discloses the name and address of each beneficial owner on whose behalf the shareholder dissents. In that event, the rights of the dissenter shall be determined as if the shares as to which the shareholder has dissented and the other shares were registered in the names of different shareholders.

      (b) A beneficial owner of shares who is not the shareholder may assert dissenters’ rights with respect to shares held on behalf of the beneficial owner, and shall be treated as a dissenting shareholder under the

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terms of this section and section 302A.473, if the beneficial owner submits to the corporation at the time of or before the assertion of the rights a written consent of the shareholder.

      Subdivision 3. Rights not to apply.

      (a) Unless the articles, the bylaws, or a resolution approved by the board otherwise provide, the right to obtain payment under this section does net apply to a shareholder of (1) the surviving corporation in a merger with respect to shares of the shareholder that are not entitled to be voted on the merger and are not canceled or exchanged in the merger or (2) the corporation whose shares will be acquired by the acquiring corporation in a plan of exchange with respect to shares of the shareholder that are not entitled to be voted on the plan of exchange and are not exchanged in the plan of exchange.

      (b) If a date is fixed according to section 302A.445, subdivision 1, for the determination of shareholders entitled to receive notice of and to vote on an action described in subdivision 1, only shareholders as of the date fixed, and beneficial owners as of the date fixed who hold through shareholders, as provided in subdivision 2, may exercise dissenters’ rights.

      (c) Notwithstanding subdivision 1, the right to obtain payment under the section, other than in connection with a plan of merger adopted under section 302A.621, is limited in accordance with the following provisions:

      (1) The right to obtain payment under this section is not available for the holders of shares of any class or series of shares that is listed on the New York Stock Exchange or the American Stock Exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc.

      (2) The applicability of clause (1) is determined as of;

      (i) the record date fixed to determine the shareholders entitled to receive notice of, and to vote at, the meeting of shareholders to act upon the corporate action described in subdivision 1; or

      (ii) the day before the effective date of corporate action described in subdivision 1 if there is no meeting of shareholders.

      (3) Clause (1) is not applicable, and the right to obtain payment under this section is available pursuant to subdivision 1, for the holders of any class or series of shares who are required by the terms of the corporate action described in subdivision 1 to accept for such shares anything other than shares, or cash in lieu of fractional shares, of any class or any series of shares of the corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in clause (1) at the time the corporate action becomes effective.

      Subdivision 4. Other rights. The shareholders of a corporation who have a right under this section to obtain payment for their shares do not have a right at law or in equity to have a corporate action described in subdivision 1 set aside or rescinded, except when the corporate action is fraudulent with regard to the complaining shareholder or the corporation.

302A.473 Procedures for asserting dissenters’ rights.

      Subdivision 1. Definitions.

      (a) For purposes of this section, the terms defined in this subdivision have the meanings given them.

      (b) “Corporation” means the issuer of the shares bold by a dissenter before the corporate action referenced to in section 302A.471, subdivision 1 or the successor by merger of that issuer.

      (c) “Fair value of the slates” means the value of the shares of a corporation immediately before the effective date of the corporate action referred to in section 302A.471, subdivision 1.

      (d) “Interest” means interest commencing five days after the effective date of the corporate action referred to in section 302A.471, subdivision 1, up to and including the date of payment, calculated at the rate provided in section 549.09 for interest on verdicts and judgments.

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      Subdivision 2. Notice of action. If a corporation calls a shareholder meeting at which any action described in section 302A.471, subdivision 1 is to be voted upon, the notice of the meeting shall inform each shareholder of the right to dissent and shall include a copy of section 302A.471 and this section and a brief description of the procedure to be followed under these sections.

      Subdivision 3. Notice of dissent. If the proposed action must be approved by the shareholders and the corporation holds a shareholder meeting, a shareholder who is entitled to dissent under section 302A.471 and who wishes to exercise dissenters’ rights must file with the corporation before the vote on the proposed action a written notice of intent to demand the fair value of the shares owned by the shareholder and must not vote the shares in favor of the proposed action.

      Subdivision 4. Notice of procedure; deposit of shares.

      (a) After the proposed action has been approved by the board and, if necessary, the shareholders, the corporation shall send to (i) all shareholders who have complied with subdivision 3, (ii) all shareholders who did not sign or consent to a written action that gave effect to the action creating the right to obtain payment under section 302A.471, and (iii) all shareholders entitled to dissent if no shareholder vote was required, a notice that contains:

      (1) the address to which a demand for payment and certificates of certificated shares must be sent in order to obtain payment and the date by which they must be received;

      (2) any restrictions on transfer of uncertificated shares that will apply after the demand for payment is received;

      (3) a form to be used to certify the date on which the shareholder, or the beneficial owner on whose behalf the shareholder dissents, acquired the shares or an interest in them and to demand payment; and

      (4) a copy of section 302A.471 and this section and a brief description of the procedures to be followed under these sections.

      (b) In order to receive the fair value of the shares, a dissenting shareholder must demand payment and deposit certificated shares or comply with any restrictions on transfer of uncertificated shares within 30 days after the notice required by paragraph (a) was given, but the dissenter retains all other rights of a shareholder until the proposed action takes effect.

      Subdivision 5. Payment; return of shares.

      (a) After the corporate action takes effect, or after the corporation receives a valid demand for payment, whichever is later, the corporation shall remit to each dissenting shareholder who has complied with subdivisions 3 and 4 the amount the corporation estimates to be the fair value of the shares, plus interest, accompanied by:

      (1) the corporation’s closing balance sheet and statement of income for a fiscal year ending not more than 16 months before the effective date of the corporate action, together with the latest available interim financial statements;

      (2) an estimate by the corporation of the fair value of the shares and a brief description of the method used to reach the estimate; and

      (3) a copy of section 302A.471 and this section, and a brief description of the procedure to be followed in demanding supplemental payment.

      (b) The corporation may withhold the remittance described in paragraph (a) from a person who was not a shareholder on the date the action dissented from was first announced to the public or who is dissenting on behalf of a person who was not a beneficial owner on that date. If the dissenter has complied with subdivisions 3 and 4, the corporation shall forward to the dissenter the materials described in paragraph (a), a statement of the reason for withholding the remittance, and an Offer to pay to the dissenter the amount listed in the materials if the dissenter agrees to accept that amount in full satisfaction. The dissenter may decline the offer

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and demand payment under subdivision 6. Failure to do so entitles the dissenter only to the amount offered. If the dissenter makes demand, subdivisions 7 and 8 apply.

      (c) If the corporation fails to remit payment within 60 days of the deposit of certificates or the imposition of transfer restrictions on uncertificated shares, it shall return all deposited certificates and cancel all transfer restrictions. However, the corporation may again give notice under subdivision 4 and require deposit or restrict transfer at a later time.

      Subdivision 6. Supplemental payment; demand. If a dissenter believes that the amount remitted under subdivision 5 is less than the fair value of the shares plus interest, the dissenter may give written notice to the corporation of the dissenter’s own estimate of the fair value of the shares, plus interest, within 30 days after the corporation mails the remittance under subdivision 5, and demand payment of the difference. Otherwise, a dissenter is entitled only to the amount remitted by the corporation.

      Subdivision 7. Petition; determination. If the corporation receives a demand under subdivision 6, it shall, within 60 days after receiving the demand, either pay to the dissenter the amount demanded or agreed to by the dissenter after discussion with the corporation or file in court a petition requesting that the court determine the fair value of the Shares, plus interest. The petition shall be filed in the county in which the registered office of the corporation is located, except that a surviving foreign corporation that receives a demand relating to the shares of a constituent domestic corporation shall file the petition in the county in this state in which the last registered office of the constituent corporation was located. The petition shall name as parties all dissenters who have demanded payment under subdivision 6 and who have not reached agreement with the corporation. The corporation shall after filing the petition, serve all parties with a summons and copy of the petition under the rules of civil procedure.

      Nonresidents of this state may be served by registered or certified mail or by publication as provided by law. Except as otherwise provided, the rides of civil procedure apply to this proceeding. The jurisdiction of the court is plenary and exclusive. The court may appoint appraisers, with powers and authorities the court deems proper, to receive evidence on and recommend the amount of the fair value of the shares. The court shall determine whether the shareholder or shareholders in question have fully complied with the requirements of this section, and shall determine the fair value of the shares, taking into account any and all factors file court finds relevant, computed by any method or combination of methods that the court, in its discretion, sees fit to use, whether or not used by the corporation or by a dissenter. The fair value of the shares as determined by the court is binding on all shareholders, wherever located. A dissenter is entitled to judgment in cash for the amount by which the fair value of the shares as determined by the court, plus interest, exceeds the amount, if any, remitted under subdivision 5, but shall not be liable to the corporation for the amount, if any, by which the amount, if any, remitted to the dissenter under subdivision 5 exceeds the fair value of the shares as determined by the court, plus interest.

      Subdivision 8. Costs; fees; expenses.

      (a) The court shall determine the costs and expenses of a proceeding under subdivision 7, including the reasonable expenses and compensation of any appraisers appointed by the court, and shall assess those costs and expenses against the corporation, except that the court may assess part or all of those costs and expenses against a dissenter whose action in demanding payment under subdivision 6 is found to be arbitrary, vexatious, or not in good faith.

      (b) If the court finds that the corporation bas failed to comply substantially with this section, the court may assess all fees and expenses of any experts or attorneys as the court deems equitable. These fees and expenses may also be assessed against a person who bas acted arbitrarily, vexatious, or not in good faith in bringing the proceeding, and may be awarded to a party injured by those actions.

      (c) The court may award, in its discretion, fees and expenses to an attorney for the dissenters out of an amount awarded to the dissenters, if any.

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The Letter of Transmittal, Share certificates and any other required documents should be sent or delivered by each Norstan shareholder or the Norstan shareholder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary, at one of the addresses set forth below.

The Depositary and Paying Agent for the Offer is:

Wells Fargo Bank, N.A.

By Mail	By Facsimile Transmission:	By Hand or Overnight Courier:
Wells Fargo Bank, N.A.	(for Notice of Guaranteed	Wells Fargo Bank, N.A.
Shareowner Services	Delivery ONLY)	Shareowner Services
Corporate Actions Department		Corporate Actions Department
P.O. Box 64858		161 North Concord Exchange
St. Paul, Minnesota 55164-0858	(651) 450-2452	South St. Paul, Minnesota 55075

Questions and requests for assistance may be directed to the Information Agent at its address and telephone number set forth below. You may obtain additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification on Substitute Form W-9 from the Information Agent as set forth below and such materials will be furnished promptly at Black Box’s expense. Shareholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer.

The Information Agent for the Offer is:

17 State Street, 10^th Floor

New York, New York 10004

Shareholders call Toll-Free (877) 868-4997                    

Banks and Brokers call (212) 440-9800 EX-99.2 3 j1121301exv99w2.htm EXHIBIT 2

Exhibit 2

AGREEMENT AND PLAN OF MERGER

Dated as of December 20, 2004

BY AND AMONG

BLACK BOX CORPORATION,

SF ACQUISITION CO.

AND

NORSTAN, INC.

THIS COPY OF THE AGREEMENT AND PLAN OF MERGER IS BEING DELIVERED TO THE SHAREHOLDERS OF NORSTAN, INC. IN COMPLIANCE WITH SECTION 302A.621, SUBDIVISION 2, OF THE MINNESOTA BUSINESS CORPORATION ACT.

TABLE OF CONTENTS

	Page
ARTICLE 1 THE OFFER		2
1.1 Conduct of the Offer		2
1.2 Company Actions		5
1.3 Directors		6
ARTICLE 2 MERGER TRANSACTION		7
2.1 Merger of Acquisition Co. into the Company		7
2.2 Effect of Merger		8
2.3 Closing; Effective Time		8
2.4 Articles of Incorporation and Bylaws; Directors and Officers		8
2.5 Conversion of Shares		9
2.6 Surrender of Certificates; Stock Transfer Books		10
2.7 Dissenters’ Rights		12
2.8 Further Action		12
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY		12
3.1 Organization		13
3.2 Capitalization		14
3.3 Subsidiaries		15
3.4 Authorization; Binding Agreement		16
3.5 Governmental Approvals		16
3.6 Non-Contravention		16
3.7 Compliance with Law		17
3.8 SEC Filings; Adequate Controls		17
3.9 Assets		18
3.10 Absence of Certain Changes or Events; No Undisclosed Liabilities		19
3.11 Permits		19
3.12 Legal Proceedings		20
3.13 Intellectual Property		20
3.14 Contracts		21
3.15 Employee-Benefit Plans		22
3.16 Customers and Suppliers		23
3.17 Taxes		23
3.18 Insurance		24
3.19 Questionable Payments		25
3.20 Related Party and Affiliate Transactions		25
3.21 Takeover Laws		25
3.22 Sections 302A.671, 302A.673 and 302A.675 of the MBCA Not Applicable		25
3.23 Vote Required		26
3.24 Fairness Opinion		26
3.25 Financial Advisory Fees		26
3.26 Disclosure Documents		26

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	Page
3.27 Real Property		27
3.28 Environmental Matters		28
3.29 Labor Matters		29
3.30 Rights Agreement		31
3.31 Disclaimer of Other Representations and Warranties		31
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CO.		31
4.1 Due Organization		31
4.2 Authority; Binding Nature of Agreement		31
4.3 Non-Contravention; Consents		32
4.4 Disclosure Documents		32
4.5 Sufficient Funds		32
ARTICLE 5 CERTAIN COVENANTS OF THE COMPANY		33
5.1 Access and Investigation		33
5.2 Operation of the Business		33
5.3 No Solicitation		35
ARTICLE 6 COVENANTS OF THE PARTIES		38
6.1 Shareholder Approval; Proxy Statement		38
6.2 Regulatory Approvals		38
6.3 Employee Benefits		39
6.4 Indemnification of Officers and Directors		40
6.5 Additional Agreements		41
6.6 Press Releases		41
6.7 Resignation of Officers and Directors		41
6.8 General Cooperation		42
ARTICLE 7 CONDITIONS PRECEDENT TO THE MERGER		42
7.1 Shareholder Approval		42
7.2 No Restraints		42
7.3 Consummation of Offer		42
ARTICLE 8 TERMINATION		42
8.1 Termination		42
8.2 Effect of Termination		44
8.3 Expenses; Termination Fees		45
ARTICLE 9 GENERAL PROVISIONS		45
9.1 Amendment		45
9.2 Waiver and Consents		45
9.3 Knowledge Convention		46
9.4 No Survival of Representations and Warranties		46
9.5 Entire Agreement		46

ii

	Page
9.6   Counterparts and Delivery		46
9.7   Third-Party Beneficiaries		46
9.8   Governing Law; Jurisdiction and Venue		46
9.9   Specific Performance		47
9.10 Headings		47
9.11 Assignability		47
9.12 Notices		47
9.13 Cooperation		49
9.14 Severability		49
9.15 Construction		49

iii

AGREEMENT AND PLAN OF MERGER

     This Agreement and Plan of Merger (the “Agreement”) is made and entered into on this 20th day of December, 2004, by and among Norstan, Inc., a Minnesota corporation (the “Company”), Black Box Corporation, a Delaware corporation (“Parent”), and SF Acquisition Co., a Minnesota corporation and wholly owned subsidiary of Parent (“Acquisition Co.”).

INTRODUCTION

     A. The respective boards of directors of Parent, Acquisition Co. and the Company have each determined that it is advisable and in the best interests of their respective shareholders for Parent to acquire the Company; and for such purpose have each approved a merger (the “Merger”) of Acquisition Co. with and into the Company, with the Company as the surviving corporation, upon the terms and conditions set forth herein.

     B. In furtherance of the Merger, it has been agreed that Acquisition Co. will make a cash tender offer (the “Offer”) to acquire all of the Company’s outstanding shares of common stock, $.10 par value per share (the “Company Common Stock”) and the Rights (as defined in Section 3.2(a) below) for $5.60 per share (such amount or any greater amount per share paid pursuant to the Offer, subject to Section 1.1(f), is hereinafter referred to as the “Per-Share Amount”), without interest, upon the terms and conditions set forth herein.

     C. By resolutions duly adopted, the Company’s board of directors has, in light of and subject to the terms and conditions hereof: (i) determined that this Agreement and the transactions contemplated hereby, specifically including the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders; and (ii) resolved to recommend that the Company’s shareholders accept the Offer and tender their shares and the Rights pursuant thereto, and adopt this Agreement.

     D. The Special Committee (as defined in Section 1.2(a) below) has unanimously approved the Offer and the Merger, this Agreement, the Tender and Voting Agreement (as defined in paragraph E below), the Acquisition Co. Option Agreement (as defined in paragraph F below) and the transactions contemplated hereby and thereby, in order to render Sections 302A.671, 302A.673 and 302A.675 of the MBCA (as defined in Section 1.2(a) below) inapplicable to the Offer and the Merger, this Agreement, the Tender and Voting Agreement, the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby.

     E. To induce Parent and Acquisition Co. to enter into this Agreement and consummate the transactions contemplated hereby, each of the Company’s executive officers and directors are executing one or more Tender and Voting Agreements in favor of Parent and Acquisition Co. (collectively, the “Tender and Voting Agreement”) concurrently with the execution and delivery hereof.

     F. To further induce Parent and Acquisition Co. to enter into this Agreement and consummate the transactions contemplated hereby, Acquisition Co. and the Company are executing a Stock Option Agreement (the “Acquisition Co. Option Agreement”), pursuant to

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which the Company has granted Acquisition Co. an option to purchase authorized but unissued shares of Company Common Stock, subject to certain conditions.

AGREEMENT

     Now, Therefore, in consideration of the foregoing premises hereby made a part of this Agreement, the mutual covenants and agreements contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound subject to the satisfaction of the conditions set forth herein, hereby agree as follows:

ARTICLE 1

THE OFFER

     1.1 Conduct of the Offer.

     (a) Provided that none of the events or circumstances set forth in Annex I attached hereto shall have occurred or exist, as promptly as practicable (and in any event not later than five business days after the date hereof, provided that the Company has within a reasonable time prior thereto furnished Parent with the information about the Company required to be included in the Offer Documents, as defined in paragraph (e) below), Acquisition Co. shall commence, within the meaning of Rule 14d-2 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the Offer.

     (b) Subject to the terms and conditions of the Offer and this Agreement, Acquisition Co. shall accept for payment all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable Law (as defined in paragraph (c) below) and shall pay for such shares promptly thereafter (and in any event in compliance with Rule 14e-1(c) under the Exchange Act). Acquisition Co.’s obligation to accept for payment and to pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject to:

               (i) the condition that there shall be a number of shares of Company Common Stock validly tendered pursuant to the Offer and not withdrawn, together with shares of Company Common Stock owned by Parent, including shares of Company Common Stock subject to the Tender and Voting Agreement (such shares owned by Parent and/or subject to the Tender and Voting Agreement being referred to as the “Parent-Owned Shares”), that, immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer, represents at least a majority of the Fully Diluted Number of Company Shares (as defined in paragraph (d) below) (the “Minimum Condition”); and

               (ii) the other conditions set forth in Annex I.

               Acquisition Co. expressly reserves the right in its sole discretion to increase the initial Per-Share Amount, to waive (in whole or in part) any of the conditions of the Offer set forth in Annex I, or to make any other changes in the terms and conditions of the Offer; provided, however, that without the Company’s prior written consent: (1) the Minimum Condition may not be amended or waived; (2) no change may be made that alters the form of consideration to be

2

paid, reduces the Per-Share Amount, changes the number of shares of Company Common Stock sought in the Offer, or imposes conditions to the Offer in addition to the Minimum Condition and the conditions set forth in Annex I; (3) except as provided in Section 1.1(d), no change may be made that extends the expiration date of the Offer beyond its initial expiration date, and (4) except as provided in this Agreement, no change may be made that amends any other terms of the Offer in a manner adverse to the holders of Company Common Stock.

     (c) For all purposes of this Agreement, the capitalized terms set forth below shall have the following meanings:

               (i) “Law” shall mean any federal, state, local or foreign law, statute, ordinance, regulation, guidelines, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body (or under the authority of the Nasdaq National Market System or New York Stock Exchange).

               (ii) “Governmental Body” shall mean any (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature, (b) federal, state, local or foreign government, or (c) governmental authority.

               (iii) “Entity” shall mean any corporation, general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), firm, society or other enterprise, association, organization or entity.

               (iv) “Person” shall mean an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

     (d) The Offer shall initially expire 20 business days following the date of the commencement thereof. Notwithstanding anything to the contrary contained herein but subject to the parties’ respective termination rights under Section 8.1: (i) if, at any then-scheduled expiration date of the Offer, any of the conditions to the Offer have not been satisfied or waived, Acquisition Co., without the consent of the Company or any other Person, shall be entitled to extend the Offer for such amount of time as is reasonably necessary to cause such conditions to the Offer to be satisfied; (ii) Acquisition Co. may, without the consent of the Company or any other Person (A) extend the Offer (one or more times) for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) applicable to the Offer and (B) if the sum of (1) the number of shares of Company Common Stock that shall have been validly tendered and not withdrawn pursuant to the Offer (other than shares tendered by guaranteed delivery where actual delivery has not occurred) as of the then-scheduled expiration date of the Offer, plus (2) the number of Parent-Owned Shares as of such date, plus (3) the number of shares of Company Common Stock that Acquisition Co. could acquire under the Acquisition Co. Option Agreement as of such date, equals more than a majority of the Fully Diluted Number of Company Shares (as defined below) but less than 90% of the number of shares of Company Common Stock outstanding as of such date, extend the Offer (one or more times) for an aggregate additional period of not more than 20 business days; (iii) Acquisition Co. may, without the consent of the Company or any other Person, elect to

3

provide for a subsequent offering period (and one or more extensions thereof) pursuant to and in accordance with the terms of Regulation 14D under the Exchange Act; and (iv) if, at any then-scheduled expiration date of the Offer, any of the conditions to the Offer have not been satisfied or waived, Acquisition Co. shall, if the Company so requests in writing, extend the Offer for ten business days; provided, however, that Acquisition Co. shall not be required to extend the expiration date more than one time pursuant to this clause (iv).

     For purposes of this Agreement, “Fully Diluted Number of Company Shares” shall mean the sum of the (x) aggregate number of shares of Company Common Stock outstanding immediately prior to the acceptance of shares of Company Common Stock pursuant to the Offer, plus (y) the aggregate number of shares of Company Common Stock issuable upon the exercise of any option, warrant, other right to acquire capital stock of the Company or other security exercisable for or convertible into shares of Company Common Stock or other capital stock of the Company, any of which is outstanding immediately prior to the acceptance of shares of Company Common Stock pursuant to the Offer.

     (e) On the date of commencement of the Offer, Parent and Acquisition Co. shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer which will contain or incorporate by reference the offer to purchase shares of Company Common Stock pursuant to the Offer and form of the related letter of transmittal and (ii) cause the offer to purchase and related documents to be disseminated to holders of shares of Company Common Stock in accordance with applicable federal securities laws. Parent and Acquisition Co. agree that they shall use their reasonable best efforts to cause the Schedule TO and all exhibits, amendments or supplements thereto (collectively, the “Offer Documents”) to comply in all material respects with the Exchange Act, the rules and regulations thereunder and other applicable Law. Each of Parent, Acquisition Co. and the Company agrees to use its reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer, to correct promptly any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to take all steps necessary to cause the Offer Documents as supplemented or amended to correct such information to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws. The Company shall promptly furnish to Parent and Acquisition Co. all information concerning the Company and the Company’s shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.1(e). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents (including any amendment thereto) prior to the filing thereof with the SEC. Parent and Acquisition Co. agree to provide the Company and its counsel with any comments Parent, Acquisition Co. or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments.

     (f) If, between the date of this Agreement and the date on which any particular share of Company Common Stock is accepted for payment pursuant to the Offer, the outstanding shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, division, subdivision or combination of shares, stock dividend, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Per-Share Amount shall be appropriately adjusted to reflect such change or transaction. For

4

avoidance of doubt, it is understood that the Company shall not have the right to take any such action with respect to the Company Common Stock without the prior written consent of Parent.

     1.2 Company Actions.  The Company hereby approves and consents to the Offer and represents that its board of directors, at a meeting duly called and held or pursuant to unanimous written action, has: (i) determined that this Agreement and the transactions contemplated hereby, specifically including the Offer and the Merger, are fair to and in the best interests of the Company and its shareholders; (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the Minnesota Business Corporation Act (“MBCA”), (iii) resolved to recommend that shareholders of the Company accept the Offer and tender their shares of Company Common Stock and the Rights pursuant to the Offer and adopt and approve this Agreement and the Merger (the “Company Board Recommendation”), (iv) approved the Tender and Voting Agreement and the transactions contemplated thereby and (v) approved the Acquisition Co. Option Agreement and the transactions contemplated thereby. The Company further represents that, at a meeting duly called and held, to the extent necessary, a special committee of the Company’s board of directors formed in accordance with Section 302A.673 of the MBCA (the “Special Committee”) has adopted a resolution having the effect of causing the Company, Parent, and Acquisition Co., this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, not to be subject to any state takeover law or similar Law, including, without limitation, Sections 302A.671, 302A.673 and 302A.675 of the MBCA, that might otherwise apply to the Offer or the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement. Finally, the Company represents that its board of directors and/or compensation committee thereof has adopted any necessary resolutions to provide for the treatment of Company Options (as defined in Section 3.2(b) below) as set forth in Section 2.5(b) of this Agreement. Subject to Section 5.3, the Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents.

     (b) As promptly as practicable on the day that the Offer is commenced, the Company shall file with the SEC and (following or contemporaneously with the dissemination of the Offer Documents and related documents) disseminate to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments or supplements thereto, the “Schedule 14D-9”) that shall reflect, subject to Section 5.3, the Company Board Recommendation. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent, Acquisition Co. and the Company agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as supplemented or amended to correct such information to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment thereto) prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel

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with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments.

     (c) The Company will, or will cause its transfer agent to, promptly furnish Parent and Acquisition Co. with a list of its shareholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case as of the most recent practicable date, and will provide to Parent such additional information (including updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent or Acquisition Co. may reasonably request in connection with the Offer and the Merger. Parent and Acquisition Co. and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver to the Company or destroy (as requested), and will use their reasonable best efforts to cause their agents to deliver to the Company or destroy (as requested), all copies and any extracts or summaries from such information then in their possession or control.

     (d) Parent and Acquisition Co. agree to promptly file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes. Parent and Acquisition Co. shall deliver to all offerees the information contained in any such registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes as required by Chapter 80B of the Minnesota Statutes.

     1.3 Directors.  Effective upon the fulfillment of the Minimum Condition and upon the acceptance for payment of the shares of Company Common Stock pursuant to the Offer, Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company’s board of directors that equals the product of (i) the total number of directors on the Company’s board of directors (giving effect to the election of any additional directors pursuant to this Section) and (ii) a fraction whose numerator is the aggregate number of shares of Company Common Stock then beneficially owned by Parent or Acquisition Co. (including shares of Company Common Stock accepted for payment pursuant to the Offer), and whose denominator is the total number of shares of Company Common Stock then outstanding, and the Company shall take all commercially reasonable actions necessary to cause Parent’s designees to be elected or appointed to the Company’s board of directors, including increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, to the extent requested by Parent, the Company will also use its reasonable best efforts (i) to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on each committee of the Company’s board of directors, that represents the same percentage as the individuals designated by Parent represent on the board of directors of the Company and (ii) to cause individuals designated by Parent to constitute all of the members of the board of directors of each Subsidiary (as defined in Section 3.1 below) and each committee thereof. Notwithstanding the provisions of this Section 1.3, the parties hereto shall use their reasonable best efforts to cause at least two of the members of the Company’s board of directors, at all times prior to the Effective Time, to be individuals who were directors of the Company and were not officers or employees of the Company or any Subsidiary on the date hereof and who

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each meet the requirements for being considered “disinterested” under Section 302A.673 of the MBCA (the “Continuing Directors”); provided, however, that if at any time prior to the Effective Time there shall be in office only one Continuing Director for any reason, the Company’s board of directors shall cause a person who is not an officer or employee of the Company or any Subsidiary designated by the remaining Continuing Director to fill such vacancy (and such person shall be deemed to be a Continuing Director for all purposes of this Agreement), and if at any time prior to the Effective Time no Continuing Directors then remain, the other directors of the Company then in office shall use their reasonable best efforts to designate two persons to fill such vacancies who are not officers or employees or affiliates of the Company, its Subsidiaries, Parent or Acquisition Co. or any of their respective affiliates and who each meet the requirements for being considered “disinterested” under Section 302A.673 of the MBCA (and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement).

     (b) The Company’s obligations to appoint Parent’s designees to the Company’s board of directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 of the Exchange Act require in order to fulfill its obligations under this Section, so long as Parent shall have furnished to the Company on a timely basis the information with respect to Parent and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 of the Exchange Act. The provisions of this Section 1.3 are in addition to and shall not limit any rights which Acquisition Co., Parent or any of their affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of applicable Law with respect to the election of directors or otherwise.

     (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time, the approval of a majority of the Continuing Directors, or a single Continuing Director if there be only one such Continuing Director, shall be required to authorize (and such authorization shall constitute the authorization of the Company’s board of directors and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company’s board of directors, any extension of time for performance of any obligation or action hereunder by Parent or Acquisition Co. requiring the consent of the Company, any waiver of compliance by the Company of any of the agreements or conditions contained herein for the benefit of the Company or its shareholders, any required or permitted consent or action by the board of directors of the Company hereunder and any other action of the Company hereunder which adversely affects in any material respect the holders of shares of Company Common Stock (other than Parent or Acquisition Co.).

ARTICLE 2
MERGER TRANSACTION

     2.1 Merger of Acquisition Co. into the Company.

     Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the MBCA, at the Effective Time, Acquisition Co. shall be merged with and

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into the Company, the separate existence of Acquisition Co. shall cease and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

     2.2 Effect of Merger.

     The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all property of the Company and Acquisition Co. shall vest in the Surviving Corporation, and all debts, liabilities, obligations and duties of the Company and Acquisition Co. shall become debts, liabilities, obligations and duties of the Surviving Corporation.

     2.3 Closing; Effective Time.

     Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to ARTICLE 8, the consummation of the Merger (the “Closing”) shall take place by mutual release of Closing documents followed by overnight delivery of originals, on a date to be designated by Parent (the “Closing Date”), which shall be no later than the fifth business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE 7 (other than delivery of items to be delivered at the Closing and other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditions at the Closing), unless another date, time or place is agreed to in writing by the parties hereto. Subject to the provisions of this Agreement, articles of merger satisfying the applicable requirements of the MBCA shall be duly executed by the Company and Acquisition Co. and, concurrently with or as soon as practicable following the Closing, filed with the office of the Minnesota Secretary of State. The Merger shall become effective upon the date and time of the filing of such articles of merger with the Minnesota Secretary of State, or at such later time as is specified therein (the “Effective Time”).

     2.4 Articles of Incorporation and Bylaws; Directors and Officers.

     Unless otherwise determined by Parent prior to the Effective Time:

     (a) subject to Section 6.4(a), the articles of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the articles of incorporation of Acquisition Co. as in effect immediately prior to the Effective Time until thereafter changed or amended in accordance with the provisions thereof and applicable Law;

     (b) subject to Section 6.4(a), the bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws of Acquisition Co. as in effect immediately prior to the Effective Time until thereafter changed or amended in accordance with the provisions thereof and applicable Law;

     (c) the directors of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors of Acquisition Co. immediately prior to the Effective Time until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be; and

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     (d) the officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are officers of Acquisition Co. immediately prior to the Effective Time until the earliest of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

     2.5 Conversion of Shares.

     (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Acquisition Co., the Company or any shareholder of the Company:

               (i) all shares of Company Common Stock then held by the Company or any wholly owned Subsidiary shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;

               (ii) all shares of Company Common Stock, if any, then held by Parent, Acquisition Co. or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;

               (iii) except as provided in clauses (i) and (ii) above and subject to Sections 2.5(d) and 2.7, each share of Company Common Stock then outstanding shall be converted into the right to receive the Per-Share Amount (the “Merger Consideration”), without interest; and

               (iv) all of the shares of the common stock, $0.01 par value per share, of Acquisition Co. then outstanding shall be converted into one share of Company Common Stock.

     (b) All Company Options (as defined in Section 3.2(b) below) and Warrants (as defined in Section 3.2(c) below) shall terminate as of the Effective Time, whether or not vested or exercisable and without regard to any agreements qualifying the right to retain or exercise any such Company Options or Warrants. At the Effective Time, subject to the terms and conditions set forth below in this Section 2.5(b), each holder of a Company Option or Warrant will be entitled to receive from the Company, and shall receive, in settlement of each Company Option or Warrant a “Cash Amount.” The “Cash Amount” shall be equal to the net amount of (A) the product of the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option or Warrant at the Effective Time, multiplied by (ii) the number of shares subject to such Company Option or Warrant, less (B) any applicable withholdings for Tax (as defined in Section 3.17 below). If the exercise price per share of any Company Option or Warrant equals or exceeds the Merger Consideration, the Cash Amount therefor shall be zero. Except as may be otherwise agreed to by Parent and the Company, all of the Company’s Stock Option Plans (as defined in Section 3.2 below) shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of Company or any Subsidiary shall be deleted, terminated and of no further force or effect as of the Effective Time. Notwithstanding the foregoing, (i) payment of the Cash Payment is subject to written acknowledgement, in a form acceptable to the Surviving Corporation, that no further payment is due to such holder on account of any Company Option or Warrant and all of such holder’s rights under such Company Options or Warrants have terminated and (ii) with respect to any Person subject to Section 16(a)

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of the Exchange Act, any Cash Amount to be paid to such Person in accordance with this Section 2.5(b) shall be paid as soon as practicable after the payment can be made without liability to such Person under Section 16(b) of the Exchange Act.

     (c) The current purchase period under the Company’s 2000 Employee Stock Purchase Plan (the “Stock Purchase Plan”) will end on December 31, 2004. The Company’s board of directors has taken all action so that the Company will not commence any new purchase period under the Stock Purchase Plan commencing as of such date and, as of the Effective Time, the Stock Purchase Plan will terminate and each participant under the Stock Purchase Plan shall receive a cash payment from the Surviving Corporation equal to the balance, if any, of any accumulated payroll deductions, without interest, in the Stock Purchase Plan as of the Effective Time.

     (d) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Merger Consideration shall be appropriately adjusted to reflect such change or transaction. For avoidance of doubt, it is understood that the Company shall not have the right to take any such action with respect to the Company Common Stock without the prior written consent of Parent.

     2.6 Surrender of Certificates; Stock Transfer Books.

     (a) Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company to act as agent (the “Paying Agent”) for the holders of shares of Company Common Stock to receive the funds to which holders of such shares shall become entitled pursuant to Section 2.5. Such funds shall be invested by the Paying Agent as directed by the Parent or the Surviving Corporation. Earnings from such investments shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders of shares of Company Common Stock.

     (b) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause to be mailed to each Person who was, at the Effective Time, a holder of record of shares of Company Common Stock entitled to receive the Merger Consideration pursuant to Section 2.5, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant thereto. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly evidenced by such Certificate, and such Certificate shall thereupon be canceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate formerly evidencing shares of Company Common Stock is registered on the Company’s stock transfer

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books, it shall be a condition of payment that the Certificate so surrendered be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such payment shall have paid all transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of Acquisition Co. that such Taxes are not applicable. Until surrendered as contemplated by this Section 2.6(b), each Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration for each share of Company Common Stock formerly evidenced by such Certificate. If any Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of the Merger Consideration for each share of Company Common Stock formerly evidenced by such Certificate, require the owner of such lost, stolen or destroyed Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Agent, Parent or the Surviving Corporation with respect to such Certificate.

     (c) At any time following the six-month anniversary of the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds not then disbursed to holders of shares of Company Common Stock (including without limitation all interest and other income received by the Paying Agent in respect of all such funds), and, thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, none of the Surviving Corporation, Parent or the Paying Agent nor any other party to this Agreement shall be liable to any holder of a share of Company Common Stock for any Merger Consideration delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law. If any Certificates shall not have been surrendered prior to five years after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration in respect of such Certificate would otherwise escheat to or become the property of any Governmental Body), any amounts payable in respect of such Certificate shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

     (d) At the close of business on the day of the Effective Time, the Company’s stock transfer books shall be closed and thereafter there shall be no further registration of transfers of shares of the Company’s capital stock. From and after the Effective Time, the holders of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares except as otherwise provided herein or by applicable Law.

     (e) Each of the Surviving Corporation, Parent and Acquisition Co. shall be entitled to deduct and withhold (or cause the Paying Agent to deduct and withhold) from the consideration otherwise payable in the Merger to any holder of shares of Company Common Stock such amounts as it is required to deduct and withhold with respect to Taxes. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made.

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     2.7 Dissenters’ Rights.

     Notwithstanding any provision of this Agreement to the contrary, each outstanding share of Company Common Stock, the holder of which has demanded and perfected such holder’s right to dissent from the Merger and to be paid the fair value of such shares in accordance with Section 302A.471 and 302A.473 of the MBCA and, as of the Effective Time, has not effectively withdrawn or lost such dissenters’ rights (“Dissenting Shares”), shall not be converted into or represent a right to receive the Merger Consideration pursuant to Section 2.5, but the holder thereof shall be entitled only to such rights as are granted by the MBCA; provided, however, that if any holder of Company Common Stock demands dissenters’ rights with respect to such shares under the MBCA and subsequently effectively withdraws or loses (through failure to perfect or otherwise) its dissenters’ rights, then as of the Effective Time or the occurrence of such event, whichever later occurs, such holder’s Company Common Stock will automatically be converted into and represent only the right to receive the Merger Consideration as provided in Section 2.5, without interest thereon, upon surrender of the certificate(s) formerly representing such shares. After the Effective Time, Parent shall cause the Company to make all payments to holders of Dissenting Shares with respect to such demands in accordance with the MBCA. The Company shall give Parent: (i) prompt written notice of any notice of intent to demand fair value for any shares of Company Common Stock, withdrawals of such notices, and any other instruments served pursuant to the MBCA and received by the Company; and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for fair value for shares of Company Common Stock under the MBCA. The Company shall not, except with prior written consent of Parent, voluntarily make any payment with respect to any demands for fair value for shares of Company Common Stock or offer to settle or settle any such demands.

     2.8 Further Action.

     If, at any time after the Effective Time, any further action is determined by Parent to be reasonably necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Acquisition Co. and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Acquisition Co., in the name of the Company and otherwise) to take such action.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     Except as set forth in the disclosure schedules attached hereto (it being acknowledged that disclosure in the Company Disclosure Letter with respect to any particular Section of the Agreement shall be deemed disclosure with respect to another Section of the Agreement only if disclosure to the subject matter of such other Section is explicitly referenced in the Company Disclosure Letter or incorporated by reference to a specific section of the Company SEC Documents (as defined in Section 3.8 below) filed on or after January 1, 2004 but prior to the date of this Agreement), the Company represents and warrants to Parent and Acquisition Co. that all of the statements contained in this ARTICLE 3 are true and complete as of the date of this Agreement, and will be true and complete as of the expiration date of the Offer as though made

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at such time and as of the Effective Time as though made at the Effective Time (except as to any representation or warranty that speaks as of a specific date, which shall be true as of such date).

     3.1 Organization.

     (a) The Company and each Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company and each Subsidiary is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not be reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, a “Company Material Adverse Effect” shall mean any change, result, effect, event, occurrence or state of facts (or any development that has had or is reasonably likely to have any change or effect) that, alone or in connection with other matters, is or would reasonably be expected to be materially adverse to the business, financial condition, assets, liabilities or results of operations of the Company or the Subsidiaries, taken as a whole, or which is or would reasonably be expected to be materially adverse to the ability of such Persons to consummate the transactions contemplated hereby; provided, however, that none of the following shall be deemed in itself, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been, a Company Material Adverse Effect: (i) any effect resulting from or arising in connection with this Agreement or the transactions contemplated hereby or the execution or announcement hereof, (ii) changes in circumstances or conditions affecting the industry in which the Company and the Subsidiaries operate or affecting telecommunications companies in general other than those matters which have a materially disproportionate adverse effect on the Company and the Subsidiaries as compared to others in the industry in which the Company is engaged, (iii) changes in general economic conditions in the United States, (iv) changes in generally accepted accounting principles or (v) any change in the price at which the shares of Company Common Stock are publicly traded. In addition, the Company’s failure to meet any particular revenue or earnings forecast or estimate for any period ending after the date hereof, including estimates prepared by equity analysts or other third parties, as well as internal forecasts prepared by Company management, shall not, in and of itself, be deemed to constitute a Company Material Adverse Effect.

     (b) The Company has heretofore made available to Parent accurate and complete copies of the articles of incorporation and bylaws, as currently in effect, of the Company and the Subsidiaries. For purposes of this Agreement, “Subsidiary” shall mean a Subsidiary of the Company and an Entity shall be considered a Subsidiary of the Company if the Company directly or indirectly owns, beneficially or of record, an amount of voting securities of other interests in such Entity that is sufficient to enable the Company to elect at least a majority of the members of such Entity’s board of directors or other governing body, or at least 50% of the outstanding equity or financial interests of such Entity. Neither the Company nor any of the Subsidiaries (collectively, the “Acquired Companies”) owns an equity interest in any Entity other than a Subsidiary and none of the Acquired Companies have agreed or is obligated to

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make, or is bound by any contract or other obligation under which it may become obligated to make, any future equity or similar investment in or capital contribution to any other Person.

     3.2 Capitalization.

     (a) As of the date hereof, the Company’s authorized capital stock consists of 40,000,000 shares of Company Common Stock (and the associated rights (the “Rights”) to purchase 40,000,000 shares of Company Common Stock pursuant to the Amended and Restated Rights Agreement, dated as of April 1, 1998, by and between the Company and Norwest Bank Minnesota, National Association as Rights Agent (as amended, the “Rights Agreement”)). As of the date hereof, 13,821,679 shares of Company Common Stock, along with an equal number of Rights, were issued and outstanding. No other capital stock of the Company is authorized or issued. All issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable. None of the Acquired Companies is under any obligation, or is bound by any contract or other obligation pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock.

     (b) As of the date hereof: (i) 2,289,739 shares of Company Common Stock are subject to issuance pursuant to the exercise of outstanding Company Options (as defined below) (not including shares subject to issuance pursuant to the Stock Purchase Plan); (ii) 672,130 shares of Company Common Stock are available for issuance pursuant to the Stock Purchase Plan; (iii) 743,855 shares of Company Common Stock are available for issuance pursuant to future grants under the Company’s 1995 Long-Term Incentive Plan and no shares are available for issuance pursuant to future grants under the Company’s 1986 Long-Term Incentive Plan; and (iv) 112,030 shares of Company Common Stock are available for issuance pursuant to future grants under the Company’s Non-Employee Directors Stock Plan (the plans referenced in clauses (ii) through (iv) above are collectively referred to herein as the “Company’s Stock Option Plans”). Stock options granted by the Company pursuant to the Company’s Stock Option Plans are referred to in this Agreement as “Company Options.” All such Company Options are exercisable only for Company Common Stock. Schedule 3.2(b) sets forth the following information with respect to each of the Company Options outstanding as of the date of this Agreement: (1) the particular plan pursuant to which such Company Option was granted and whether such Company Option is an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”); (2) the name of the optionee; (3) the number of shares of Company Common Stock subject to such Company Option; (4) the exercise price of such Company Option; (5) the date on which such Company Option was granted; (6) the applicable vesting schedules, and the extent to which such Company Option is vested and exercisable as of the date set forth in the disclosure schedule; and (7) the date on which such Company Option expires. The Company has no plans or arrangements pursuant to which stock options or other stock-based equity may be issued other than the Company’s Stock Option Plans. The Company has delivered to Parent and Acquisition Co. accurate and complete copies of all stock plans pursuant to which Company has granted currently outstanding stock options or other stock-based compensation or, could have granted stock options or other stock-based compensation since January 1, 1994 or currently can grant stock options or other stock-based compensation, and the forms of all stock option agreements evidencing such options or other stock-based compensation. Assuming that the Company complies with its obligations under

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Section 2.5(b), the Company will not incur any liability as a result of the cancellation of the Company Options or Warrants as described in Section 2.5 and all rights of the holders of such Company Options or Warrants will terminate as of the Effective Time.

     (c) As of the date hereof, there were outstanding warrants to purchase 217,235 shares of Company Common Stock at $1.09 per share, 185,934 shares of Company Common Stock at $0.91 per share, and 102,564 shares of Company Common Stock at $2.73 per share, (collectively, the “Warrants”). Schedule 3.2(b) sets forth the following information with respect to each of the Warrants outstanding as of the date of this Agreement: (1) the name of each holder of a Warrant; (2) the number of shares of Company Common Stock subject to such Warrant; (3) the exercise price of such Warrant; (4) the date of the agreement evidencing such Warrant; (5) the applicable vesting schedule of such Warrant and the extent to which such Warrant is vested and exercisable as of the date set forth in the disclosure schedule; and (6) the date on which such Warrant expires.

     (d) Except for the Company Options, the Warrants and the Rights issued pursuant to the Rights Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Company (or any Subsidiary); (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Company (or any Subsidiary); or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or contract under which Company (or any Subsidiary) is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.

     (e) Since January 1, 2000, the Company has not repurchased, redeemed or otherwise acquired any shares of Company Common Stock. All repurchases of the Company Common Stock by the Company have been made in compliance with Rule 10b-18 promulgated under the Exchange Act.

     3.3 Subsidiaries.

     Each Subsidiary is listed in Schedule 3.3. Each Subsidiary is wholly owned by the Company except as otherwise indicated in Schedule 3.3. All of the capital stock and other interests of the Subsidiaries so held are owned by the Company free and clear of any claim, lien, encumbrance, security interest or agreement with respect thereto. All of the outstanding shares of capital stock in each of the Subsidiaries held by the Company are duly authorized, validly issued, fully paid and non-assessable and were issued free of preemptive rights and in compliance with applicable Laws. No equity securities or other interests of any of the Subsidiaries are or may become required to be issued or purchased by reason of any options, warrants, rights to subscribe to, puts, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of any capital stock of any Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Subsidiary is bound to issue additional shares of its capital stock, or options, warrants or rights to purchase or acquire any additional shares of its capital stock or securities convertible into or exchangeable for such shares.

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     3.4 Authorization; Binding Agreement.

     The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including but not limited to the Offer and the Merger, have been duly and validly authorized by the Company’s board of directors and no other corporate proceedings on the part of the Company or any Subsidiary are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement by the shareholders of the Company in accordance with the MBCA as set forth in Section 3.23 hereof). This Agreement has been duly and validly executed and delivered by the Company and constitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by principles of equity regarding the availability of remedies (the “Enforceability Exceptions”).

     3.5 Governmental Approvals.

     No consent, approval, waiver or authorization of, notice to or declaration or filing with (“Consent”), any Governmental Body on the part of the Company or any of the Subsidiaries is required in connection with the execution or delivery by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby other than: (a) the filing of the articles of merger with the Minnesota Secretary of State in accordance with the MBCA; (b) filings with the SEC, state securities laws administrators and the National Association of Securities Dealers, Inc. (“NASD”); (c) filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), (d) such filings as may be required in any jurisdiction where the Company is qualified or authorized to do business as a foreign corporation in order to maintain such qualification or authorization, and (e) those Consents that, if they were not obtained or made, would not be reasonably likely to have a Company Material Adverse Effect.

     3.6 Non-Contravention.

     The execution and delivery of this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement, the consummation of the transactions contemplated hereby and thereby and compliance by the Company with any of the provisions hereof and thereof will not: (a) conflict with or result in any breach of any provision of the articles of incorporation or bylaws or other governing instruments of the Company or any of the Subsidiaries; (b) except as set forth in Schedule 3.6, require any Consent under or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any Company Material Contract (as defined in Section 3.14 below); (c) result in the creation or imposition of any lien or encumbrance of any kind upon any of the assets of the Company or any Subsidiary; or (d) subject to obtaining the Consents from Governmental Bodies referred to in Section 3.5, contravene any applicable provision of any Law to which the Company or any Subsidiary or its or any of their respective assets or properties are subject, except, in the case of

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clauses (b), (c) and (d) above, for any deviations from the foregoing which would not be reasonably likely to have a Company Material Adverse Effect.

     3.7 Compliance with Law.

     The operations of each of the Acquired Companies, the conduct of the business of each of the Acquired Companies, as and where such business has been or presently is conducted, and the ownership, possession and use of the assets of each of the Acquired Companies have complied and currently do comply with all applicable Laws (except as set forth in Schedule 3.12), including without limitation, the Sarbanes-Oxley Act of 2002 (“SOX”), except where failure to so comply would not be reasonably likely to have a Company Material Adverse Effect. From January 1, 2001 through the date of this Agreement, none of the Acquired Companies have received any notice from any Governmental Body regarding any actual or possible material violation of, or failure to comply in any material respect with, any Law.

     3.8 SEC Filings; Adequate Controls.  The Company has made available to Parent and Acquisition Co. accurate and complete copies of all registration statements, definitive proxy statements and other statements, reports, schedules, forms and other documents (and all amendments or supplements thereto) filed by Company with the SEC since May 1, 2001 (the “Company SEC Documents”). All statements, reports, schedules, forms and other documents required to have been filed by Company with the SEC since May 1, 2001 have been so filed and in a timely manner. As of the time it was filed with the SEC (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and SOX (as the case may be); and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     (b) The consolidated financial statements (including any related notes) contained in the Company SEC Documents: (i) when filed, complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) when filed, were prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”), except, in the case of unaudited statements, as permitted by SEC regulations applicable to Form 10-Q, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments; and (iii) fairly present in all material respects the consolidated financial position of the Company as of the respective dates thereof and the consolidated results of operations and cash flows of the Company for the periods covered thereby. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of October 30, 2004 included in the Company’s Quarterly Report for the quarter ended October 30, 2004 is sometimes referred to as the “Latest Balance Sheet.”

     (c) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement including any contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and

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any unconsolidated affiliate (including any structured finance, special purpose or limited purpose entity or Person), on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statements or other Company SEC Documents.

     (d) Prior to the Offer Closing Date (as defined in Section 7.3 below), the Company has and will have in place the “disclosure controls and procedures” (as defined in Rules 13a-14(c) and 15d-14(c) of the Exchange Act) required in order for the Company’s Chief Executive Officer and Chief Financial Officer to engage in the review and evaluation process mandated by the Exchange Act, which shall have been delivered to Parent. The Company’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Company’s Chief Executive Officer and Chief Financial Officer required under the Exchange Act with respect to such reports.

     (e) The Company maintains a system of accounting controls (including “internal control over financial reporting” as defined in Rule 13a-15(f) promulgated under the Exchange Act) sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with US GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since April 30, 2001, the Company has not received any written or oral notice from its registered independent public accounting firm of a “reportable condition,” “significant deficiency” or “material weakness” in the Company’s system of accounting controls as those terms are defined under generally accepted auditing standards in the United States.

     3.9 Assets.

     Except for Company Intellectual Property (title for which is described in Section 3.13), the Acquired Companies have good and marketable title to all of their respective assets reflected on the Latest Balance Sheet (other than assets disposed of in the ordinary course of business since the date of the Latest Balance Sheet) and have the right to transfer all rights, title and interest in such assets, free and clear of any liens or encumbrances other than (i) encumbrances set forth in the Latest Balance Sheet, (ii) Permitted Encumbrances (as defined below), or (iii) liens or encumbrances set forth in Schedule 3.9. Except for Company Intellectual Property, each of the Acquired Companies has all material assets necessary to operate, or which are material to the operation of, its respective business as currently conducted. For purposes of this Agreement, “Permitted Encumbrances” shall mean encumbrances (i) for Taxes, governmental charges, assessments or levies, provided that such Taxes, governmental charges, assessments or

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levies are not yet due or are being contested in good faith by appropriate proceedings, and in any case, for which the Company has made an appropriate reserve on the Latest Balance Sheet; (ii) deposits, encumbrances or pledges to secure payments of workmen’s compensation, public liability, unemployment and other similar insurance; (iii) mechanics’, workmen’s, materialmen’s, repairmen’s, warehousemen’s, vendors’, landlords’ or carriers’ encumbrances, or other similar encumbrances arising in the ordinary course of business consistent with past practices and securing sums which are not past due or are being contested in good faith by appropriate proceedings, and in any case, for which the Company has made an appropriate reserve on the Latest Balance Sheet; and (iv) encumbrances that would not be reasonably likely to have a Company Material Adverse Effect.

     3.10 Absence of Certain Changes or Events; No Undisclosed Liabilities.

     Except as set forth in Schedule 3.10, from April 30, 2004 and on or prior to the date of this Agreement, there has not been any: (a) event that has had or would reasonably be expected to have a Company Material Adverse Effect; (b) declaration, payment or setting aside for payment of any dividend or other distribution or any redemption or other acquisition of any shares of capital stock or securities of the Company by the Company or any split, combination or reclassification of any of the capital stock of the Company; (c) material damage or loss to any material asset or property of the Company, whether or not covered by insurance; (d) change by the Company in accounting principles or practices; (e) sale, issuance or grant of any capital stock or other security of the Company or any Subsidiary, or sale, issuance or grant of any instrument convertible into or exchangeable for any such capital stock or other security; (f) Subsidiary formed or acquired or investment made in or guarantee granted in favor of any Entity not a Subsidiary; (g) amendment to the articles of incorporation or organization, bylaws or other organizational documents of the Company or any Subsidiary; (h) increase in compensation payable to any officer, director or consultant; (i) granting to any officer, director or consultant any employment, severance or termination agreement or any increase in severance or termination pay or benefits; or (j) any delivery of a notice of default under or non-renewal of any Company Material Contract (as defined in Section 3.14 below). Except for those liabilities that are fully reflected or reserved against on the balance sheet of the Company included in its Form 10-K for the fiscal year ended April 30, 2004 (the “Company’s Form 10-K”) and for liabilities incurred in the ordinary course of business consistent with past practice, since April 30, 2004, neither the Company nor any Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either individually or in the aggregate, has had or would be reasonably likely to have, a Company Material Adverse Effect.

     3.11 Permits.

     The Company and Subsidiaries have all permits, certificates, licenses, approvals and other authorizations required in connection with the operation of their respective businesses (collectively, the “Company Permits”) except those Company Permits the absence of which would not be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any of the Subsidiaries is in violation of any Company Permit. No proceedings are pending or, to the knowledge of the Company, threatened, to revoke or limit any Company

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Permit, except, in each case, those the absence or violation of which would not be reasonably likely to have a Company Material Adverse Effect.

     3.12 Legal Proceedings.

     (a) Except as disclosed in Schedule 3.12(a), there is no suit, action or proceeding (collectively, “Proceedings”) pending or, to the knowledge of the Company, threatened against the Company or any of the Subsidiaries which, individually or in the aggregate, would be reasonably likely to have a Company Material Adverse Effect; nor is there any judgment, decree, injunction, rule or order of any Governmental Body outstanding against the Company or any Subsidiaries which, individually or in the aggregate, would be reasonably likely to have a Company Material Adverse Effect.

     (b) In connection with the manufacture, sale, refurbishment, resale, marketing or distribution of the products and/or marketing, sale and provision of the services of the Company and the Subsidiaries, neither the Company nor any Subsidiary has (i) received any claim or request for compensation for alleged personal injuries, (ii) paid any settlement or other monies to a claimant to have a Proceeding or claim resolved, and/or (iii) been notified that a user of any products intends to make a claim or commence litigation, except for any of the foregoing which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

     (c) Except as disclosed in Schedule 3.12(c), to the Company’s knowledge, there is no investigation of the Company’s participation in and liability under the Schools and Libraries Universal Service Support Mechanism (“E-rate”) administered by the Universal Services Administrative Company.

     3.13 Intellectual Property.

     (a) The Company or the Subsidiaries own, and/or are licensed or otherwise possess rights to use all: (i) trademarks and service marks (registered or unregistered), trade dress, trade names and other names and slogans embodying business goodwill or indications of origin, all applications or registrations in any jurisdiction pertaining to the foregoing and all goodwill associated therewith; (ii) inventions, technology, computer programs and software (including password unprotected interpretive code or source code, object code, development documentation, programming tools, drawings, specifications and data), and all applications and patents disclosed on Schedule 3.13(c) pertaining to the foregoing, including re-issues, continuations, divisions, continuations-in-part, renewals or extensions; (iii) trade secrets, including confidential and other non-public information (iv) writings, designs, software programs, mask works or other works, applications or registrations in any jurisdiction for the foregoing and all moral rights related thereto; (v) databases and all database rights; (vi) internet websites, domain names and applications and registrations pertaining thereto; and (vii) other intellectual property rights ("Company Intellectual Property") that are used in the respective businesses of the Company and the Subsidiaries as currently conducted, except for any such failures to own, be licensed or possess that would not be reasonably likely to have a Company Material Adverse Effect.

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     (b) There are no infringements of any Company Intellectual Property by any third party that are reasonably likely to have a Company Material Adverse Effect, and the conduct of the businesses as currently conducted or as currently planned to be conducted does not infringe any proprietary right of a third party.

     (c) Schedule 3.13(c) sets forth a complete list of all patents, trademarks, registrations and pending registration applications pertaining to the Company Intellectual Property owned by the Company and the Subsidiaries (collectively, the “Registered Intellectual Property”). All such Registered Intellectual Property is owned by the Company and/or the Subsidiaries, free and clear of liens or encumbrances of any nature.

     (d) Schedule 3.13(d) sets forth a complete list of all licenses, sublicenses and other agreements in which the Company or any of the Subsidiaries have granted rights to any Person to make, use, sell, distribute or service any products or services which utilize or incorporate the Company Intellectual Property and a separate list of all material licenses, sublicenses and other agreements in which the Company or any of the Subsidiaries has received rights from any person to use the Company Intellectual Property (the “Licensed Intellectual Property”). The Company will not, as a result of the execution and delivery of this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement, or the performance of its obligations under this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement, be in breach of any license, sublicense or other agreement relating to the Licensed Intellectual Property.

     (e) The Company and the Subsidiaries own or have the right to use all computer software currently used in and material to the businesses, except for any failures to own or rights of use that would not be reasonably likely to have a Company Material Adverse Effect.

     3.14 Contracts.

     Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any counterparty to any Company Material Contract, is in violation or breach of or default under any such Company Material Contract where such violation or breach would be reasonably likely to have a Company Material Adverse Effect. “Company Material Contract” shall mean any and all of the following written or oral notes, bonds, mortgages, indentures, contracts, subcontracts, leases, subleases, licenses, instruments, insurance policies, agreements or binding understandings (“Contracts”): (i) any employment or severance Contract with a current or former employee, officer or director of the Company or any Subsidiary which will require the payment of amounts by the Company or any Subsidiary, as applicable, after the date hereof; (ii) any consulting or other Contract (excluding employment or severance contracts) with a current or former employee, officer or director of the Company or any Subsidiary, as applicable, which requires payment of amounts by the Company or any Subsidiary, as applicable, after the date hereof in excess of $50,000; (iii) any collective bargaining Contract with any labor union; (iv) any Contract for capital expenditures or the acquisition or construction of fixed assets which requires aggregate future payments in excess of $50,000; (v) any Contract containing covenants of the Company or any Subsidiary (A) to indemnify or hold harmless another Person, unless such indemnification or hold harmless obligation to such Person, or group of Persons, as the case may be, is less than $50,000 or (B) not to (or otherwise restricting or limiting the ability of the

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Company or any of the Subsidiaries to) solicit or hire any individual or compete in any line of business or geographic area, and each of such Contracts described in this Section 3.14(v)(B) are listed in Schedule 3.14 hereto; (vi) any Contract requiring aggregate future payments or expenditures in excess of $50,000 and relating to cleanup, abatement, remediation or similar actions in connection with environmental liabilities; (vii) any license, royalty Contract or other Contract with respect to Company Intellectual Property that grants to a third party any rights to such intellectual property; (viii) any Contract pursuant to which the Company or any Subsidiary has entered into a partnership or joint venture with any other Person (other than the Company or any Subsidiary); (ix) any indenture, mortgage, loan or credit Contract under which the Company or any Subsidiary has outstanding indebtedness or any outstanding note, bond, indenture or other evidence of indebtedness for borrowed money or otherwise, or guaranteed indebtedness for money borrowed by others; (x) any Contract under which the Company or any Subsidiary is (A) a lessee or sublessee of real property, (B) a lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by a third person or entity, (C) a lessor or sublessor of real property, or (D) a lessor of any tangible personal property owned by the Company or any Subsidiary, in any case referred to in clauses (B) or (D) only those Contracts which require annual payments in excess of $50,000; (xi) any Contract under which the Company or any Subsidiary is a purchaser or supplier of goods and services which, pursuant to the terms thereof, requires payments by the Company or any Subsidiary in excess of $50,000 per annum; (xii) any material Contract between the Company and any Subsidiary; (xiii) any Contract which requires payments by or to the Company or any Subsidiary in excess of $50,000 per annum containing “change of control” or similar provisions; and (xiv) any Contract relating to the acquisition or disposition of any business or any assets (whether by merger, sale of stock or assets or otherwise), and (xv) any other Contract the termination or breach of which, or the failure to obtain consent in respect of, is reasonably likely to have a Company Material Adverse Effect.

     3.15 Employee-Benefit Plans.

     Schedule 3.15 contains a complete and accurate list of all Benefit Plans (as defined below) maintained or contributed to by the Company or any Subsidiary (each a “Company Benefit Plan”). A “Benefit Plan” shall include: (i) an employee-benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, together with all regulations thereunder (“ERISA”); and (ii) whether or not described in the preceding clause, any pension, profit-sharing, stock-bonus, deferred or supplemental compensation, retirement, thrift, stock-purchase or stock-option plan, “cafeteria plan” (as defined in Code Section 125), change-in-control agreement, severance-pay plan and any other compensation, welfare, fringe-benefit or retirement plan, program, policy or arrangement providing for benefits for or the welfare of any or all of the current or former employees, directors or agents of the Company, the Subsidiaries or any of their respective beneficiaries or dependents; provided, however, that “Benefit Plans” shall not include any multiemployer plan, as defined in Section 3(37) of ERISA, nor any periodic wage or salary, bonus or other incentive compensation arrangement providing non-deferred compensation for the current services of employees. Except as disclosed on Schedule 3.15, neither the Company nor any Subsidiary contributes to, or has any outstanding liability with respect to, any multiemployer plan. Neither the Company nor any of the Subsidiaries maintains or contributes to any defined benefit pension plan subject to ERISA Title IV, or has any outstanding liability with respect to any such plan. Each Company Benefit

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Plan has been maintained in compliance with its terms and all applicable Law, except where the failure to do so would not be reasonably likely to result in a Company Material Adverse Effect. There is no pending or, to the Company’s knowledge, threatened Proceeding or claim against, or with respect to, any Company Benefit Plan (other than routine claims for benefits) that would be reasonably likely to result in a Company Material Adverse Effect.

     3.16 Customers and Suppliers.

     Since October 31, 2004, there has been no termination, cancellation or material curtailment of the business relationship of the Company or any Subsidiary with any customer or supplier or group of affiliated customers or suppliers which, individually or in the aggregate, would result in a Company Material Adverse Effect nor has there been any written notice of intent to so terminate, cancel or materially curtail which would have such a Company Material Adverse Effect.

     3.17 Taxes.

     (a) The Company and each Subsidiary has timely filed, or caused to be timely filed all Tax Returns (as defined below) required to be filed by it, and such Tax Returns are true, correct and complete in all material respects. The Company and each Subsidiary has paid, collected or withheld, or caused to be paid, collected or withheld, all amounts of Taxes (as defined below) required to be paid, collected or withheld, other than any such Taxes that are being contested in good faith or for which adequate reserves have been established in the financial statements contained in the Company SEC Documents. There are no claims or assessments pending against the Company or any of the Subsidiaries for any alleged deficiency in any Tax, and the Company has not been notified in writing of any proposed Tax claims or assessments against the Company or any Subsidiary (other than claims or assessments that, in ease case, are being contested in good faith, are immaterial in amount or for which adequate reserves have been established in the Company Financial Statements). Neither the Company nor any Subsidiary has waived or extended any applicable statute of limitations to assess any Taxes. There are no outstanding requests by the Company or any Subsidiary for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any return. To the Company’s knowledge, there are no liens for Taxes on the assets of the Company or any Subsidiary, except for any statutory liens for current Taxes not yet due and payable. For purposes of this Agreement, the term “Tax” shall mean any federal, state, local, foreign or provincial income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or added minimum, ad valorem, transfer or excise tax, or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty imposed by any Governmental Body. The term “Tax Return” shall mean a report, return or other information (including any attached schedules or any amendments to such report, return or other information) required to be supplied to or filed with a Governmental Body with respect to any Tax, including an information return, claim for refund, amended return or declaration or estimated Tax.

     (b) The Company has properly accrued and reflected on the Latest Balance Sheet, and has thereafter properly accrued all liabilities for Taxes, all such accruals being in the aggregate sufficient for payment of all such Taxes.

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     (c) The Company will timely and properly file or cause to be filed all Tax Returns which it is or will be required to file on or before the Closing Date, all such Tax Returns to be true, correct and complete in all material respects, and will pay or cause to be paid in full when due all Taxes, if any, which become due and payable pursuant to such Tax Returns or assessments received by it on or before the Closing Date, except for any such assessments that, in each case, are being contested in good faith, are immaterial in amount or for which adequate reserves will have been properly accrued as provided in paragraph (b) above.

     (d) Neither the Company nor any of the Subsidiaries has ever been a member of an affiliated group of corporations (within the meaning of Section 1504 of the Code) other than an affiliated group of which the Company is the common parent. Neither the Company nor any Subsidiary (i) is a party to, is bound by or has any Obligation under any Tax-sharing agreement or similar agreement or arrangement other than one that is solely between the Company and one or more Subsidiary or (ii) has any liability for Taxes of any party (other than the Company or any Subsidiary) under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise.

     (e) No audits or other administrative Proceedings or court Proceedings are pending or, to the Company’s knowledge, threatened with regard to any Taxes or Tax Return of the Company, any Subsidiary or any affiliated, consolidated, combined or unitary group of Entities of which the Company or any Subsidiary is a member and, to the knowledge of the Company, no material issues have been raised by any Tax authority in connection with any Tax or Tax Return that have not been conclusively resolved.

     (f) The Company and each Subsidiary has disclosed on its respective income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code.

     (g) Neither the Company nor any Subsidiary has made nor is obligated to make a payment that would not be deductible by reason of Section 280G of the Code.

     (h) To the Company’s knowledge, no claim has ever been made by a taxing authority in a jurisdiction, where either the Company or any Subsidiary does not file Tax Returns, that it is or may be subject to taxation in that jurisdiction, except for any such claim that has been conclusively resolved.

     3.18 Insurance.

     Schedule 3.18 sets forth a true and complete list of all insurance policies carried by, or covering the Company or any of the Subsidiaries with respect to their businesses, assets and properties and with respect to which records are maintained at the Company’s principal executive offices, together with, in respect of each such policy, the amount of coverage and the deductible. The Company and the Subsidiaries maintain insurance policies against all material risk, including without limitation business-interruption insurance, and in such amounts as are usually insured against by similarly situated companies in the same or similar businesses. Each insurance policy set forth on Schedule 3.18 is in full force and effect and all premiums due thereon have been paid in full.

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     3.19 Questionable Payments.

     No current or former director, officer or employee of the Company or any Subsidiary or representative or agent authorized to act on behalf of the Company or any Subsidiary (when any such person is acting in such capacity or otherwise on behalf of any of the Company or any Subsidiary or any of their predecessors), (a) has used or is using any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) has used or is using any corporate funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees; (c) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977; (d) has established or maintained, or is maintaining, any unlawful or unrecorded fund of corporate monies or other properties; (e) has made at any time, any false or fictitious entries on the books and records of the Company or any Subsidiary; or (f) has made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature using corporate funds or otherwise on behalf of any of the Acquired Companies; or (g) during the past three years has made any material favor or gift that is not deductible for federal income-tax purposes using corporate funds or otherwise on behalf of the Company or any Subsidiary.

     3.20 Related Party and Affiliate Transactions.

     Since the date of the Company’s last proxy statement filed with the SEC on August 10, 2004, no event has occurred that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC. The Company’s Form 10-K contains a list or description of each employment, consulting or severance agreement currently in effect with any current or former officer or director of the Company. True, correct and complete copies of such agreements have been provided to Parent.

     3.21 Takeover Laws.

     Neither the Company nor any Subsidiary is subject to any “moratorium,” “control-share,” “fair price” or other anti-takeover laws or regulations of any state (including any provisions of the MBCA) or any similar charter or bylaw provisions (collectively the “Takeover Laws”) that would affect this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement or the transactions contemplated hereby or thereby, including the Offer and the Merger. The Company’s board of directors (or the Special Committee) has approved the Offer, the Merger, this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby or thereby for the purpose of such Takeover Laws and in compliance therewith. Prior to the execution of this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement, the Company’s board of directors and Special Committee approved the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the transactions contemplated hereby or thereby.

     3.22 Sections 302A.671, 302A.673 and 302A.675 of the MBCA Not Applicable.

     As of the date hereof and at all times on or prior to the Effective Time, the Company’s board of directors and Special Committee has taken and will take all actions so that the restrictions and requirements applicable to business combinations, acquisitions of control shares

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and takeover offers contained in Sections 302A.671, 302A.673 and 302A.675 of the MBCA are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement. No other state takeover statute, rule or regulation or charter or bylaw provision applies or purports to apply to this Agreement, the Tender and Voting Agreement, the Acquisition Co. Option Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement.

     3.23 Vote Required.

     If required under applicable Law, the affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Shareholder Meeting (as defined in Section 6.1 below), and entitled to vote (the “Required Company Shareholder Vote”), is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt this Agreement, approve the Merger or consummate any of the other transactions contemplated hereby.

     3.24 Fairness Opinion.

     The Company’s has received the opinion of KeyBanc Capital Markets, a division of McDonald Investments Inc. (“Key”), dated the date of this Agreement, to the effect that, as of such date, the Per-Share Amount is fair, from a financial point of view, to the Company’s shareholders, a signed copy of which opinion will be made available to Parent promptly after the date hereof. The Company has been authorized by Key to include such opinion in the Schedule TO, Schedule 14D-9 and the Proxy Statement (as defined in Section 3.26 below).

     3.25 Financial Advisory Fees.

     Except as set forth in Schedule 3.25, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement based upon arrangements made by or on behalf of the Company. The Company has furnished to Parent accurate and complete copies of all agreements under which all fees, commissions and other amounts have been paid or may become payable and all indemnification and other agreements related to the engagement of Key.

     3.26 Disclosure Documents.

     Subject to Parent’s and Acquisition Co.’s fulfillment of their respective obligations with respect thereto, the Schedule 14D-9 and any proxy statement to be sent to the Company’s shareholders in connection with the Company Shareholder Meeting (the “Proxy Statement”) will contain (and will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable Law and will conform in all material respects with the requirements of the Exchange Act and any other applicable Law, and neither the

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Schedule 14D-9 nor the Proxy Statement will, at the respective times they are filed with the SEC or published, sent or given to Company’s shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that no representation or warranty is hereby made by the Company with respect to any information supplied by Parent or Acquisition Co. in writing for inclusion in, or with respect to Parent or Acquisition Co. information derived from Parent’s public SEC filings which is included or incorporated by reference in, the Schedule 14D-9 or the Proxy Statement. None of the information supplied or to be supplied in writing by Company for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, any of the Offer Documents will, at the respective times the Offer Documents are filed with the SEC or published, sent or given to Company’s shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.

     3.27 Real Property.

     (a) With respect to each parcel of real property owned by the Company or any of the Subsidiaries (collectively, the “Owned Real Property”): (i) the Company or any of the Subsidiaries, as the case may be, has good and marketable indefeasible fee simple title, free and clear of all liens, charges, mortgages, security interests and encumbrances, except (A) Permitted Encumbrances; (B) easements for the erection and maintenance of public utilities exclusively serving the properties; or (C) other easements and encumbrances affecting the properties so long as same do not render title to the Owned Real Property unmarketable or uninsurable; (ii) neither the Company nor any of the Subsidiaries, as the case may be, has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (iii) there are no outstanding options, rights of first offer, rights of reverter or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; and (iv) neither the Company nor any of the Subsidiaries is a party to any agreement or option to purchase any real property or interest therein.

     (b) With respect to each premises leased by the Company or any of the Subsidiaries (collectively, the “Leased Real Property”), the Company or any of the Subsidiaries, as the case may be, has delivered or made available to Parent and Acquisition Co. a true and complete copy of all leases, subleases, licenses or other agreement including all amendments, extensions, renewals or guaranties thereof (“Leases”) for such Leased Real Property. Except as indicated on Schedule 3.27(b), with respect to each of the aforementioned Leases: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions contemplated by this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) there are no material disputes with respect to such Lease; (iv) neither the Company nor any of the Subsidiaries, as the case may be, nor, to the knowledge of the Company or any of the Subsidiaries, as the case may be, any other party to the Lease is in breach or default under such Lease, and no event has occurred or failed to occur or circumstance exists which, with the

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delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) neither the Company nor any of the Subsidiaries, as the case may be, owes, nor will it owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any of the Subsidiaries; (viii) neither the Company nor any of the Subsidiaries, as the case may be, has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) neither the Company nor any of the Subsidiaries, as the case may be, has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (x) there are no Liens on the estate or interest created by such Lease, other than, in the case of (i) through (x) above, for any such case where there is no current or reasonably likely material interference with the operations conducted at the Leased Real Property as presently conducted (or as would be conducted at full capacity).

     (c) The Company’s and each Subsidiary’s current use of the Leased Real Property is in material compliance with applicable Law and any applicable restrictions of record, and neither the Company nor any Subsidiary has received any notice of a material violation of any such Law or restriction with respect to the Leased Real Property that has not been cured.

     (d) Neither the Company nor any of the Subsidiaries, as the case may be, has received any notice from any insurance company of any material defects or inadequacies in the Owned Real Property or Leased Real Property or any part thereof, which would materially and adversely affect the insurability of the same or of any termination or threatened (in writing) termination of any policy of insurance.

     3.28 Environmental Matters.

     (a) (i) The operations of the Company and the Subsidiaries are, and at all times since January 1, 2001, have been in material compliance with all applicable Environmental Laws, including possession and compliance with the terms of all permits required by Environmental Laws and, to the knowledge of the Company and the Subsidiaries, there are no facts or circumstances that would materially increase the cost of maintaining such compliance in the future, (ii) there are no pending, or to the knowledge of the Company, threatened suits, actions, investigations or Proceedings under or pursuant to Environmental Laws by the Environmental Protection Agency or any other Governmental Body or any other Person against the Company or any of the Subsidiaries or involving any real property currently or, to the knowledge of the Company, formerly owned, operated or leased or other sites at which Hazardous Materials were disposed of by the Company or any of the Subsidiaries, (iii) the Company and the Subsidiaries have not received any written allegations of any Environmental Liabilities and, no facts, circumstances or conditions relating to, associated with or attributable to any real property currently or to the Company’s knowledge formerly owned, operated or leased by the Company or any of the Subsidiaries or the Company’s or any Subsidiary’s operations thereon has resulted in or is reasonably likely to result in Environmental Liabilities, (iv) all real property owned or operated by the Company or any of the Subsidiaries is free of contamination from Hazardous Materials that is reasonably likely to create material liability for clean-up or

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remediation under Environmental Laws, and (v) all material environmental reports, assessments and data produced in the last five years and in the possession or control of the Company or the Subsidiaries have been provided to Parent.

     (b) Without in any way limiting the generality of the foregoing, (i) there is no friable asbestos contained in space currently owned or leased by the Company or any of the Subsidiaries; and (ii) other than in fluorescent lighting or power company-owned transformers, no polychlorinated biphenyl’s (PCB’s) are used or stored at any property currently owned or leased by the Company or any of the Subsidiaries.

     (c) “Environmental Laws” shall mean any and all applicable federal, state, foreign, interstate, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, injunctions, decrees, requirements of any Governmental Body, any and all common law requirements, rules and bases of liability regulating, relating to, or imposing liability or standards of conduct concerning (i) pollution, (ii) any materials or wastes defined, listed, classified or regulated as hazardous or toxic, or as a pollutant or contaminant including petroleum, petroleum products, friable asbestos, urea formaldehyde, radioactive materials and polychlorinated biphenyls including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., the Clean Water Act, 33 U.S.C. Section 1251 et seq., the Clean Air Act, 42 U.S.C. Section 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C., Section 136 et seq., the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 et seq., and the Endangered Species Act (16 U.S.C. Section 1531 et seq.) as such laws have been amended or supplemented and the regulations promulgated pursuant thereto, and all analogous state or local statutes. “Environmental Liabilities” with respect to any Person shall mean any and all liabilities of such Person or any of its subsidiaries (including any entity which is, in whole or in part, a predecessor of such Person or any of such subsidiaries), which (i) arise under or are based upon Environmental Laws and (ii) relate to actions occurring or conditions existing on or prior to the Closing Date. “Hazardous Materials” shall mean any materials or wastes, defined, listed, classified or regulated as hazardous, toxic, a pollutant, or a contaminant regulated under any Environmental Laws including, but not limited to, petroleum, petroleum products, friable asbestos, urea formaldehyde, radioactive materials and polychlorinated biphenyls.

     3.29 Labor Matters.

     (a) Except as set forth on Schedule 3.29, as of the date hereof, (i) no work stoppage, slowdown, lockout, labor strike, arbitration or other labor dispute against the Company or any of the Subsidiaries is pending or, to the knowledge of the Company, threatened, (ii) no unfair labor practice charges, grievances or complaints are pending or, to the knowledge of the Company, threatened against the Company or any of the Subsidiaries, (iii) neither the Company nor any of the Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (iv) neither the Company nor any of the Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Body, with respect to unemployment compensation benefits, social security or other benefits or

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obligations for employees (other than routine payments to be made in the ordinary course of business consistent with past practice), (v) no employee of the Company or any of the Subsidiaries, at the officer level or above, has given notice to the Company or any of the Subsidiaries that any such employee intends to terminate his or her employment with the Company or any of the Subsidiaries, (vi) no employee of the Company or any of the Subsidiaries is in any respect in violation of any term of any (A) employment contract where such failure would be reasonably likely to have a Company Material Adverse Effect, (B) nondisclosure agreement, (C) common law nondisclosure obligations, (D) non-competition agreement, or (E) any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of the Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of the Subsidiaries or to the use of trade secrets or proprietary information of others, (vii) neither the Company nor any of the Subsidiaries is a party to, or otherwise bound by, any consent decree with any Governmental Body relating to employees or employment practices; (viii) the Company and each of the Subsidiaries are in material compliance with all applicable Law respecting labor and employment, including terms and conditions of employment, workers’ compensation, occupational safety and health requirements, immigration, plant closings and layoffs, wages and hours, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, employee benefits, severance payments, labor relations, employee leave issues and unemployment insurance and related matters; and (ix) there are no complaints, charges or claims against the Company or any of the Subsidiaries pending with or, to the knowledge of the Company, threatened by any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment of any employees by the Company and or any of the Subsidiaries.

     (b) Except as set forth on Schedule 3.29, the execution of this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and the consummation of the transactions contemplated hereby and thereby will not result in a material breach or other violation of any collective bargaining agreement or any other employment contract to which the Company or any of the Subsidiaries is a party.

     (c) Except as set forth on Schedule 3.29, as of the date hereof, (i) neither the Company nor any of the Subsidiaries is a party to, or otherwise bound by, any collective bargaining agreement or any other agreement with a labor union, labor organization or works council, nor are any such agreements presently being negotiated; (ii) none of the employees of the Company or any of the Subsidiaries is represented by any labor union, labor organization or works council in their capacities as employees of the Company or any of the Subsidiaries; (iii) no labor union, labor organization or works council or group of employees of the Company or any of the Subsidiaries has made a pending demand for recognition or certification to the Company or any of the Subsidiaries, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; or (iv) to the knowledge of the Company, no labor union, labor organization or works council is seeking to organize any employees of the Company or any of the Subsidiaries.

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     3.30 Rights Agreement.

     The Company has taken all necessary action to ensure that, for purposes of the Rights Agreement, as amended on the date hereof (a copy of which amendment has been provided to Parent), neither the Parent nor Acquisition Co. will become an “Acquiring Person,” the execution, delivery and performance of this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement do not, and the announcement, commencement or consummation of the Offer, the Merger and the other transactions contemplated hereby or by the Voting and Tender Agreements or the Acquisition Co. Option Agreement (including pursuant to any amendment thereto) will not, result in the grant of any rights to any Person under the Rights Agreement or enable, require or cause the rights thereunder to be exercised, distributed or triggered, and that the Rights will expire without any further force or effect as of the Effective Time. Other than the Parent and Acquisition Co. and their affiliates, the Company (or the Company’s board of directors) has not exempted or taken any action similar to exempting any Person or Entity from potential application of the Rights Agreement.

     3.31 Disclaimer of Other Representations and Warranties.

     The Company does not make, and has not made, any representations or warranties in connection with the Offer or the Merger other than those expressly set forth herein. It is understood that any data, any financial information or any memoranda, offering materials or presentations previously submitted to Parent are not and shall not be deemed to be or to include representations or warranties of the Company. Except as expressly set forth herein, no Person has been authorized by the Company to make any representation or warranty relating to the Company or any Subsidiary thereof or their respective businesses, or otherwise in connection with the Offer or the Merger and, if made, such representation or warranty may not be relied upon as having been authorized by the Company.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CO.

     Parent and Acquisition Co. jointly and severally represent and warrant to the Company as follows:

     4.1 Due Organization.

     Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Acquisition Co. is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota.

     4.2 Authority; Binding Nature of Agreement.

     Parent and Acquisition Co. have the corporate right, power and authority to perform their obligations under this Agreement; and the execution, delivery and performance by Parent and Acquisition Co. of this Agreement have been duly authorized by all necessary action on the part of Parent and Acquisition Co. and their respective boards of directors. This Agreement constitutes the legal, valid and binding obligation of Parent and Acquisition Co., enforceable against them in accordance with its terms. No vote of the holders of Parent’s securities is

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required to adopt this Agreement, approve the Merger or permit the consummation of any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement.

     4.3 Non-Contravention; Consents.

     Neither the execution and delivery of this Agreement by Parent and Acquisition Co. nor the consummation by Parent and Acquisition Co. of the Offer or the Merger will (a) conflict with or result in any breach of any provision of the certificate or articles of incorporation or bylaws of Parent or Acquisition Co., (b) result in a default by Parent or Acquisition Co. under any contract to which Parent or Acquisition Co. is a party, except for any default that has not had and will not have a material adverse effect on the ability of Parent and Acquisition Co. to consummate the Offer or the Merger, or (c) result in a violation by Parent or Acquisition Co. of any order, writ, injunction, judgment or decree to which Parent or Acquisition Co. is subject, except for any violation that has not had and will not have a material adverse effect on the ability of Parent and Acquisition Co. to consummate the Offer or the Merger. Except as may be required by the Securities Act, the Exchange Act, state securities or “blue sky” laws, the MBCA, Chapter 80B of the Minnesota Statutes any antitrust law or regulation (including the HSR Act) and the rules of the NASD, Parent is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution, delivery or performance of this Agreement or the consummation of the Offer or the Merger.

     4.4 Disclosure Documents.

     None of the information supplied or to be supplied in writing by or on behalf of Parent for inclusion in the Offer Documents will, at the time the Offer Documents are mailed to the shareholders of the Company or at any time between the time the Offer Documents are mailed to the shareholders of the Company and the acceptance of shares of Company Common Stock pursuant to the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied in writing by or on behalf of Parent for inclusion in the Proxy Statement will, at the time the Proxy Statement is mailed to the shareholders of the Company or at the time of the Company Shareholder Meeting (or any adjournment or postponement thereof), if required, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

     4.5 Sufficient Funds.

     Acquisition Co. has, or will have prior to the consummation of the Offer, sufficient liquid cash funds available to permit Acquisition Co. to satisfy the obligation to pay for shares of Company Common Stock in the Offer and to pay the Merger Consideration in the Merger, including the aggregate Cash Amount payable to holders of Company Options, pursuant to the terms and conditions of this Agreement.

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ARTICLE 5
CERTAIN COVENANTS OF THE COMPANY

     5.1 Access and Investigation.

     During the period from the date hereof through the Closing of the Merger (the “Pre-Closing Period”), the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries to: (a) provide Parent and Parent’s Representatives with reasonable access to the Acquired Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co.

     5.2 Operation of the Business.

     Unless Parent shall otherwise agree in writing and except as expressly contemplated by this Agreement or in the disclosure schedules (the inclusion of any such item constituting a consent to such matter by Parent and Acquisition Co.), during the Pre-Closing Period the Company shall conduct, and it shall cause the Subsidiaries to conduct, its or their businesses in the ordinary course and consistent with past practice, and the Company shall, and it shall cause each of the Subsidiaries to, use its reasonable best efforts to preserve intact its business organization, to keep available the services of its officers and employees and to maintain satisfactory relationships with all Persons with whom it does business. Without limiting the generality of the foregoing, neither the Company nor any of the Subsidiaries will:

     (a) amend or propose to amend its articles of incorporation or bylaws (or comparable governing instruments);

     (b) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any shares of, or any options, warrants, commitments,

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subscriptions or rights of any kind to acquire or sell any shares of, the capital stock or other securities of the Company or any Subsidiary, including but not limited to any securities convertible into or exchangeable for shares of stock of any class of the Company or any such Subsidiaries, except for the issuance of Company Common Stock pursuant to the exercise of stock options or warrants outstanding on the date of this Agreement in accordance with their present terms;

     (c) amend or waive any of its rights under any provision of any of the Company Stock Option Plans (provided that, notwithstanding anything in this Agreement to the contrary, the Company may accelerate vesting under any or all of the Company Options), any provision of any agreement evidencing any outstanding stock option or any restricted stock purchase agreement, or otherwise modify any of the terms of any outstanding option, warrant or other security or any related contract, in each case with respect to the capital stock of the Company or the Acquired Companies;

     (d) split, combine or reclassify any shares of its capital stock or declare, pay or set aside any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, other than dividends or distributions to the Company or a Subsidiary, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any shares of its capital stock or other securities;

     (e) create, incur or assume any debt, except for (i) debt in an aggregate amount not to exceed $1,000,000, (ii) refinancing of existing obligations on terms that are no less favorable to the Company or the Subsidiaries than the existing terms; (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any Person; (iv) make any capital expenditures or make any loans, advances or capital contributions to, or investments in, any other Person (other than to a Subsidiary and customary travel, relocation or business advances to employees); (v) acquire the stock or assets of, or merge or consolidate with, any other Person; (vi) voluntarily incur any material liability or obligation (absolute, accrued, contingent or otherwise); or (vii) sell, transfer, mortgage, pledge or otherwise dispose of, or encumber, or agree to sell, transfer, mortgage, pledge or otherwise dispose of or encumber, any assets or properties, real, personal or mixed material to the Company and the Subsidiaries taken as a whole other than to secure debt permitted under (i) and (ii) of this paragraph (e);

     (f) increase in any manner the compensation of any of its officers or employees or enter into, establish, amend or terminate any employment, consulting, retention, change-in-control, collective-bargaining, bonus or other incentive compensation, profit-sharing, health or other welfare, stock-option or other equity, pension, retirement, vacation, severance, deferred compensation or other compensation or benefit plan, policy, agreement, trust, fund or arrangement with, for or in respect of, any shareholder, officer, director, other employee, agent, consultant or affiliate other than as required pursuant to the terms of agreements in effect on the date of this Agreement, other than increases in the salaries or wages of present employees (other than executives, officers and directors) in the ordinary course of business and consistent with past practice;

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     (g) make or rescind any material Tax election or settle or compromise any material Tax liability of the Company or of any Acquired Company;

     (h) (i) commence or settle any material Proceeding, or (ii) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of claims, liabilities or obligations either (A) reflected or reserved against in the Latest Balance Sheet; or (B) in an aggregate amount not to exceed $100,000;

     (i) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization or any agreement relating to an Acquisition Proposal;

     (j) permit any material insurance policy naming it as a beneficiary or a loss payable payee to be cancelled or terminated without notice to Parent;

     (k) enter into any agreement, understanding or commitment that restrains, limits or impedes, in any material respect, the ability of any Acquired Company to compete with or conduct any business or line of business;

     (l) plan, announce, implement or effect any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of employees of the Company or the Subsidiaries generally;

     (m) take any action that could be reasonably expected to result in any of the conditions to the Offer set forth in Annex I not being satisfied;

     (n) take any action that could reasonably be expected to require the Company to become obligated to pay any severance due to a change-in-control or similar provision in any Contract; or

     (o) bid, make any proposal to obtain, agree, commit or execute any Contract to perform or to provide any product or service in connection with any E-rate program other than with respect to legally binding obligations existing on the date of this Agreement to be performed in accordance with all applicable Law.

     The Company shall, and the Company shall cause each Subsidiary to, use its reasonable best efforts to comply in all respects with all Laws applicable to it or any of its properties, assets or business and maintain in full force and effect all the Permits necessary for, or otherwise material to, such business.

     5.3 No Solicitation.

     (a) For purposes of this Agreement, an “Alternative Transaction” shall mean any of the following transactions: (i) any transaction or series of related transactions with one or more third Persons involving (A) any purchase from such party or acquisition (whether by way of a merger, share exchange, consolidation, business combination, consolidation or similar transaction) by any Person or “group” of Persons (as defined under Section 13(d) of the

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Exchange Act and the rules and regulations thereunder) of more than a 25% interest in the total outstanding voting securities of such party or any tender offer or exchange offer that, if consummated, would result in any Person or group of Persons beneficially owning 25% or more of the total outstanding voting securities of such party or any merger, consolidation, business combination or similar transaction involving such party, or (B) any sale, lease, exchange, transfer, license, acquisition or disposition of more than 25% of the aggregate fair market value of the consolidated assets of such party and its subsidiaries, taken as a whole, immediately prior to such sale, lease, exchange, transfer, license, acquisition or disposition; or (ii) any liquidation or dissolution of such party. “Alternative Transaction Proposal” means any offer, inquiry, proposal or indication of interest (whether binding or non-binding) to any Person or its shareholders relating to an Alternative Transaction.

     (b) The Company shall not, nor shall it permit any Subsidiary to, nor shall it authorize or permit any of its or any Subsidiary’s officers, directors, employees, representatives, investment bankers, financial advisers, accountants and agents (collectively, “Representatives”), directly or indirectly, to: (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action to, or which is designed or reasonably likely to, facilitate, induce or encourage any inquiries with respect to, or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Alternative Transaction Proposal; (ii) participate in any discussion or negotiations regarding or facilitate any effort or attempt to make any Alternative Transaction Proposal (except to the extent necessary to disclose the Company’s obligations under this Section 5.3); (iii) approve, endorse or recommend any Alternative Transaction Proposal, except to the extent permitted pursuant to paragraph (d) below; or (iv) enter into any letter of intent or similar document or any contract, agreement or commitment (whether binding or not) contemplating or otherwise relating to any possible or proposed Alternative Transaction Proposal; provided, however, that the covenants and obligations of the Company under this paragraph are subject to paragraph (d) below.

     (c) As promptly as reasonably practicable (and in any event within 24 hours) after receipt of any Alternative Transaction Proposal or any request for nonpublic information or any inquiry relating in any way to any Alternative Transaction Proposal, the Company shall provide Parent with oral and written notice of the material terms and conditions of such Alternative Transaction Proposal, request or inquiry, a copy of any definitive agreement regarding such Alternative Transaction Proposal and any revisions thereto, and the identity of the Person or group of Persons making any such Alternative Transaction Proposal, request or inquiry. In addition, the Company shall keep Parent informed, as promptly as reasonably practicable, in all material respects of the status and details (including amendments or proposed amendments) of any such Alternative Transaction Proposal, request or inquiry.

     (d) Notwithstanding the covenants in Section 5.3(b) above, if the Company is not in breach of its covenants contained in Section 5.3(b) above (it being understood that a breach by a Subsidiary or Representative shall be deemed to be a breach by the Company for purposes of this paragraph (d)), prior to the Offer Closing Date (as defined in Section 7.3 below), in response to an unsolicited bona fide Alternative Transaction Proposal that the Company’s board of directors determines in good faith (after receipt of advice from its outside legal counsel and in consultation with its financial advisor) constitutes or would reasonably be expected to lead to a Company Superior Proposal, the Company’s board of directors may, to the extent that it

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determines in good faith (after receipt of advice from its outside legal counsel) that such action is required in order to comply with its fiduciary duties under applicable Law, take the following actions to the extent reasonably necessary to satisfy such fiduciary duties (but only after giving Parent not less than 24 hours written notice of the intention to take such action and the identity of the Person or group of Persons making such Alternative Transaction Proposal): (i) furnish information with respect to the Company to any Person pursuant to a customary confidentiality agreement (as determined by the Company after consultation with its outside legal counsel) but in no event less restrictive than the Confidentiality Agreement between the Company and Parent dated as of September 21, 2004 and provided that any information provided to such Person is contemporaneously provided to Parent; and/or (ii) participate in negotiations regarding such Alternative Transaction Proposal. For purposes of this Agreement, a “Company Superior Proposal” means any bona fide unsolicited written Alternative Transaction Proposal made by a third party to acquire, directly or indirectly, for consideration consisting of cash and/or securities (with any financing necessary to consummate such Alternative Transaction Proposal to have been committed by a financial institution with assets of at least $1 billion), all of the Company’s capital stock then outstanding or all of the assets of the Company, and otherwise on terms which the Company’s board of directors determines in its good faith judgment (based on the advice of its advisors) to be more favorable from a financial point of view to the Company’s shareholders than the Offer and the Merger, as the same may be proposed to be amended (taking into account all factors relating to such proposed transaction deemed relevant by the Company’s board of directors, including without limitation the amount and form of consideration, the timing of payment, the risk of consummation of the transaction, the financing thereof and all other conditions thereto).

     (e) Neither the Company’s board of directors nor any committee thereof shall (i) withhold, withdraw, amend or modify, or propose to withhold, withdraw, amend or modify, the approval and Company Board Recommendation, (ii) approve or recommend, or propose to approve or recommend, any Alternative Transaction or (iii) cause the Company or any Subsidiary to enter into any letter of intent, agreement in principle, acquisition agreement or other agreement with respect to an Alternative Transaction unless the Company’s board of directors shall have previously terminated this Agreement pursuant to Section 8.1(g).

     (f) Nothing contained in this Section 5.3 shall prohibit the Company from taking and disclosing to its shareholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any other disclosure to the Company’s shareholders if, in the good faith judgment of the Company’s board of directors, after receipt of advice from its outside legal counsel, failure so to disclose would create a reasonable possibility of a breach of its fiduciary duties to the Company’s shareholders under applicable Law; provided, however, neither the Company nor its board of directors nor any committee thereof shall, except as permitted by Section 5.3(e), withdraw or modify, or propose publicly to withdraw or modify, Company Board Recommendation or approve or recommend, or propose publicly to approve or recommend, an Alternative Transaction Proposal.

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ARTICLE 6
COVENANTS OF THE PARTIES

     6.1 Shareholder Approval; Proxy Statement.

     (a) If the adoption of this Agreement by the Company’s shareholders is required by applicable Law, the Company shall, as promptly as practicable following the Offer Closing Date (as defined in Section 7.3 below), take all action necessary under all applicable Law to call, give notice of and hold a meeting of the holders of Company Common Stock to vote on the adoption of this Agreement (the “Company Shareholder Meeting”).

     (b) If the adoption of this Agreement by the Company’s shareholders is required by Law, the Company shall, as soon as practicable following the Offer Closing Date, prepare and file with the SEC the Proxy Statement and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company’s shareholders, as promptly as practicable.

     (c) Notwithstanding anything to the contrary contained in this Agreement, if Acquisition Co. shall own by virtue of the Offer or otherwise at least 90% of the outstanding shares of Company Common Stock (such that the conditions of Section 302A.621 of the MBCA are satisfied), the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration date of the Offer (as such expiration date may have been extended in accordance with the terms of this Agreement) without the Company Shareholder Meeting (a “Short Form Merger”).

     (d) Parent agrees to cause all shares of Company Common Stock, if any, owned by Parent or any subsidiary of Parent to be voted in favor of the adoption of the Agreement at the Company Shareholder Meeting.

     6.2 Regulatory Approvals.

     Each party shall use its reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Offer, the Merger and the other transactions contemplated by this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date hereof, prepare and file any notifications required under any applicable antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated by this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement. The Company and Parent shall respond as promptly as practicable to any inquiries or requests received from any antitrust authority or other Governmental Body in connection with antitrust or related matters. Each of the Company and Parent shall (a) give the other party prompt notice of the commencement or threat of commencement of any Proceeding by or before any Governmental Body with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement, (b) keep the other party informed as to the status of any such

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Proceeding or threat, and (c) promptly inform the other party of any communication to or from any Governmental Body regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement. Except as may be prohibited by any Governmental Body or by any Law, (x) each party will consult and cooperate with the other, and will consider in good faith the views of the other, in connection with any analysis, appearance, presentation, memorandum, brief, Proceeding under or relating to any foreign, federal or state antitrust or fair trade Law, and (y) in connection with any such Proceeding, each party will permit authorized Representatives of the other to be present at each meeting or conference relating to any such Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Proceeding. At the request of Parent, the Company shall agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to its or the Subsidiaries’ ability to operate or retain any of the businesses, product lines or assets of the Company or any Subsidiary, provided, however, that any such action is conditioned upon the consummation of the Offer.

     6.3 Employee Benefits.

     (a) Parent agrees that, until the first anniversary of the Offer Closing Date, it will not and will not permit the Surviving Corporation to reduce the level of base salary applicable to employees of the Acquired Companies who continue employment with Parent, the Surviving Corporation or any Subsidiary and, during such one-year period, will not make any change in any Company Benefit Plan applicable to such employees as of the Offer Closing Date that would be reasonably likely to materially adversely affect any employee; provided, however, that nothing in this Section 6.3(a) or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Surviving Corporation or any Subsidiary and the employment of each such employee shall be “at will” employment, except to the extent otherwise provided in a written employment agreement. Parent further agrees that employees of the Acquired Companies who continue employment with Parent, the Surviving Corporation or any Subsidiary shall receive full credit for eligibility, vesting, level of benefits and years of service with the Company or any of the Subsidiaries prior to the Merger for all purposes of any benefit plan of the Parent, the Surviving Corporation or any Subsidiary applicable to such employee.

     (b) The Acquired Companies shall terminate, effective as of the day immediately prior to and contingent upon the Acquired Company becoming a member of the same “controlled group of corporations” (as such term is defined in Code Section 414(b)) as Parent (the “401(k) Termination Date”), any 401(k) Plan sponsored by any of the Acquired Companies (or in which any of the Acquired Companies participate), but only if Parent has given any such Acquired Company a written direction, at least five business days prior to the Effective Time, to terminate such 401(k) Plan. If any such notice is timely given, the Acquired Companies shall, before the Effective Time, provide Parent evidence that such 401(k) Plans have been terminated effective as of the 401(k) Termination Date, pursuant to resolutions of the board of directors of the applicable Acquired Company (the form and substance of such resolutions shall be subject to review and approval of Parent).

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     6.4 Indemnification of Officers and Directors.

     (a) All rights to indemnification existing in favor of those Persons who are or have at any time been directors and/or officers of the Company (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the Company’s bylaws, articles of incorporation and/or by contract, or the MBCA, each as in effect as of the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent available under Minnesota law for a period of six years after the Effective Time.

     (b) To the fullest extent available under Minnesota law, the Surviving Corporation shall pay all expenses, including reasonable fees and expenses of counsel, that an Indemnified Person may incur in enforcing the indemnity and other obligations provided for in this Section 6.4. The Indemnified Person shall be entitled to control the defense of any action, suit, investigation or proceeding with counsel of his or her own choosing reasonably acceptable to the Surviving Corporation, and the Surviving Corporation shall cooperate in the defense thereof; provided, however, that the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld).

     (c) The Surviving Corporation shall cause there to be in place, effective as of the Effective Time, a fully paid officers’ and directors’ liability insurance policy (“D&O Policy”) in respect of acts or omissions occurring prior to the Merger covering each such Indemnified Person covered by the Company’s officers’ and directors’ liability insurance policy as of the date of this Agreement on terms with respect to coverage and amount that are no less favorable than those of such policy in effect on the date hereof and extending for a period of six years from the Effective Time. The Company’s board of directors shall promptly determine in good faith and shall confirm in writing to Parent whether the D&O Policy proposed to be provided by the Surviving Corporation is accepted to constitute insurance that is no less favorable as aforesaid.

     (d) If Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person; then, and in each such case, to the extent necessary to effectuate the purposes of this Section 6.4, proper provision shall be made so that Parent’s successors and assigns assume Parent’s obligations set forth in this Section 6.4, and none of the actions described in clause (i) or clause (ii) shall be taken until such provision is made.

     (e) Parent shall cause the Surviving Corporation to perform all of the Surviving Corporation’s obligations under this Section 6.4. If at any time from and after the Effective Time until the six-year anniversary of the Effective Time, the Surviving Corporation does not have the D&O Policy required by Section 6.4(c), Parent shall guarantee the indemnification obligations of the Surviving Corporation to the Indemnified Persons under this Section 6.4 in an amount not to exceed in the aggregate the Guaranteed Amount. The “Guaranteed Amount” shall mean $10,000,000 less any amounts paid to or for the benefit of any or all of the Indemnified Persons by the Surviving Corporation or the Parent (or any other affiliate of Parent) or pursuant to the D&O Policy or any other directors’ and officers’ liability insurance maintained by or on behalf of Parent or the Surviving Corporation (or any other affiliate of Parent).

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     (f) The provisions of this Section 6.4 shall be enforceable by each Indemnified Person and his or her heirs and Representatives. The obligations of Parent and Surviving Corporation with respect to the indemnification of Indemnified Persons hereunder shall be joint and several.

     6.5 Additional Agreements.

     Each of Parent and the Company shall use its reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement. Without limiting the generality of the foregoing, each party to this Agreement (a) shall make all filings and give all notices required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement, (b) shall use its reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Law or contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement, and (c) shall use its reasonable best efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement. Each party shall promptly deliver to the other parties a copy of each such filing made, each such notice given and each such Consent obtained by such party during the Pre-Closing Period.

     6.6 Press Releases.

     Parent and the Company shall consult with each other before issuing any press release or otherwise making any public statement with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement. Without limiting the generality of the foregoing, the Company shall not, and shall not permit any Subsidiary or any Representative of any of the Acquired Companies to, make any disclosure to employees of any of the Acquired Companies, to the public or otherwise regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement unless (a) Parent shall have been given the opportunity to review and comment upon such disclosure and shall have approved such disclosure or (b) such disclosure is required by applicable Law.

     6.7 Resignation of Officers and Directors.

     The Company shall use its reasonable best efforts to obtain and deliver to Parent on or prior to the acceptance of shares of Company Common Stock pursuant to the Offer the resignation of each director of each of the Acquired Companies (subject to Section 1.3) and such officers of the Acquired Companies as Parent shall request.

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     6.8 General Cooperation.

     During the Pre-Closing Period, the Acquired Companies will use their reasonable best efforts to operate their businesses in such a manner as to achieve a smooth transition consistent with the respective business interests of the Acquired Companies and Parent. In this regard, the Acquired Companies and Parent agree that they will enter into good-faith discussions concerning the businesses of the Acquired Companies, including but not limited to personnel policies and procedures, and other operational matters.

ARTICLE 7
CONDITIONS PRECEDENT TO THE MERGER

     The obligations of the parties to effect the Merger are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

     7.1 Shareholder Approval.

     If required by applicable Law, this Agreement shall have been duly adopted by the Required Company Shareholder Vote.

     7.2 No Restraints.

     No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger shall have been issued by any court of competent jurisdiction and remain in effect, and there shall not be any Law enacted or deemed applicable to the Merger that makes consummation of the Merger illegal; provided, however, that in the case of a restraining order, injunction or other order, each of the parties shall have used their reasonable best efforts to prevent the entry of any such restraining order, injunction or other order and to appeal as promptly as possible any restraining order, injunction or other order that may be entered.

     7.3 Consummation of Offer.

     Acquisition Co. shall have accepted for payment and paid for shares of Company Common Stock pursuant to the Offer (the first date on which the foregoing occurs is referred to as the “Offer Closing Date”).

ARTICLE 8
TERMINATION

     8.1 Termination.

     This Agreement may be terminated prior to the Offer Closing Date or the Effective Time, as set forth below, by action taken or authorized by the board of directors of the party or parties effecting such termination, whether before or after the Required Company Shareholder Vote, for any reason provided below:

     (a) by mutual written consent of Parent and the Company;

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     (b) prior to the Effective Time, by either Parent or the Company if a court of competent jurisdiction or other Governmental Body shall have issued a final and non-appealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the acceptance of shares of Company Common Stock pursuant to the Offer or the Merger or making consummation of the Offer or the Merger illegal; provided, however, that in the case of a restraining order, injunction or other order, each of the parties shall have used its reasonable best efforts to prevent the entry of any such restraining order, injunction or other order and to appeal as promptly as possible any restraining order, injunction or other order that may be entered;

     (c) prior to the Offer Closing Date, by either Parent or the Company if the acceptance for payment of shares of Company Common Stock pursuant to the Offer shall not have occurred (i) upon the expiration of the Offer in accordance with its terms as a result of a failure of any of the conditions of the Offer, or (ii) on or prior to the close of business on April 20, 2005 (the “Drop Dead Date”); provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(c) if the failure of the acceptance for payment of shares of Company Common Stock pursuant to the Offer by the close of business on the expiration of the Offer or the Drop Dead Date, as the case may be, is attributable to a failure on the part of such party to perform any covenant in this Agreement required to be performed by such party or a material breach of any representation of warranty by such party at or prior to the Offer Closing Date;

     (d) prior to the Offer Closing Date, by Parent if the Company shall not have performed and complied, in all material respects, with each covenant or agreement contained in the Agreement and required to be performed or complied with by it, or if any of the representations and warranties of the Company set forth in the Agreement shall not be true and correct, as of the date of this Agreement or as of a date subsequent to the date of this Agreement as if made on such subsequent date (except as to any representation or warranty that speaks as of a specific date, which must be untrue as of such date); provided, however, if such inaccuracy or breach is curable by the Company, then Parent may not terminate the Agreement under this Section 8.1(d) with respect to a particular inaccuracy or breach prior to or during the ten-business-day period commencing upon delivery by Parent of written notice to the Company of such inaccuracy or breach, so long as the Company continues to exercise its reasonable best efforts to cure such inaccuracy or breach during such ten-business-day period;

     (e) prior to the Offer Closing Date, by the Company if: (i) any of Parent’s representations and warranties contained in this Agreement shall fail to be true and correct as of the date of this Agreement, or as of a date subsequent to the date of this Agreement (as if made on such subsequent date) (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall not be true and correct as of such earlier date), except where such failure does not have a material adverse effect on the ability of Parent or Acquisition Co. to consummate the Offer or the Merger; or (ii) Parent shall not have complied with, in all material respects, Parent’s covenants contained in this Agreement, except where such noncompliance does not have a material adverse effect on the ability of Parent or Acquisition Co. to consummate the Offer or the Merger; provided, however, if such inaccuracy or breach is curable by Parent, then the Company may not terminate this Agreement under this Section 8.1(e) with respect to a particular inaccuracy or breach prior to or

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during the ten-business-day period commencing upon delivery by the Company of written notice to Parent of such inaccuracy or breach, so long as Parent continues to exercise its reasonable best efforts to cure such inaccuracy or breach within such ten-business-day period; or

     (f) prior to the Offer Closing Date, by Parent if the Company’s board of directors has authorized the Company to enter into a binding written agreement regarding an Alternative Transaction Proposal (it being understood that this Section 8.1(f) does not grant to the Company any right to take such action); or

     (g) prior to the Offer Closing Date, by the Company if (i) the Company’s board of directors determines that an Alternative Transaction Proposal constitutes a Company Superior Proposal, and (ii) the Company’s board of directors authorizes the Company to enter into a binding written agreement regarding such Alternative Transaction Proposal (provided that the Company complies with provisions of this Agreement including Section 5.3, provides information to Parent regarding such Alternative Transaction Proposal as reasonably requested by Parent, and certifies to Parent in writing that it has complied with such provisions, and within five business days of receipt of such written certification by Parent, Parent does not make an offer that the Company’s board of directors determines, in good faith after consultation with its outside legal counsel and independent financial adviser, to be at least as favorable to the Company’s shareholders as the Company Superior Proposal) (it being understood that the Company shall not enter into any binding agreement during such five-business-day period), and the Company pays the Termination Fee at or prior to the termination of this Agreement; provided, however, that in the event that the determination by the Company’s board of directors that such Alternative Transaction Proposal constitutes a Company Superior Proposal is made less than five business days prior to the scheduled expiration date of the Offer, Parent shall have the right, in its sole discretion, to either (A) reduce the five-day period described above or (B) extend the Offer, in either case so that such five-day period will end one day prior to the expiration date of the Offer (and the Company hereby consents to any such action by Parent including any such extension of the expiration date of the Offer); or

     (h) by the Company if Parent or Acquisition Co. shall have (i) failed to commence the Offer within five business days of the date hereof (assuming that the Company has timely complied with its obligations to cooperate with Parent and Acquisition Co. in connection with the Offer), or (ii) failed to pay for the shares of Company Common Stock pursuant to the Offer in accordance with this Agreement.

     8.2 Effect of Termination.

     If this Agreement is terminated as provided in Section 8.1, it shall be of no further force or effect; provided, however, that (i) Section 8.2, Section 8.3 and Article 9 (and the Confidentiality Agreement, as defined below) shall survive the termination of this Agreement and shall remain in full force and effect, (ii) the termination of this Agreement shall not relieve any party from any liability for fraud or from any liability for any breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement, the Tender and Voting Agreement or the Acquisition Co. Option Agreement, and (iii) no termination of this Agreement shall in any way affect any of the parties’ rights or obligations with respect to any shares of Company Common Stock accepted for payment and paid for pursuant to the Offer prior

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to such termination. For purposes hereof, “Confidentiality Agreement” shall mean that certain Confidentiality Agreement dated as of September 21, 2004, by and between Parent and the Company.

     8.3 Expenses; Termination Fees.

     (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement shall be paid by the party incurring such expenses, whether or not the Offer or the Merger is consummated; provided, however, that Parent and the Company shall share equally all fees and expenses, other than attorneys’ fees, accounting fees, and financial advisory fees, incurred in connection with (A) the filing, printing and mailing of the Offer Documents and the Proxy Statement and any amendments or supplements thereto and (B) the filing of any notice or other document under any applicable antitrust law or regulation, including the filing with the United States Department of Justice and Federal Trade Commission pursuant to the HSR Act.

     (b) If this Agreement is terminated (i) by Parent or Acquisition Co. pursuant to Section 8.1(f), or (ii) by the Company pursuant to Section 8.1(g); then the Company shall immediately pay to Parent the Termination Fee. For purposes of this Agreement, “Termination Fee” shall mean a fee in immediately available United States dollars equal to $4,000,000. If this Agreement is terminated under circumstances pursuant to which a Termination Fee is not required to be paid, then the Company shall reimburse Parent its reasonable out-of-pocket fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby; provided, however, that Parent provides back up documentation for each such reasonable expense and such reasonable expenses shall not exceed $700,000.

ARTICLE 9
GENERAL PROVISIONS

     9.1 Amendment.

     Subject to Section 1.3, this Agreement may be amended with the approval of the respective boards of directors of the Company and Parent at any time. This Agreement may not be amended except by an instrument in writing signed on behalf of all of the parties hereto.

     9.2 Waiver and Consents.

     No failure on the part of any party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. Whenever this Agreement requires or permits consent by

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or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section.

     9.3 Knowledge Convention.

     Whenever any statement herein or in any schedule, exhibit, certificate or other document delivered to any party pursuant to this Agreement is made “to the knowledge” of a party hereto or words of similar intent, such statement shall be deemed to be made to the actual knowledge of the persons identified on Schedule 9.3 after a reasonable investigation of the subject matter thereof.

     9.4 No Survival of Representations and Warranties.

     None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Merger; provided, however, that this Section 9.4 shall not limit any covenant or agreement of the parties hereto which by its terms provides for performance after the Effective Time or after termination of this Agreement.

     9.5 Entire Agreement.

     This Agreement (together with its attachments, exhibits, annexes and schedules) and the other agreements referred to herein constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof; provided, however, that the confidentiality provisions of the Confidentiality Agreement shall not be superseded and shall remain in full force and effect.

     9.6 Counterparts and Delivery.

     This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. Signatures delivered by means of facsimile or other electronic transmission shall be valid and binding to the same extent as the delivery of original signatures.

     9.7 Third-Party Beneficiaries.

     No provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies under any provision of this Agreement except for (a) Indemnified Persons pursuant to, as provided by and in accordance with Section 6.4, and (b) holders of Company Options and Warrants pursuant to, as provided by and in accordance with Section 2.5(b).

     9.8 Governing Law; Jurisdiction and Venue.

     This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, regardless of any conflicts-of-law principles. In any action between or among any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, the Tender and Voting Agreement and the

46

Acquisition Co. Option Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in the Western District of the Commonwealth of Pennsylvania and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action brought in such court has been brought in an inconvenient forum; (b) if any such action is commenced in a state court, then, subject to applicable Law, no party shall object to the removal of such action to any federal court located in the Western District of the Commonwealth of Pennsylvania; (c) each of the parties irrevocably waives the right to trial by jury; and (d) each of the parties irrevocably consents to service of process by first-class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 9.12.

     9.9 Specific Performance.

     The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the parties agree that each party shall be entitled to an injunction or restraining order to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States located in the Western District of the Commonwealth, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.

     9.10 Headings.

     The section, paragraph and other headings contained in this Agreement are inserted for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

     9.11 Assignability.

     This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of the Company’s rights hereunder may be assigned by the Company without the prior written consent of Parent, and any attempted assignment of this Agreement or any of such rights by the Company without such consent shall be void and of no effect; provided, further, that Parent may assign this Agreement to any direct or indirect subsidiary of Parent without the prior written consent of the Company, but any such assignment shall not relieve Parent of any of its obligations hereunder. Other than Section 6.4 (which is intended to be for the benefit of the Indemnified Parties and may be enforced by the Indemnified Parties), nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Any assignment prohibited under this Section 9.11 shall be null and void.

     9.12 Notices.

     All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement, or in

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connection with the transactions contemplated hereby and thereby shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (a) if personally delivered, on the business day after it is sent (as evidenced by the receipt of the personal delivery service); (b) if mailed by certified or registered mail with return receipt requested, four business days after the aforesaid mailing; (c) if delivered by overnight courier (with all charges having been prepaid), on the second business day after it is sent (as evidenced by the receipt of the overnight courier service of recognized standing); or (d) if delivered by facsimile transmission, on the business day of such delivery if confirmed within 48 hours thereafter by a signed original sent in one of the manners set forth in (a) through (c) above. If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address of which no notice was given (in accordance with this Section 9.12), or the refusal to accept same, the notice shall be deemed received on the business day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the following addresses or facsimile numbers as applicable:

If to Company:	Norstan, Inc.
	5101 Shady Oak Road
	Minnetonka, Minnesota 55343
	Attention: Scott G. Christian, President and               Chief Executive Officer
	Fax: (612) 240-2969
With a copy to:	Maslon Edelman Borman & Brand, LLP
	3300 Wells Fargo Center
	90 South Seventh Street
	Minneapolis, Minnesota 55402
	Attention: Neil I. Sell, Esq.
	Fax: (612) 642-8337
If to Parent or
Acquisition Co.:	Black Box Corporation
	1000 Park Drive
	Lawrence, Pennsylvania 15055
	Attention: Fred C. Young, Chief Executive Officer
	Fax: (412) 873-6608 and
	Christopher H. Gebhardt, General Counsel
	Fax: (412) 873-6725
With a copy to:	Buchanan Ingersoll PC
	One Oxford Centre
	301 Grant Street, 20th Floor
	Pittsburgh, Pennsylvania 15219
	Attention: Ronald Basso, Esq.
	Fax: (412) 562-1041

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     9.13 Cooperation.

     Each party to this Agreement agrees to reasonably cooperate with the other parties and to execute and deliver such further documents, certificates, agreements and instruments and to take such other actions as may be reasonably requested by the other parties to evidence or reflect the transactions contemplated by this Agreement, the Tender and Voting Agreement and the Acquisition Co. Option Agreement and to carry out the intent and purposes of this Agreement.

     9.14 Severability.

     Any term or provision of this Agreement that is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction or other authority declares that any term or provision hereof is invalid, void or unenforceable, the parties agree that the court making such determination shall have the power to reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision.

     9.15 Construction.

     The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits” and “Annexes” are intended to refer to Sections of this Agreement and Exhibits or Annexes to this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms.

[Remainder of page intentionally left blank]

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     In Witness Whereof, the parties have caused this Agreement and Plan of Merger to be executed as of the date first above written.

COMPANY:
NORSTAN, INC.
By:	/s/ Scott G. Christian
	Scott G. Christian, President and Chief
	Executive Officer
PARENT:
BLACK BOX CORPORATION
By:	/s/ Fred C. Young
	Fred C. Young, Chief Executive Officer
ACQUISITION CO.:
SF ACQUISITION CO.
By:	/s/ Fred C. Young
	Fred C. Young, Chief Executive Officer

Signature Page – Agreement and Plan of Merger

Exhibit A

Scott G. Christian

Robert J. Vold

Michael E. Laughlin

Donna M. Warner

Steven D. Anderson

Alan R. Perry

ANNEX I

CONDITIONS OF THE OFFER

     Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Merger (the “Agreement”) of which this Annex I is a part. Notwithstanding any other provision of the Offer, Acquisition Co. shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Acquisition Co.’s obligation to pay for or return tendered shares of Company Common Stock promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, the payment for, any tendered shares of Company Common Stock, and may amend the Offer consistent with the terms of the Agreement or terminate the Offer and not accept for payment any tendered shares of Company Common Stock, if (i) the Minimum Condition shall not have been satisfied at the time of expiration of the Offer (as the same may be extended pursuant to the Agreement), or (ii) on any scheduled expiration date any of the following events or circumstances shall occur or exist:

(a) any waiting period under any applicable antitrust Law or regulation (including the HSR Act) shall not have expired or been terminated;

(b) any event that has had or would reasonably be expected to have a Company Material Adverse Effect;

(c) (i) any general suspension of trading in, or limitation on prices for, securities on the New York Stock Exchange or Nasdaq National Market, or (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by federal or state authorities on the extension of credit by lending institutions, or a disruption of or material adverse change in either the syndication market for credit facilities or the financial, banking or capital markets;

(d) any of the representations and warranties of the Company set forth in the Agreement (without giving effect to any materiality or similar qualification contained therein) shall not be true and correct, as of the date of this Agreement or as of a date subsequent to the date of this Agreement as if made on such subsequent date, except to the extent the failure of any such representations and warranties to be true and correct (without giving effect to any materiality or similar qualification contained therein), taken together in their entirety, would not reasonably be expected to have a Company Material Adverse Effect; provided, however, that any such breach capable of being cured has not in fact been cured prior to the initial expiration date of the Offer (or such later date upon which the Offer shall expire in accordance with Section 1.1(d));

(e) the Company shall not have performed and complied, in all material respects, with each covenant or agreement contained in the Agreement and required to be performed or complied with by it and such failure would reasonably be expected to have a Company Material Adverse Effect and such failure is incapable of being cured or has not been cured during the grace period described in the proviso below; provided, however, if such

Annex - 1

breach is curable by the Company, then Parent may not terminate the Agreement under this Section 8.1(d) with respect to a particular breach prior to or during the ten-business-day period commencing upon delivery by Parent of written notice to the Company of such breach, so long as the Company continues to exercise commercially reasonable efforts to cure such breach during such ten-business-day period;

(f) any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Offer or the Merger or any of the other transactions contemplated by the Agreement shall be pending or shall have been issued by any court of competent jurisdiction and remain in effect, or there shall be any Law enacted or deemed applicable by a Governmental Body to the Offer or the Merger or any of the other transactions contemplated by the Agreement that makes consummation of the Offer, the Merger or any of the other transactions contemplated by the Agreement illegal;

(g) the failure of the parties’ filing under the HSR Act to have been accepted by the Federal Trade Commission and United States Department of Justice without material modification to the Offer, Merger or other transactions contemplated by the Agreement or the issuance of an order by the United Stated Department of Justice or the Federal Trade Commission to Parent to divest certain of its assets in connection with the transactions contemplated by the Agreement;

(h) the failure of the Company to obtain any necessary consent to the transactions contemplated by this Agreement required by the Contracts with the Company’s vendors identified in writing by the Parent to the Company on or prior to the date of this Agreement;

(i) the notice period for prepayment of indebtedness under the Loan and Security Agreement by and among Norstan Communications, Inc., Vibes Technologies, Inc., Norstan, Inc., Norstan Financial Services, Inc., Norstan Canada, Inc., Norstan International, Inc., Norstan Canada Ltd. and Wells Fargo Foothill, Inc., as arranger and administrative agent, shall not have been waived or expired by its terms;

(j) the failure of any of the Company’s executive officers identified on Exhibit A to execute an agreement (a “New Agreement”) in favor of Parent, Acquisition Co. and/or the Company containing terms consistent with the “Senior Executive Compensation Highlights” signed by such executives except that the New Agreement will provide for a non-compete and non-solicitation period of 12 months from the date of termination of employment regardless of when such date shall occur (24 months in the case of the Company’s Chief Executive Officer);

(k) the Agreement shall have been terminated in accordance with its terms; or

(l) there shall have been instituted or pending any shareholder derivative litigation or shareholder class action litigation against the Company or its executive officers or directors.

     The foregoing conditions are for the sole benefit of Parent and Acquisition Co. and (except for the Minimum Condition) may be waived by Parent and Acquisition Co., in whole or in part at any time and from time to time, in the sole discretion of Parent and Acquisition Co.

Annex - 2

The failure by Parent or Acquisition Co. at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time.

Annex - 3

EX-99.2

Ex-2

EX-99.3

Exhibit 3

TENDER AND VOTING AGREEMENT

     This TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 20, 2004, by and among Black Box Corporation, a Delaware corporation (the “Parent”), SF Acquisition Co., a Minnesota corporation and a direct wholly-owned subsidiary of Parent (the “Acquisition Co.”), and certain shareholders and the executive officers and directors of Norstan, Inc., a Minnesota corporation (the “Company”), each of which is identified on Schedule A attached hereto (each a “Shareholder” and, collectively, the “Shareholders”).

     WHEREAS, simultaneously with the execution of this Agreement, Parent, Acquisition Co. and the Company are entering into an Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended or supplemented, the “Merger Agreement”), which provides, among other things, for the acquisition of the Company by Parent by means of a cash tender offer (the “Offer”) by Acquisition Co. for all outstanding shares of common stock, $ .10 par value per share, of the Company (the “Company Common Stock”) and for the subsequent merger of Acquisition Co. with and into the Company with the Company continuing as the surviving entity (the “Merger”);

     WHEREAS, as of the date hereof, each Shareholder is the Beneficial Owner (as defined below) of the outstanding shares of Company Common Stock set forth opposite such Shareholder’s name in Schedule A (such Shareholder’s “Owned Shares”); and

     WHEREAS, as an inducement and a condition to its entering into the Merger Agreement and incurring the obligations set forth therein, Parent has required that each Shareholder enter into this Agreement;

     NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained herein and in the Merger Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:

     1. Certain Definitions. (a) Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement. In addition, for purposes of this Agreement:

     “Affiliate” means, with respect to any specified Person, any Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. For purposes of this Agreement, with respect to any Shareholder, “Affiliate” shall not include the Company or the Persons that directly, or indirectly through one or more intermediaries, are controlled by the Company.

     “Beneficially Owned” or “Beneficial Ownership” with respect to any securities means having both voting power and investment power (as determined pursuant to Rule 13d-3(a) under the Exchange Act) over such securities, including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person shall include securities Beneficially

Owned by all Affiliates of such Person and all other Persons with whom such Person would constitute a “Group” within the meaning of Section 13(d) of the Exchange Act and the rules promulgated thereunder.

     “Beneficial Owner” with respect to any securities means a Person who has Beneficial Ownership of such securities.

     “Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

     “Proposed Business Combination” means the Offer, the Merger and the related transactions contemplated by the Merger Agreement.

     “Transfer” means, with respect to a security, the sale, transfer, pledge, hypothecation, encumbrance, assignment, gift or other disposition of such security or the Beneficial Ownership thereof (other than by operation of law), the offer to make such a sale, transfer, pledge, hypothecation, encumbrance, assignment, gift or other disposition, and each option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a verb, “Transfer” shall have a correlative meaning.

     2. Tender of Shares.

     (a) In order to induce Parent and Acquisition Co. to enter into the Merger Agreement, each Shareholder hereby agrees to validly tender (or cause the record owner of such shares to validly tender), pursuant to and in accordance with the terms of the Offer, not later than the 20th business day after commencement of the Offer, such Shareholder’s Owned Shares. Any tender of shares under this Agreement shall not be completed by guaranteed delivery where actual delivery of the shares has not occurred. If a Shareholder acquires Beneficial Ownership of additional shares of Company Common Stock after the date hereof and prior to termination of this Agreement, such Shareholder shall tender such additional shares of Company Common Stock on such 20th business day or, if later, on the second business day after such acquisition. A Shareholder shall not withdraw any shares tendered pursuant to this Section 2(a) unless this Agreement is terminated or the Offer is terminated or has expired without Acquisition Co. purchasing all shares validly tendered in the Offer and not withdrawn or Acquisition Co. reduces the Per-Share Amount below $5.60.

     (b) Notwithstanding the foregoing, at no time and in no event shall the total number of shares of the Company’s capital stock restricted pursuant to this Section 2 exceed nineteen and nine-tenths percent (19.9%) of the outstanding capital stock of the Company (the “Maximum Restricted Amount”). In the event that the total number of Owned Shares exceeds the Maximum Restricted Amount, then Acquisition Co., in its sole and absolute discretion, shall determine which Owned Shares shall be restricted pursuant to this Section 2. Prior to any proposed transfer restricted by Section 3 hereof, each Shareholder shall provide written notice to Acquisition Co. at least forty-eight (48) hours prior to the proposed transfer. Such notice shall include the number and class of Owned Shares

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(including options and warrants) to be transferred, the price per share, and the proposed transferee. If the Owned Shares so restricted have not yet exceeded the Maximum Restricted Amount, then Acquisition Co. may restrict such proposed transfer as provided herein. If Owned Shares upon which such restrictions have already been imposed equal or exceed the Maximum Restricted Amount, then Acquisition Co. may not enforce the restrictions on transfer under this Agreement. Acquisition Co., in its sole and absolute discretion, shall make the determination of whether Owned Shares subject to restriction pursuant to Section 3 hereof have equaled or exceeded the Maximum Restricted Amount. Regardless of whether the Maximum Restricted Amount has been reached, the notice provision of this Section 2(b) shall apply until termination of this Agreement.

     3. No Disposition or Solicitation.

     (a) Each Shareholder agrees that from and after the date hereof, except as contemplated by this Agreement, such Shareholder will not (as a Shareholder, trustee or custodian) Transfer or agree to Transfer any of such Shareholder’s Owned Shares or any options or warrants or other rights held or owned by such Shareholder to acquire Company Common Stock (other than any transfer of an option or warrant to the Company in connection with the exercise of such option or warrant by such Shareholder) without Parent’s prior written consent (which consent shall not be unreasonably withheld or delayed in the context of a Transfer to any member of the immediate family of such Shareholder or to any trust the Beneficial Ownership of which is held by such Shareholder, provided in each case that such transferee agrees, in a form satisfactory to Parent, to be bound by the terms of this Agreement), or grant any proxy or power-of-attorney with respect to any such Company Common Stock other than pursuant to this Agreement.

     (b) Shareholder will not, in its capacity as a shareholder of the Company, and will use its reasonable best efforts to ensure that its investment bankers, attorneys, accountants, agents or other advisors or representatives (the “Shareholder Representatives”), directly or indirectly, will not take any action with respect to any Alternative Transaction Proposal that the Company is prohibited from taking under Section 5.3 of the Merger Agreement; provided that, in the event the Company takes permissible action under Section 5.3 of the Merger Agreement, each Shareholder will be entitled to participate in all actions that the Company is or would be entitled to take under Section 5.3 of the Merger Agreement so long as such actions are taken in compliance with such Section 5.3.

     (c) Shareholder will cease and cause to be terminated all existing discussions or negotiations conducted by it or at its behest with respect to any Alternative Transaction Proposal (other than with Parent and Acquisition Co.).

     4. Option.

     (a) On the terms and subject to the conditions set forth herein, each Shareholder hereby grants to each of Parent and Acquisition Co. an irrevocable option to purchase all of the right, title and interest of such Shareholder in and to such Shareholder’s Owned Shares,

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as well as any other shares of Company Common Stock Beneficially Owned by the Shareholder after the date hereof, at a price per share equal to the Per-Share Amount (as defined in the Merger Agreement) (the “Option”) at any one time after the Offer Closing Date (as defined in the Merger Agreement) and until the earlier of (a) immediately following the Closing Date (as defined in the Merger Agreement) and (b) the termination of the Merger Agreement in accordance with its terms. The Parent or Acquisition Co., as the case may be, may exercise an Option in whole, but not in part.

     (b) In the event that Parent or Acquisition Co. desires to exercise an Option, Parent or Acquisition Co. shall send a written notice in accordance with Section 12(e) hereof to the relevant Shareholder or parties prior to the termination of this Agreement specifying the place and the date for the closing of such purchase, which date may be the date of the notice and shall be not more than three business days after the date of such notice; provided that in the event that prior notification to, or approval of, any Governmental Body is required in connection with the exercise of an Option or there shall be in effect any preliminary or final injunction or other order issued by any Governmental Body prohibiting the exercise of an Option, the period of time during which the date of the closing may be fixed shall be extended until the fifth business day following the last date on which all required approvals shall have been obtained, all required waiting periods shall have expired or been terminated and any such prohibition shall have been vacated, terminated or waived; provided further that (x) in no event shall notice of such purchase be given after the termination of this Agreement pursuant to paragraph (ii) of Section 11 and (y) in no event such purchase be consummated after the termination of this Agreement pursuant to paragraph (i), (iii), (iv) or (v) of Section 11.

     (c) At the closing of the purchase of a Shareholder’s Owned Shares pursuant to exercise of an Option, simultaneously with the payment by Parent or Acquisition Co. of the purchase price for a Shareholder’s Owned Shares, such Shareholder shall deliver, or cause to be delivered, to Parent or Acquisition Co. certificates representing such Owned Shares duly endorsed to Parent or Acquisition Co. or accompanied by stock powers duly executed by the Shareholder in blank, together with any necessary stock transfer stamps properly affixed, free and clear of all liens.

     (d) Notwithstanding the foregoing, at no time and in no event shall the shares of the Company’s capital stock subject to this Section 4 exceed the Maximum Restricted Amount. In the event that the total number of Owned Shares exceeds the Maximum Restricted Amount, then Acquisition Co., in its sole and absolute discretion, shall determine which Owned Shares shall be subject to this Section 4.

     5. Agreement to Vote. Each Shareholder agrees that (a) at such time as the Company conducts a meeting (including any adjournment thereof) of or otherwise seeks a vote or consent of its shareholders for the purpose of approving the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, such Shareholder will vote, or provide a consent with respect to, all Company Common Stock (including the Owned Shares) which, as of the relevant record date, such Shareholder has the power to vote, in favor of approving the Merger Agreement and the transactions contemplated by such Agreement,

4

including the Merger, and (b) such Shareholder will (at any meeting of shareholders or in connection with any consent solicitation) vote all shares of Company Common Stock (including the Owned Shares) which, as of the relevant record date, such Shareholder has the power to vote, against, and will not consent to, any Alternative Transaction Proposal with a Person other than Parent and Acquisition Co. or any action that would or is designed to delay, prevent or frustrate the Proposed Business Combination; provided, Shareholder’s agreement to vote or consent as described above shall not be effective if the Merger Agreement is amended to reduce the Per-Share Amount below $5.60. Without limiting the foregoing, it is understood that the obligations under clause (a) in this Section 5 shall remain applicable in respect of each meeting of shareholders of the Company duly called for the purpose of approving the Merger Agreement and the transactions contemplated thereby, including the Merger, regardless of the position of the Company’s board of directors as to the Proposed Business Combination at the time of such meeting. Notwithstanding the foregoing, at no time and in no event shall the shares of the Company’s capital stock subject to this Section 5 exceed the Maximum Restricted Amount. In the event that the total number of Owned Shares exceeds the Maximum Restricted Amount, then Acquisition Co., in its sole and absolute discretion, shall determine which Owned Shares shall be subject to this Section 5.

     6. Information. Each Shareholder will provide any information reasonably requested by the Company or Parent for any regulatory application or filing made or approval sought for the transactions contemplated by the Merger Agreement (including filings with the SEC).

     7. Additional Stock. Each Shareholder agrees that any additional shares of Company Common Stock or securities convertible into Company Common Stock acquired by such Shareholder or over which it acquires Beneficial Ownership or voting power or dispositive power, whether pursuant to existing stock option agreements, warrants or otherwise, shall be subject to the provisions of this Agreement.

     8. Irrevocable Proxy.

     (a) In furtherance of the agreements contained in this Agreement, each Shareholder hereby irrevocably grants to, and appoints, Parent and Fred C. Young, Chief Executive Officer of Parent, Michael McAndrew, Chief Financial Officer of Parent, and Christopher H. Gebhardt, General Counsel of Parent, in their respective capacities of Parent, and any individual who shall hereafter succeed to any such position of Parent, and each of them individually, such Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote all shares of such Shareholder’s Owned Shares or Company Common Stock over which such Shareholder has voting power, or grant a consent or approval in respect of such shares, or execute and deliver a proxy to vote such shares, (i) in favor of adopting the Merger Agreement and approving the transactions contemplated thereby, including the Merger, and (ii) against any Alternative Transaction Proposal with a Person other than Parent or Acquisition Co. or any other matter referred to in clause (b) of Section 5 hereof; provided, that such proxy shall not be effective if Shareholder’s agreement to vote or consent as described above shall not be effective pursuant to Section 5. For the avoidance of doubt, the proxy granted by each Shareholder pursuant to this Section 8(a) is not granted with

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respect to any matter other than those matters set forth in items (i) and (ii) of this Section 8(a).

     (b) Each Shareholder represents and warrants to Parent and Acquisition Co. that any proxies heretofore given by it in respect of shares of Company Common Stock are not irrevocable, and that any such proxies are hereby revoked, and agrees to communicate in writing notice of revocation of such proxies to the relevant proxy holders.

     (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in Section 8(a) is given in connection with, and in consideration of, the execution of the Merger Agreement by Parent and Acquisition Co., and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Such Shareholder hereby ratifies and confirms all that such irrevocable proxyholder may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 302A.449 of the Minnesota Business Corporation Act.

     (d) Nothing contained in this Agreement shall give Parent or Acquisition Co. the right to control or direct the Company or the Company’s operations.

     (e) Notwithstanding the foregoing, at no time and in no event shall the total number of shares of the Company’s capital stock subject to this Section 8 exceed the Maximum Restricted Amount. In the event that the total number of shares of Company Common Stock subject to this Section 8 exceeds the Maximum Restricted Amount, then the aforementioned attorneys and proxies shall determine, in their sole and absolute discretion determined by majority vote, those Owned Shares that are to be subject to this Section 8 and shall release the excess shares from the restrictions of this Section 8. The attorneys and proxies, upon such determination, shall notify holders of released shares. Upon such release, such shareholders shall be entitled to vote such shares or to direct the attorneys and proxies to vote such shares at their direction. Acquisition Co., in its sole and absolute discretion, shall make the determination of whether shares of Company Common Stock subject to restriction pursuant to this Section 8 have equaled or exceeded the Maximum Restricted Amount.

     9. Representations, Warranties and Covenants of the Shareholders. Each Shareholder hereby individually (and not jointly or severally) represents and warrants to, and agrees with, Parent and Acquisition Co. as follows:

     (a) Such Shareholder has all necessary power and authority and legal capacity to execute and deliver this Agreement and perform its obligations hereunder. In the case of each Shareholder who is not a natural person, no other proceedings or actions on the part of such Shareholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.

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     (b) This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid, legal and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles.

     (c) Each Shareholder is the sole Beneficial Owner of such Shareholder’s Owned Shares, other than those Owned Shares Beneficially Owned by a family trust or child of such Shareholder. Each Shareholder has the sole right to vote, or cause to be voted, and to dispose, or cause the disposition, of such Shareholder’s Owned Shares and there exist no limitations on its ability to exercise such right. Each Shareholder has good and marketable title (which may include holding in nominee or “street” name) to all of such Shareholder’s Owned Shares (other than those Owned Shares Beneficially Owned by a family trust or child of such Shareholder), free and clear of all liens (other than as created by this Agreement and the restrictions on Transfer under applicable securities laws). The Owned Shares constitute all of the capital stock of the Company Beneficially Owned by such Shareholder.

     (d) Neither the execution nor delivery of this Agreement by such Shareholder nor the Shareholder’s consummation of the transactions contemplated hereby will conflict with, result in any violation of or constitute a default under (i) any material mortgage, bond, indenture, agreement, instrument or obligation to which such Shareholder is a party or by which such Shareholder or any of the Owned Shares is bound (or, in the case of each Shareholder that is not a natural person, such Shareholder’s constituent documents), or (ii) any judgment, decree, order or material law or regulation of any governmental agency or authority in the United States by which such Shareholder or any of its subsidiaries is bound, except, with respect to clauses (i) and (ii) above, where the conflict or default, individually or in the aggregate, will not have a material adverse effect on such Shareholder.

     (e) Each Shareholder understands and acknowledges that each of Parent and Acquisition Co. is entering into the Merger Agreement in reliance upon such Shareholder’s execution, delivery and performance of this Agreement.

     10. Representations and Warranties of Parent and Acquisition Co. Parent represents and warrants to each Shareholder as follows:

     (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with all requisite corporate power and authority to own, operate and lease its properties, to carry on its business as now being conducted, and to enter into this Agreement and perform its obligations hereunder.

     (b) Parent owns all of the issued and outstanding shares of Acquisition Co. Acquisition Co. is a corporation duly organized, validly existing and in good standing under

7

the laws of the State of Minnesota with all requisite corporate power to enter into this Agreement and perform its obligations hereunder.

     (c) Each of Parent and Acquisition Co. has taken all necessary corporate action to approve this Agreement and the performance of its obligations hereunder. This Agreement has been duly and validly executed and delivered by each of Parent and Acquisition Co. and constitutes a valid, legal and binding agreement of each of Parent and Acquisition Co., respectively, enforceable against each of Parent and Acquisition Co. in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles.

     (d) Neither the execution nor delivery of this Agreement by Parent or Acquisition Co. nor Parent’s or Acquisition Co.’s consummation of the transactions contemplated hereby will conflict with, result in any violation of, or constitute a default under, the Certificate or Articles of Incorporation or Bylaws of Parent or Acquisition Co. or any agreement, mortgage, indenture, license, permit, lease or other instrument material to Parent and its subsidiaries taken as a whole or any judgment, decree, order, or any material law or regulation of any governmental agency or authority in the United States by which Parent or any of its subsidiaries is bound.

     11. Termination. This Agreement, and all rights and obligations of the parties hereunder (other than those set forth in Section 12(a)), shall terminate upon the earliest of: (i) the Effective Time of the Merger, (ii) as to the rights and obligations associated with any Owned Shares, the acceptance for payment of such Owned Shares by Parent or Acquisition Co. in the Offer, (iii) the failure of Acquisition Co. to timely commence the Offer, (iv) the failure of Acquisition Co. to timely purchase all Owned Shares of the Shareholders in the Offer or (v) the date upon which the Merger Agreement is terminated pursuant to Article 8 thereof without the Merger having been consummated.

     12. Miscellaneous.

     (a) Costs and Expenses. Except as otherwise provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

     (b) Execution in Counterparts. For the convenience of the parties, this Agreement and any amendments, supplements, waivers and modifications may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

     (c) Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors, personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party (whether by operation of law or otherwise), in

8

whole or in part, without the prior written consent of the other parties; provided, that Parent or Acquisition Co. may assign any or all rights under this Agreement to any subsidiary of Parent, and Acquisition Co. may assign any or all rights under this Agreement to Parent.

     (d) Amendments and Waivers. This Agreement may not be amended, changed, supplemented, or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by the parties hereto; provided, that each of Parent and Acquisition Co. may waive compliance by any other party with any representation, agreement or condition otherwise required to be complied with by any other party under this Agreement or release any other party from its obligations under this Agreement, but any such waiver or release shall be effective only if in a writing executed by Parent and Acquisition Co.

     (e) Notices. All notices, requests, claims, demands and other communications hereunder shall be provided as set forth in the Merger Agreement; provided, that the address to which notices shall be sent to the Shareholder shall be the address set forth in Schedule A attached hereto.

     (f) Inadequate Remedy at Law; Specific Performance. Each Shareholder acknowledges and agrees that in the event of any breach of this Agreement, Parent would be irreparably and immediately harmed and could not be made whole by monetary damages. It is accordingly agreed with respect to any provision of this Agreement that (i) each Shareholder will waive, in any action for specific performance, the defense of adequacy of a remedy at law, and (ii) Parent shall be entitled, in addition to any other remedy to which it may be entitled at law or in equity, to compel specific performance of this Agreement.

     (g) Cumulative Rights, Powers and Remedies. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

     (h) Entire Agreement; No Third Party Beneficiaries. This Agreement, along with the specific references to the Merger Agreement, constitutes the complete, final and exclusive agreement among the parties and supersedes any and all prior agreements and understandings, written or oral, among the parties heretofore made with respect to the subject matter hereof. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

9

     (i) Governing Law; Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, regardless of any conflicts-of-law principles. In any action between or among any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, the Merger Agreement and the Acquisition Co. Option Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the non-exclusive jurisdiction and venue of the state and federal courts located in the Western District of the Commonwealth of Pennsylvania (and agrees not to commence any such action except in such courts) and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action brought in such court has been brought in an inconvenient forum; (b) if any such action is commenced in a state court, then, subject to applicable Law, no party shall object to the removal of such action to any federal court located in the Western District of the Commonwealth of Pennsylvania; (c) each of the parties irrevocably waives the right to trial by jury; and (d) each of the parties irrevocably consents to service of process by first-class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 9.12 of the Merger Agreement.

     (j) [Intentionally omitted.]

     (k) Severability. If any term, provision, covenant or restriction contained in this Agreement is held by a court or a federal or state regulatory agency of competent jurisdiction to be invalid, void or unenforceable under any rule of law in any particular respect or under any particular circumstances, the remainder of the terms, provisions and covenants and restrictions contained in this Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

     (l) Interpretation. The section and paragraph captions herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. The words “include,” “includes,” and “including” shall be deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of like import.

     (l) Publicity. Except as otherwise required by law or the rules of the SEC, the New York Stock Exchange or Nasdaq, for so long as this Agreement is in effect, no party shall, or shall permit any of their respective subsidiaries to, issue or cause the publication of any press release or other public announcement with respect to the transactions contemplated by this Agreement without the consent of the other parties, which consent shall not be unreasonably withheld; provided, however, that any party hereto may file a copy of this Agreement and the related agreements with the SEC and Acquisition Co. and the Parent may summarize the terms of this Agreement in Acquisition Co.’s tender offer materials and in any oral solicitations made in accordance with Regulation 14D promulgated by the SEC and in any other filings made by Parent with the SEC.

10

     13. Shareholder Capacity. No Shareholder executing this Agreement nor any partner, member, employee or Affiliate of a Shareholder who is or becomes during the term hereof a director or officer of the Company makes any agreement or understanding herein in his or her capacity as such a director or officer, and this Agreement does not bind any partner, member, employee or Affiliate of a Shareholder in such person’s capacity as a director of officer. Each Shareholder executing this Agreement does so solely in such Shareholder’s capacity as the owner of record and/or Beneficial Owner of the Owned Shares or as having the power to vote or dispose of the Owned Shares and nothing herein (including in Section 4) shall limit or affect any actions taken or omitted to be taken by a Shareholder, or any partner, member, employee or Affiliate of a Shareholder, in his or her capacity as an officer or director of the Company (including, for the avoidance of doubt, any action in the discharge of fiduciary duties in compliance with Section 5.3 of the Merger Agreement); provided, that nothing in this Section 13 shall be deemed to permit any Shareholder to take any action on behalf of the Company that is prohibited by the Merger Agreement.

     14. Further Assurances. From time to time, at Parent’s or Acquisition Co.’s request and without further consideration, each Shareholder shall execute and deliver such additional documents and take all such further lawful action as may be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.

[Remainder of page intentionally left blank]

11

[Shareholders’ Signature Pages to Shareholder Tender Agreement]

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

[NAME OF SHAREHOLDER]
By:	/s/ G. Wayne Andrews
	Name:	G. Wayne Andrews
	Title:	Director

[NAME OF SHAREHOLDER]
By:	/s/ Paul Baszucki
	Name:	Paul Baszucki
	Title:	Director and Chairman

[NAME OF SHAREHOLDER]
By:	/s/ Scott G. Christian
	Name:	Scott G. Christian
	Title:	Director, President and CEO

[NAME OF SHAREHOLDER]
By:	/s/ John R. Eickhoff
	Name:	John R. Eickhoff
	Title:	Director

[NAME OF SHAREHOLDER]
By:	/s/ James E. Ousley
	Name:	James E. Ousley
	Title:	Director

[NAME OF SHAREHOLDER]
By:	/s/ Frank P. Russomanno
	Name:	Frank P. Russomanno
	Title:	Director

[NAME OF SHAREHOLDER]
By:	/s/ Jagdish N. Sheth
	Name:	Jagdish N. Sheth
	Title:	Director

[NAME OF SHAREHOLDER]
By:	/s/ Mercedes Walton
	Name:	Mercedes Walton
	Title:	Director

[NAME OF SHAREHOLDER]
By:	/s/ Steven D. Anderson
	Name:	Steven D. Anderson
	Title:	Sr. Vice President, Eastern U.S. and Canada

[NAME OF SHAREHOLDER]
By:	/s/ Michael E. Laughlin
	Name:	Michael E. Laughlin
	Title:	Sr. Vice President, Corporate Customer Services

[NAME OF SHAREHOLDER]
By:	/s/ Roger D. Van Beusekom
	Name:	Roger D. Van Beusekom
	Title:	Sr. Vice President, Resale Services

[NAME OF SHAREHOLDER]
By:	/s/ Robert J. Vold
	Name:	Robert J. Vold
	Title:	Sr. Vice President and CFO

[NAME OF SHAREHOLDER]
By:	/s/ Donna M. Warner
	Name:	Donna M. Warner
	Title:	Sr. Vice President, Central and Western U.S.

[NAME OF SHAREHOLDER]
By:	/s/ Alan R. Perry
	Name:	Alan R. Perry
	Title:	Vice President, Human Resources

[Parent’s and Acquisition Co.’s Signature Page to Tender and Voting Agreement]

PARENT: BLACK BOX CORPORATION
By:	/s/ Fred C. Young
	Fred C. Young, Chief Executive Officer
ACQUISITION CO.: SF ACQUISITION CO.
By:	/s/ Fred C. Young
	Fred C. Young, Chief Executive Officer

EX-99.4

Exhibit 4

STOCK OPTION AGREEMENT

     This Stock Option Agreement is made and entered into as of December 20, 2004, by and among Black Box Corporation, a Delaware corporation (“Parent”), SF Acquisition Co., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Acquisition Co.”), and Norstan, Inc., a Minnesota corporation (the “Company”).

     WHEREAS, the Company, Parent and Acquisition Co. are entering into an Agreement and Plan of Merger (the “Merger Agreement”) of even date herewith providing for (a) a cash tender offer to purchase any and all outstanding shares of (i) common stock, $.10 par value per share, of the Company (the “Common Stock”) and the associated Rights (as defined in the Merger Agreement), at the Per-Share Amount, as defined in the Merger Agreement, net to the seller in cash without interest thereon, upon the terms and subject to the conditions set forth in the Merger Agreement (the “Offer”); and (b) the merger (the “Merger”) of Acquisition Co. with and into the Company; and

     WHEREAS, as a condition to the willingness of Parent and Acquisition Co. to enter into the Merger Agreement and commence the Offer, Parent and Acquisition Co. have requested, and the Company has agreed to grant Acquisition Co., the option to purchase, as described herein, authorized but unissued shares of Common Stock.

     NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, and for other good and valuable consideration the sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

     1. Grant of Option. On the terms and subject to the conditions of this Agreement, the Company hereby grants to Acquisition Co. an irrevocable option (the “Option”) to purchase for the Per-Share Amount, as defined in the Merger Agreement (the “Purchase Price”), shares of Common Stock, in such relative amounts as shall be determined by Acquisition Co. in its sole and absolute discretion, up to such number of shares which, upon exercise, would result in Acquisition Co. owning in excess of ninety percent (90%) of the then-outstanding shares of Common Stock on an as-converted, fully-diluted basis (collectively, the “Optioned Shares”); provided, that the number of shares of Common Stock issuable under the Option may not exceed the number of authorized but unissued shares of Common Stock.

     2. Exercise of Option. Subject to the two immediately succeeding sentences, the Option may be exercised by Acquisition Co., in whole or in part, at any one time after the Offer Closing Date (as defined in the Merger Agreement) and until the earlier of (a) immediately following the Closing Date (as defined in the Merger Agreement) and (b) the termination of the Merger Agreement in accordance with its terms. The exercise of the Option is conditioned upon Acquisition Co. and the Parent owning in the aggregate, immediately following such exercise, at least ninety percent (90%) of the outstanding shares of Common Stock. The obligation of the Company to deliver the Optioned Shares at the Option Closing is subject to the following conditions: (i) any applicable waiting period under the HSR Act relating to the issuance of the Optioned Shares will have expired or been terminated, (ii) no provision of any applicable law or regulation and no judgment, injunction or decree shall prohibit the exercise of the Option or the

delivery of the Optioned Shares in respect of such exercise and (iii) Acquisition Co. shall have accepted for payment pursuant to the Offer shares of Common Stock constituting at least 80% of the shares of Common Stock then outstanding. In the event Acquisition Co. wishes to exercise the Option, Acquisition Co. shall give a written notice (the “Notice”) to the Company of its intention to exercise the Option, specifying the number of Optioned Shares to be purchased. Such notice shall be delivered to the Company in accordance with the requirements of Section 7(d), and shall specify a date (which may be the date of such notice) not more than three (3) business days from the date such Notice is given for the purchase of the Optioned Shares. The closing (the “Option Closing”) of the purchase of the Optioned Shares shall take place at the offices of Buchanan Ingersoll PC, 301 Grant Street, One Oxford Centre, 20th Floor, Pittsburgh, PA 15219, or at such other location as Acquisition Co. shall elect. If any decree, injunction, order, law or regulation shall not permit the purchase of the Optioned Shares to be consummated on the date specified in such Notice, the date for the Option Closing shall be as soon as practicable following the cessation of such restriction on consummation, but in any event within two (2) business days thereof, and in no event shall such purchase be consummated after the termination of this Option pursuant to Section 2. The Notice shall be revocable by Acquisition Co. at any time prior to the exercise of the Option.

     3. Payment and Delivery of Certificate(s). At the Option Closing hereunder, (a) Acquisition Co. shall make payment to the Company of the aggregate price for the par value of the Optioned Shares so purchased in official bank check or by wire transfer to a bank designated in writing by the Company; (b) Acquisition Co. shall deliver to the Company a Promissory Note substantially in the form attached hereto as Exhibit A (the “Note”) for the aggregate price for the Optioned Shares so purchased minus the amount paid in accordance with clause 3(a); and (c) the Company shall deliver to Acquisition Co. a certificate or certificates representing the number of Optioned Shares so purchased registered in the name of Acquisition Co.. Certificates for Optioned Shares delivered at the Option Closing may be endorsed with a restrictive legend that shall read substantially as follows:

     “THE SECURITIES OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.”

     It is understood and agreed that the reference to the resale restrictions of the Securities Act of 1933, as amended (the “Act”), in the above legend shall be removed by delivery of substitute certificate(s) without such reference if Parent shall have delivered to the Company a copy of an opinion of counsel reasonably satisfactory to the Company to the effect that registration of the future resale of the Optioned Shares is not required and that such legend is not required for purposes of the Act.

     4. Representations and Warranties of the Company. The Company hereby represents and warrants (such representations and warranties being deemed repeated at and as of any Option Closing hereunder) to Parent and Acquisition Co. as follows:

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          (a) Due Incorporation. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and has the requisite corporate power and authority to enter into and perform this Agreement.

          (b) Due Authorization, etc. This Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by a duly authorized officer of the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by principles of equity regarding the availability of remedies.

          (c) Company’s Capital Stock. The Company has taken all necessary corporate action to authorize and reserve for issuance upon exercise of the Option the Optioned Shares. The shares of Common Stock to be issued upon due exercise, in whole or in part, of the Option shall, when issued, be validly issued, fully-paid and non-assessable, and shall be delivered free and clear of all claims, liens, encumbrances and security interests, including any preemptive right of any of the shareholders of the Company. At the time of the Option Closing, the Optioned Shares will be deemed to be owned by Acquisition Co. for purposes of Section 302A.621 of the Minnesota Business Corporation Act.

     5. Representations and Warranties of Parent and Acquisition Co. Parent and Acquisition Co. hereby jointly and severally represent and warrant (such representations and warranties being deemed repeated at and as of any Option Closing hereunder) to the Company as follows:

          (a) Due Incorporation. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Acquisition Co. is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota. Each of Parent and Acquisition Co. has the requisite corporate power and authority to enter into and perform this Agreement.

          (b) Due Authorization, etc. This Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Acquisition Co. This Agreement has been duly executed and delivered by a duly authorized officer of each of Parent and Acquisition Co., and constitutes the valid and binding obligation of each of Parent and Acquisition Co., enforceable against each in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by principles of equity regarding the availability of remedies.

          (c) Distribution. Acquisition Co. acknowledges and agrees that the Optioned Shares have not been registered, and that the Company is under no obligation to register, the Optioned Shares under the Act or any state securities laws. Acquisition Co. is acquiring the Option and will acquire the Optioned Shares to be purchased upon exercise of the Option for its own account and not with a view to the distribution thereof within the meaning of the Act. The

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foregoing representation and warranty shall be made by any assignee under Section 7(a) and shall be binding upon such assignee.

     6. Adjustment Upon Changes in Capitalization. In the event of any change in the shares of the Company’s capital stock by reason of any stock dividend, stock split, merger, recapitalization, combination, conversion, exchange of shares, issuance of shares (or agreements or commitments to issue shares) or the like, the number of Optioned Shares subject to the Option and the purchase price per Optioned Share shall be appropriately and equitably adjusted.

     7. Miscellaneous.

          (a) Assignment; Guarantee of Acquisition Co.’s Obligations. This Agreement shall not be assigned by Acquisition Co., except to Parent or a wholly-owned subsidiary of Parent, without the prior written consent of the Company. Parent hereby unconditionally guarantees the full and punctual performance by Acquisition Co. of all of the obligations of Acquisition Co. or any of its assignees hereunder and under the Note. In connection with the obligations of Parent under the immediately preceding sentence, Parent hereby waives any and all rights, notices and defenses to which it otherwise would be entitled solely in its capacity as a guarantor under this Agreement or the Note.

          (b) Amendments. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

          (c) Survival of Representations, etc. All representations, warranties and agreements in this Agreement shall survive the Option Closing.

          (d) Notices. All notices, requests, claims, demands and other communications hereunder shall be provided as set forth in the Merger Agreement.

          (e) Governing Law; Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, regardless of any conflicts-of-law principles. In any action between or among any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, the Tender and Voting Agreement and the Merger Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the non-exclusive jurisdiction and venue of the state and federal courts located in the Western District of the Commonwealth of Pennsylvania (and agrees not to commence any such action except in such courts) and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action brought in such court has been brought in an inconvenient forum; (b) if any such action is commenced in a state court, then, subject to applicable Law, no party shall object to the removal of such action to any federal court located in the Western District of the Commonwealth of Pennsylvania; (c) each of the parties irrevocably waives the right to trial by jury; and (d) each of the parties irrevocably consents to service of process by first-class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 9.12 of the Merger Agreement.

          (f) [Intentionally Omitted.]

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          (g) Execution in Counterparts. For the convenience of the parties, this Agreement and any amendments, supplements, waivers and modifications may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

          (h) Effect on Headings. The Section headings herein are for convenience only and shall not effect the construction hereof.

          (i) Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the matters referred to herein and supersedes all prior agreements or understandings, both written or oral, among the parties, or any of them, with respect to the subject matter hereof.

          (j) Specific Performance. Parent, Acquisition Co. and the Company each acknowledge and agree that the other would be irreparably damaged in the event any of the provisions of this Agreement were not performed by it in accordance with their specific terms or were otherwise breached. Accordingly, each party shall be entitled to an injunction or restraining order to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof . In particular, the Company agrees that if for any reason the Company shall have failed to issue Optioned Shares or to perform any of its other obligations under the Agreement, then Parent and Acquisition Co. shall be entitled to specific performance and injunctive and other equitable relief and the Company agrees to waive any requirement for the securing or posting of a bond in connection with the obtaining of any such injunctive or other equitable relief. This provision is without prejudice to any other rights a party may have for any breach of this Agreement.

[Remainder of page intentionally left blank]

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     IN WITNESS WHEREOF, Parent, Acquisition Co. and the Company have caused this Stock Option Agreement to be duly executed on the day and year first above written.

COMPANY:
NORSTAN, INC.
By:	/s/ Scott G. Christian
	Scott G. Christian, President and
	Chief Executive Officer
PARENT:
BLACK BOX CORPORATION
By:	/s/ Fred C. Young
	Fred C. Young, Chief Executive Officer
ACQUISITION CO.:
SF ACQUISITION CO.
By:	/s/ Fred C. Young
	Fred C. Young, Chief Executive Officer

[SIGNATURE PAGE TO STOCK OPTION AGREEMENT]

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EXHIBIT A
NON-TRANSFERABLE PROMISSORY NOTE

     FOR VALUE RECEIVED, SF Acquisition Co., a Minnesota corporation (“the Maker”), hereby promises to pay to Norstan, Inc., a Minnesota corporation, the principal amount of [ ]($       )], with no interest, on [six months after the date of exercise] by wire transfer of immediately available funds to an account designated by the payee. The amount due hereunder shall be payable in money of the United States of America lawful at such time for the payment of public and private debts.

     The Maker hereby waives presentment, diligence, protest and demand, notice of protest, demand, dishonor and nonpayment of this Note, and all other notices of any kind in connection with the delivery, acceptance, performance, default or enforcement of this Note.

     This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to the principles of conflicts of laws thereof.

     IN WITNESS WHEREOF, the Maker has caused this Note to be executed as of the        day of        , 2004.

SF ACQUISITION CO.

By:

Name:

Title:

EX-99.5

Exhibit 5

[CITIZENS BANK LOGO]

CONFIDENTIAL

November 19, 2004

Black Box Corporation of Pennsylvania

1000 Park Drive

Lawrence, PA 15055

Commitment Letter

Gentlemen:

      You have advised Citizens Bank of Pennsylvania (“Citizens”) that Black Box Corporation of Pennsylvania (“Black Box”) wishes to acquire Norstan, Inc. through either a stock or asset acquisition or a business combination (“Norstan”) (the “Acquisition”). You have requested that Citizens extend or arrange for the extension of credit facilities in an aggregate amount of $240,000,000 (the “Facilities”), a portion of which would be used by Black Box for the Acquisition, the refinancing of certain outstanding debt obligations of Black Box, and the balance of which would be used by Black Box for general corporate purposes, including future acquisitions.

      Citizens is pleased to advise you that, on the terms and subject to the conditions set forth or referred to herein and in the attached Summary of Terms and Conditions (which forms a part of this letter and is incorporated herein by reference), Citizens is willing to provide the full amount of the Facilities. Citizens is providing this letter with a view to syndicating participation in the Facilities to other financial institutions satisfactory to Citizens. Citizens will act as the Sole Lead Arranger, Sole Book Manager and Administrative Agent.

      Citizens will not be obligated to enter into or make any loans or extend any credit under the Facilities unless and until all the conditions set forth, referred to, or incorporated herein, have been satisfied. The Facilities will be made available pursuant to loan agreements and related agreements and documents (collectively, the “Documentation”) in form and substance satisfactory to Citizens, which Documentation will reflect the terms and conditions set forth, referred to or incorporated herein and such additional representations, warranties, conditions, covenants and other terms and provisions as, in the opinion of Citizens and its counsel, is appropriate in this transaction.

      Citizens intends, prior to and, if Citizens deems it necessary, after the execution and delivery of the Documentation, to syndicate part of its commitments to one or more lending institutions satisfactory to Citizens. Citizens desires to reduce its aggregate commitment to not greater than $50,000,000 through the syndication process. The commitment described in this letter is conditioned upon (a) absence of any disruption or adverse change in the financial or capital markets generally which Citizens, in its reasonable discretion, deems material in connection with the syndication of the Facilities, and (b) our satisfaction that prior to and during the syndication of the Facilities there shall be no competing offering, placement or arrangement of any debt securities or bank financing by or on behalf of the Borrower or any affiliate, the determination of which shall be made by Citizens in its sole discretion. The commitment described in this letter is further conditioned upon the agreement of Black Box that, in the event that syndication of the Facilities cannot be achieved in a manner satisfactory to Citizens,

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including without limitation the reduction of Citizens’ aggregate commitment to not greater than $50,000,000, Citizens, in consultation with Black Box, will develop an alternative structure that will permit satisfactory syndication of the Facilities including, but not limited to, changing the structure, pricing, financial covenants and maturity; provided, that the amount of the Facilities shall be sufficient to provide the necessary funds to consummate the Acquisition, refinance existing debt of Black Box and provide for a sufficient level of working capital for Black Box, and, if the closing of the Facilities has occurred prior to the completion of such satisfactory syndication, Black Box will execute and deliver appropriate amendments to the Documentation to reflect such alternative structure.

      Citizens shall be entitled to compensation as provided in the Term Sheet, and shall also be entitled to compensation as provided in the Origination Fee Letter and the Agent’s Fee Letter of even date herewith (the “Origination Fee Letter” and the “Agent’s Fee Letter”, respectively).

      Whether or not the transactions contemplated hereby are closed, Black Box agrees to pay the reasonable out-of-pocket expenses of Citizens, including the reasonable fees and expenses of Klett Rooney Lieber & Schorling, as counsel for Citizens, as the Administrative Agent, and any local counsel and other experts engaged by Citizens, as Administrative Agent, in connection with the development of this letter, and the Agent’s Fee Letter, the Origination Fee Letter, the Documentation, and the Facilities contemplated hereby. Black Box further agrees to indemnify and hold harmless Citizens and its affiliates and each director, officer, employee and agent thereof (the “Indemnified Parties”), and each of them, from and against any and all losses, claims, damages, expenses or liabilities to which any thereof may become subject, insofar as such losses, claims, damages, expenses or liabilities (or actions, suits or proceedings, including any inquiry or investigation or claims in respect thereof) arise out of, in any way relate to, or result from a claim in respect of this letter, the Origination Fee Letter, the Agent’s Fee Letter, the transactions described herein or the financing contemplated hereby (whether or not any Indemnified Party is a party to any action or proceeding out of which any such losses, claims, damages, expenses or liabilities arise), and to reimburse the Indemnified Parties, upon demand, for any reasonable legal or other expenses incurred by any Indemnified Party in or in connection with investigating, preparing to defend, defending or otherwise participating in any such claim, action or proceeding related to any such loss, claim, damage or liability, except that Black Box shall not be obligated to indemnify, hold harmless or reimburse an Indemnified Party for any such losses, claims, damages, expenses or liabilities to the extent that the same resulted from the gross negligence or willful misconduct of the Indemnified Party seeking such indemnity.

      Neither the contents nor the existence of this letter (including the Origination Fee Letter and the Agent’s Fee Letter) may be disclosed by Black Box to any third party, other than its legal counsel, orally or in writing until it has been accepted. Without limitation of other rights and remedies Citizens may have in the event of such disclosure, Black Box shall be deemed to have accepted and agreed to the provisions hereof, and the fees described in the Origination Fee Letter and the Agent’s Fee Letter shall be earned and payable in accordance with the Origination Fee Letter and the Agent’s Fee Letter. Citizens will not be responsible or liable to any person for any damages which may be alleged as a result of the existence or contents hereof.

      In accordance with normal practice relating to syndication of facilities such as the Facilities, an information package containing relevant information about Black Box, the Acquisition and the proposed transaction will be provided to Citizens by or on behalf of Black Box at Black Box’s expense. Citizens acknowledges that such information is confidential and

2

may not be publicly disclosed. Citizens is hereby authorized to distribute such package and any and all other such information respecting Black Box, the Acquisition and the proposed Facilities as from time to time delivered to, or otherwise in the possession of, Citizens, to any such prospective syndicate members or participants, and is hereby also authorized to make further distribution of such information and materials following syndication, in each case provided that the recipient of such information is bound by a confidentiality agreement acceptable to Black Box. Black Box agrees that it will, at its expense, use all reasonable efforts to cooperate with such syndication effort; without limitation, Black Box shall cause appropriate officers, representatives and experts of Black Box and Norstan to meet with prospective syndicate members or participants from time to time as reasonably requested by Citizens.

      You acknowledge and agree that Citizens may share with its affiliates and its counsel any information relating to the Facilities, Black Box, the Acquisition and its subsidiaries. You further acknowledge and agree to the disclosure by Citizens of information relating to the Facilities to Gold Sheets, and other similar bank trade publications, with such information to consist of deal terms and other information customarily found in such publications, provided, however, that Citizens shall not make any such disclosure without obtaining your prior consent with respect to the information to be disclosed.

      The commitment represented by this letter will terminate at 5:00 p.m. (local time in Pittsburgh, Pennsylvania) on November 22, 2004, unless Citizens, as Administrative Agent, has received prior to that time Black Box’s written acceptance or unless this letter has been deemed accepted pursuant to the terms hereof. If this letter is accepted or deemed accepted on or before its expiration in accordance with the preceding sentence, such commitment will nonetheless terminate at 5:00 p.m. (local time in Pittsburgh, Pennsylvania) on February 25, 2005 unless definitive Documentation, satisfactory in form and substance to Citizens, shall have been entered into and closing thereunder shall have occurred on or prior to such time.

      The parties understand and agree that Black Box, by accepting this letter, is under no obligation to consummate the financing proposed hereby.

      This letter may be executed by the parties hereof on one or more counterparts, each of which shall be an original and all of which together shall constitute one and the same agreement. No person other than Black Box and Citizens shall be entitled to the benefit hereof or to rely hereon (except for the Indemnified Parties, who shall be entitled to the benefit hereof to the extent set forth above).

      If you are in agreement with the foregoing, please sign where indicated below and return the enclosed copy of this letter, the Origination Fee Letter, and the Agent’s Fee Letter to Citizens, as Administrative Agent. Upon receipt of such copy hereof, duly signed by Black Box, the undertakings of Citizens and Black Box hereunder shall become effective to the extent and in the manner provided herein. This Commitment Letter shall be governed by the laws of the Commonwealth of Pennsylvania.

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      We welcome this opportunity to assist you in connection with this potential transaction and look forward to working with you in an attempt to accomplish its successful conclusion.

Very truly yours,

CITIZENS BANK OF PENNSYLVANIA

By:  Debra McAllonis

       Debra L. McAllonis

       Senior Vice President

The foregoing is hereby accepted and agreed as of this 20 day of November 2004.

BLACK BOX CORPORATION OF PENNSYLVANIA

By:  Michael McAndrew

      Michael McAndrew

      Title:  CFO

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CITIZENS BANK, N.A. BLACK BOX CORPORATION

BLACK BOX CORPORATION

U.S. $240,000,000 Senior Credit Facility

Summary of Terms and Conditions Dated: November 19, 2004

Borrower:	Black Box Corporation of Pennsylvania (“Borrower”). In addition, subject to the consent of the Lenders, the Borrower may include Subsidiaries of the Borrower to the extent that any such Subsidiaries consummate the Acquisition rather than Black Box Corporation of Pennsylvania directly.
Guarantors:	Black Box Corporation and Domestic Subsidiaries of Black Box Corporation and Black Box Corporation of Pennsylvania (to be determined and to the satisfaction of Citizens) (“Guarantors”)
Administrative Agent:	Citizens Bank of Pennsylvania (“Citizens”, in its capacity as administrative agent)
Sole Lead Arranger and Sole Book Manager	Citizens
Lenders:	A syndicate of financial institutions arranged by Citizens (the “Lenders”), which Lenders shall be reasonably satisfactory to the Borrower.
Senior Credit Facility:	$240,000,000 at any time in a revolving Senior Credit Facility (“Facility”) as outlined on the terms and conditions set forth in this Summary of Terms and Conditions.
Maturity Date:	August 31, 2008.
Availability:	The Facility shall be available on a revolving basis during the period commencing on the Closing Date and ending on the Maturity Date.
Letter of Credit Sublimit:	A portion of the Facility, not in excess of $25,000,000, shall be available to the Borrower for the issuance of trade and standby letters of credit (the “Letters of Credit”) by Citizens (in such capacity the “Issuing

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CITIZENS BANK, N.A. BLACK BOX CORPORATION

	Lender”) The terms and conditions are to be substantially similar to the Existing Credit Agreement (as defined below).
Swing Line Loans:	A portion of the Facility, not in excess of $15,000,000, shall be available to the Borrower for swing line loans (the “Swing Line Loans”) from Citizens (in such capacity, the “Swing Line Lender”). The Swing Line Loans shall be participated to each of the Lenders at Citizens’ discretion from time to time. Swing Line Loans shall be made from time to time on same day notice.
Use of Proceeds:	Acquisition of Norstan, Inc. (the “Acquisition”), working capital, acquisitions and for general corporate purposes.
Security:	The Facility will be unsecured. A double negative pledge on all assets will be required by Borrower, its Subsidiaries and the Guarantors.
Commitment Frees and Interest Rates:	See the attached grid.
Letter of Credit Fronting Fee:	Letters of Credit will be priced at the applicable margin per annum, payable quarterly in arrears. In addition the Borrower shall pay to the Issuing Lender for its own account a fronting fee of 12.5 bps per annum on the face amount of each Letter of Credit, payable quarterly in arrears.
Increased Costs/Change of Circumstances/Funding Loss/Indemnification:	The credit agreement will contain Citizens’ customary provisions protecting the Lenders in the event of unavailability of funding, illegality, increased costs actually incurred, capital adequacy and funding losses (including loss of margin thereon), and Citizens’ usual indemnification language which includes indemnification for the use of loan proceeds.
Representations and Warranties:	Representations and warranties customary for similar transactions and including the representations and warranties contained in the existing credit agreement between the Borrower, Citizens, as agent, and certain lenders (the “Existing Credit Agreement”).
Conditions Precedent:

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CITIZENS BANK, N.A. BLACK BOX CORPORATION

Closing:	Conditions customary for similar transaction is and including but not limited to the conditions contained in the Existing Credit Agreement and the following:
	1.	Citizens satisfactory completion of credit analysis, including but not limited to access to management as well as financial reviews (on a historical and a projected basis), environment reviews, legal reviews, site visits, customer inquiries and other due diligence, as required.
	2.	Execution and delivery of satisfactory documentation as well as execution of other ancillary documentation including, but not limited to, legal opinions from counsel to the Borrower and the Guarantors.
	3.	No event of default under any of the documentation, and representations and warranties of the Borrower shall be true and correct prior to and after closing.
	4.	Any other necessary governmental and third party notices, filings, consents, and approvals shall have been made or obtained.
	5.	Continuing satisfaction with the condition (financial, proforma financial and other), operations, assets, nature of assets, liabilities and prospects of the Borrower, the Guarantors and their Subsidiaries, including no material adverse change.
	6.	Satisfactory tax, ownership, capital, corporate organizational, and legal structure.
	7.	Satisfactory Consolidating proforma financial statements covering a period of Closing Date through maturity of the Senior Credit Facility.
	8.	No limitations on the ability of subsidiaries or affiliates to pay dividends to the Borrower, make inter-company loans to the Borrower or otherwise transfer cash to the Borrower.
	9.	Execution and delivery of a purchase agreement relative to the Acquisition that is satisfactory to Citizens and the Lenders and containing an aggregate purchase price that does not exceed $125,000,000 in total consideration.
	10.	Closing of the Acquisition shall be a condition to the effectiveness and funding of the Facility and the documentation governing the Facility.
	11.	Delivery of due diligence completed on the Acquisition in a form and substance satisfactory to Citizens

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CITIZENS BANK, N.A. BLACK BOX CORPORATION

and its counsel. Borrower will provide Citizens access to such due diligence of the Borrower sufficiently in advance of any request for funding under the Facility of the Acquisition to permit Citizens and its counsel to conduct their reasonable due diligence reviews.

	12. All fees and expenses required to be paid by the Borrower on or before the closing date shall       have been paid.
All Borrowings:	Conditions customary for similar transactions and including conditions contained in the Existing Credit Agreement.
Covenants:	Covenants with respect to the Borrower, the Guarantors and their subsidiaries customary for similar transactions and including but not limited to covenants contained in the Existing Credit Agreement and the following:
Net Worth:	The Borrower shall maintain a minimum net worth. The minimum net worth will be 80% of consolidated net worth at closing. Thereafter, the minimum net worth will be equal to the minimum net worth at closing plus 50% of consolidated net income (excludes foreign currency translation) for each fiscal quarter, without reduction for losses.
Fixed Charge Coverage Ratio:	The Borrower shall maintain a fixed charge coverage ratio of at least 1.25/1.0, calculated on a rolling four quarter basis. The fixed charge coverage ratio shall be defined as (EBITDA plus Rent minus CAPEX minus Taxes)/(CMLTD plus interest Expense plus Rent plus Dividends and Distributions plus 50% of Stock Repurchases. Stock repurchases occurring before 9/30/04 will be excluded from the calculation.
Leverage Ratio:	The Borrower shall maintain a leverage ratio of no greater than 2.50/1.0 from closing through March 31, 2006 and 2.25/1.0, thereafter calculated on a rolling four quarter basis. The leverage ratio shall be defined as total indebtedness/EBITDA.
Stock Repurchases:	No stock repurchases will be permitted, without the consent of the Required Lenders, which will not be unrea-

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CITIZENS BANK, N.A. BLACK BOX CORPORATION

	sonably withheld, for a period of six months after the close of the Facility or at any time when leverage, after taking the stock repurchase into consideration, exceeds 1.75X.
Acquisitions:	All acquisitions require unused availability of at least $20MM under the Facility and no event of default after taking into consideration the closing of the proposed acquisition. If the proforma leverage ratio is less than 2.0X, consent of the Required Lenders will be needed for acquisitions greater than $30,000,000 in total consideration. No acquisitions will be permitted without Required Lender consent if the proforma leverage ratio is greater than 2.0X.
Other Liens, Indebtedness and      Guarantees:	Substantially similar to covenants contained in the Existing Credit Agreement, with the basket to be determined.
Events of Default:	Events of default that are customary for similar transactions and including but not limited to events of default contained in the Existing Credit Agreement.
Assignments:	Assignments will be allowed only with the written consent of the Borrower and Citizens, other than to an affiliate of the assigning Lender, to another Lender or to a Federal Reserve Bank. Minimum assignments will be U.S. $5,000,000. Borrower’s consent to Assignments shall not be unreasonably withheld.
Required Lenders:	Amendments and waivers with respect to the credit documentation shall require the approval of Lenders holding not less than a majority of the aggregate amount of the loans and unused commitments under the Facility, except that (a) the consent of each Lender directly affected thereby shall be required with respect to (i) increases in the amount or extensions of the scheduled date of maturity of any loan, (ii) reductions in the rate of interest or any fee or extensions of any due date thereof, (iii) increases in the amount or extensions of the expiry date of any Lender’s commitment and (iv) modifications to the pro rata provisions of the credit documentation and (b) the consent of 100% of the Lenders shall be required with respect to (i) modifications to any of the voting percentages and (ii) releases of all or substantially all of the

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CITIZENS BANK, N.A. BLACK BOX CORPORATION

	Guarantors.
Expenses:	The Borrower shall pay all reasonable out-of-pocket costs and expenses (including reasonable fees and expenses of counsel for Citizens, and of other special and local counsel and other experts, if any, engaged by Citizens) incurred by Citizens in connection with the negotiation, syndication, preparation, execution and administration of any commitment letter and the documentation for the Facility. The Borrower shall also be responsible for all reasonable expenses of Citizens in connection with any amendments or waivers, and all reasonable expenses of Citizens and each Lender in connection with enforcement or preservation of rights under or in connection with the documentation for the Facility or any commitment letter.
Governing Law; Consent to Jurisdiction:	Commonwealth of Pennsylvania

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CITIZENS BANK, N.A. BLACK BOX CORPORATION

Pricing Grid

Interest Rate, Letter of Credit Fee and Commitment Fee grid for the Senior Credit Facility.

Leverage Ratio	Libor Advances and L/C Applicable Margin	Prime Advances Applicable Margin	Commitment Fee
<1.0x	75.0bps	0.0	15.0bps
1.00x but < 1.25x	87.5bps	0.0	20.0bps
1.25x but < 1.50x	100.0bps	0.0	20.0bps
1.50x but < 1.75x	112.5bps	0.0	25.0bps
1.75x but < 2.00x	125.0bps	0.0	25.0bps
>2.00x	150.0bps	0.0	30.0bps

7 EX-99.6 7 j1121301exv99w6.htm EXHIBIT 6

Exhibit 6

JOINT FILING AGREEMENT

     This will confirm the agreement by and between the undersigned that the statement on Schedule 13D (the “Schedule”) filed on or about this date relating to the offer by SF Acquisition Co., a Minnesota corporation and a wholly owned subsidiary of Black Box Corporation, a Delaware corporation, to purchase all the outstanding shares of common stock, $0.10 par value per share, of Norstan, Inc., a Minnesota corporation, along with the associated common stock purchase rights, is being filed by and on behalf of each of the undersigned. Each of the undersigned hereby acknowledges that pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, that each person on whose behalf the Schedule is filed (i) is responsible for the timely filing of such Schedule and any amendments thereto and the completeness and accuracy of the information concerning such person contained therein, and (ii) is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

     This Agreement, dated as of this 30th day of December, 2004, may be executed in one or more counterparts by each of the undersigned and each of which, taken together, shall constitute one and the same instrument.

BLACK BOX CORPORATION
By:	/s/ Michael McAndrew
	Michael McAndrew
	Chief Financial Officer

SF ACQUISITION CO.
By:	/s/ Michael McAndrew
	Michael McAndrew
	Chief Financial Officer

EX-99.6

Ex-6