UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[X] Soliciting Material Under (S) 240.14a-12

Software Spectrum, Inc.
-----------------------
(Name of Registrant as Specified In Its Charter)

Software Spectrum, Inc.
-----------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing. (1) Amount
Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

EXTERNAL - PRESS RELEASE TO MEDIA AND INVESTMENT COMMUNITY

FINAL DRAFT

FOR MORE INFORMATION, CONTACT:

Gary Hanson
Vice President, Marketing
(972) 864-5257

SOFTWARE SPECTRUM TO BE ACQUIRED BY LEVEL 3 COMMUNICATIONS

DALLAS, TEXAS - May 2, 2002 - Software Spectrum, Inc. (Nasdaq:SSPE) and Level 3
Communications, Inc. (Nasdaq:LVLT), today announced they have entered into a
definitive merger agreement whereby Level 3 will acquire the Dallas-based global
software services provider, marketer and reseller.

A wholly-owned subsidiary of Level 3 has agreed to acquire all of the
outstanding shares of Software Spectrum for $37 per share in cash. The Boards of
Directors of both Software Spectrum and Level 3 have approved the agreement. In
accordance with the merger agreement, the merger is subject to the approval of
Software Spectrum's shareholders and certain regulatory approvals. Certain
shareholders, representing approximately 28 percent of Software Spectrum's
outstanding shares, including Judy Odom, chief executive officer of Software
Spectrum, have agreed to vote their shares in favor of the merger. The
transaction is expected to close in the third quarter of 2002.

Following closing, Software Spectrum will integrate its operations with
Corporate Software, a software distributor, marketer and reseller that was
acquired by Level 3 earlier this year. The combined companies will have
significant global presence and the extensive resources required to continue to
provide outstanding value and services to their customers worldwide. Howard
Diamond, chief executive of Corporate Software,

EXTERNAL - PRESS RELEASE TO MEDIA AND INVESTMENT COMMUNITY

Level 3 to Acquire Software Spectrum /2

will serve as chairman of the combined company. Judy Odom, current chairman and
chief executive officer of Software Spectrum, will serve as CEO. Keith Coogan
will be president and chief operating officer.

"This is a significant opportunity to provide a great value to our
shareholders," said Odom. "We are also excited about the long-term opportunities
created as a result of combining Software Spectrum and Corporate Software under
the umbrella of Level 3 and its significant broadband and technology
capabilities."

"The new company will have greater global reach, which is vital to our ability
to continue to create outstanding services for our customers," said Keith
Coogan, president and chief operating officer of Software Spectrum. "This
transaction is good for our shareholders, our employees and our customers."

"Over the past few months Level 3 has moved to significantly expand its
information services business," said James Q. Crowe, Level 3's chief executive
officer. "We are doing so in order to take advantage of important economic and
technology trends, including the continuing convergence of the broadband and
software distribution industries. The agreement announced today is a key part of
that effort. Software Spectrum is one of the nation's leading providers of
software products and related services to Fortune 500 enterprises and other
businesses. We believe that integrating their operations with those of our
recently acquired Corporate Software subsidiary will deliver a number of short
and long term benefits to our company and create value for our shareholders."

In March 2002, Level 3 completed the acquisition of Corporate Software, a
private software distribution company based in Norwood, Mass., with annual
revenues exceeding $1 billion. "After closing, we will combine the strengths of
both Corporate Software and Software Spectrum," Diamond said. "The new company
will have breadth and depth of capability and geographical reach that will be
unique in the industry."

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Level 3 to Acquire Software Spectrum /3

About Software Spectrum

Software Spectrum is a global business-to-business software services provider
with sales locations, operations and contact centers throughout North America,
Europe and Asia/Pacific. The company provides enterprise software management and
contact center solutions that help organizations increase business value from
information technology. For more information, visit Software Spectrum's Web site
at www.softwarespectrum.com.

About Level 3 Communications

Level 3 (Nasdaq:LVLT) is an international communications and information
services company offering a wide selection of services including IP services,
broadband transport, colocation services and the industry's first Softswitch
based services. Its Web address is www.Level3.com.

The company offers information services through its wholly-owned subsidiaries,
(i)Structure and Corporate Software. (i)Structure is an Application
Infrastructure Provider that provides managed IT infrastructure services and
enables businesses to outsource IT operations. Its Web address is
www.i-structure.com.

Corporate Software helps Fortune 500 companies acquire, implement, and manage
software. Its Web address is www.corporatesoftware.com.

Forward Looking Statements

This release may contain forward-looking statements that are based on a number
of assumptions, including expectations for continued market growth, anticipated
revenue and gross margin levels, legal and regulatory proceedings, supplier
relationships, market risk, cost savings and efficiencies, and other factors
discussed in the management's discussion and analysis section of the company's
2001 Form 10-K and other reports and filings with the Securities and Exchange
Commission. Although the

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Level 3 to Acquire Software Spectrum /4

company believes these assumptions are reasonable, no assurance can be given
that they will prove correct. The company's ability to continue to grow its
product and contact services businesses and improve operational efficiencies
will be key to its success in the future. If the industry's or the company's
performance differs materially from these assumptions or estimates, Software
Spectrum's actual results could vary significantly from the estimated
performance reflected in any forward-looking statements.

Additional Information about the Merger and Where to Find It

Software Spectrum plans to mail a proxy statement to its shareholders in
connection with a shareholder meeting to consider and vote on a proposal to
approve the merger. Shareholders of the company and other investors are urged to
read the proxy statement carefully when it becomes available because it will
contain important information about Software Spectrum, the merger and related
matters. Shareholders and investors can obtain free copies of the proxy
statement when it becomes available by contacting Investor Relations, Software
Spectrum, 2140 Merritt Drive, Garland, Texas, 75041, (972) 840-6600. In
addition, shareholders and investors will be able to obtain free copies of the
proxy statement in connection with the merger and other documents filed by
Software Spectrum with the Securities and Exchange Commission at the SEC's web
site at www.sec.gov.

Software Spectrum and its directors, executive officers and certain members of
management and other employees may be deemed to be participants in the
solicitation of proxies of the company's shareholders to approve the proposed
merger. Such individuals may have interests in the merger, including as a result
of holding options or shares of the company's stock. A detailed list of the
names, affiliations and interests of the participants in the solicitation will
be contained in the proxy statement that will be filed by Software Spectrum with
the SEC.

INTERNAL - POWERPOINT PRESENTATION TO SOFTWARE SPECTRUM EMPLOYEES

SOFTWARE SPECTRUM
ANNOUNCEMENT

[SOFTWARE SPECTRUM LOGO]

INTERNAL - POWERPOINT PRESENTATION TO SOFTWARE SPECTRUM EMPLOYEES

TODAY'S ANNOUNCEMENT

LEVEL 3 HAS EXECUTED A DEFINITIVE AGREEMENT TO ACQUIRE SOFTWARE SPECTRUM FOR
$133 MILLION ($37 PER SHARE)

FOLLOWING CLOSING, SOFTWARE SPECTRUM AND CORPORATE SOFTWARE WILL COMBINE
OPERATIONS TO FORM A SINGLE ENTITY HEADQUARTERED IN DALLAS, TEXAS

INTERNAL - POWERPOINT PRESENTATION TO SOFTWARE SPECTRUM EMPLOYEES

KEY INFORMATION

HOWARD DIAMOND WILL SERVE AS CHAIRMAN OF THE BOARD

JUDY ODOM, CO-FOUNDER AND CURRENT CHAIRMAN AND CEO OF SOFTWARE SPECTRUM, WILL
SERVE AS CHIEF EXECUTIVE OFFICER

KEITH COOGAN, CURRENT PRESIDENT AND COO OF SOFTWARE SPECTRUM, WILL CONTINUE IN
THIS SAME ROLE

THE REMAINDER OF THE OFFICER GROUP WILL BE ANNOUNCED AS WE GET CLOSER TO THE
CLOSING OF THE TRANSACTION

INTERNAL - POWERPOINT PRESENTATION TO SOFTWARE SPECTRUM EMPLOYEES

WHY MERGE?

GLOBAL CONSOLIDATION IS INEVITABLE - COMBINED WE BELIEVE WE WILL BE THE MOST
COMPELLING VALUE PROPOSITION FOR CUSTOMERS

COMPLEMENTARY STRENGTHS - SOFTWARE SPECTRUM IN NORTH AMERICA AND CORPORATE
SOFTWARE IN EUROPE

COMPATIBLE CULTURES

PERVASIVE COMPUTING - SOFTWARE LICENSING EXPERTISE AND COMBINED CUSTOMER BASE
WITH LEVEL 3'S FIBER OPTIC NETWORK POSITION US WELL

MEANINGFUL COST SAVINGS WILL HELP SECURE OUR LONG-TERM FUTURE

INTERNAL - POWERPOINT PRESENTATION TO SOFTWARE SPECTRUM EMPLOYEES

WHO IS CORPORATE SOFTWARE?

FOUNDED IN 1983

BASED IN NORWOOD (BOSTON), MA

APPROXIMATELY 800 EMPLOYEES WORLDWIDE

REVENUES IN EXCESS OF $1.1 BILLION

- $400 MILLION INTERNATIONAL

CUSTOMERS ARE MANY OF THE FORTUNE 500

- 5,000 CUSTOMERS

- 128 COUNTRIES

BUSINESS-TO-BUSINESS RESELLER OF SOFTWARE AND PROVIDER OF SOFTWARE SERVICES

ACQUIRED BY LEVEL 3 IN MARCH 2002

INTERNAL - POWERPOINT PRESENTATION TO SOFTWARE SPECTRUM EMPLOYEES

TRANSITION/TIMELINE

THE MERGER IS EXPECTED TO BE COMPLETED IN THE THIRD QUARTER OF 2002.

JUDY ODOM, KEITH COOGAN AND ROGER KING WILL LEAD THE SOFTWARE SPECTRUM
TRANSITION / INTEGRATION TEAM

REPRESENTATIVES OF CORPORATE SOFTWARE WILL BE DESIGNATED AS PART OF THE
TRANSITION TEAM AS WELL.

SUBSEQUENT TO CLOSING, INTEGRATION WILL TAKE 60-180 DAYS

INTERNAL - POWERPOINT PRESENTATION TO SOFTWARE SPECTRUM EMPLOYEES

NEXT STEPS

REMAIN FOCUSED ON SERVICING OUR EXISTING CUSTOMERS AND OPERATING OUR TWO
COMPANIES

PLANNING FOR THE LAUNCH OF THE NEW ORGANIZATION

OFFICER TEAM TO BE ESTABLISHED

CHECK THE BUZZ FOR THE LATEST INFORMATION

FURTHER COMMUNICATIONS WILL OCCUR ONCE WE HAVE REGULATORY APPROVAL

INTERNAL - POWERPOINT PRESENTATION TO SOFTWARE SPECTRUM EMPLOYEES

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

INTERNAL - POWERPOINT PRESENTATION TO SOFTWARE SPECTRUM EMPLOYEES

QUESTIONS?

[SOFTWARE SPECTRUM LOGO]

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INDEX

<Table>
<Caption>
Page Number
-----------

GENERAL INFORMATION
1) Who is Level 3?...................................................................................2
2) Who is Corporate Software?........................................................................3
3) Why are we doing this?............................................................................3
4) Why is Level 3 doing this?........................................................................3
5) Why Corporate Software?...........................................................................4
6) Where will the headquarters be located?...........................................................4
7) How is the transaction structured?................................................................4
8) What will this mean for customers?................................................................4
9) Will the company still be public?.................................................................4
10) Will the Sales Rally, Quadrant II and the Awards Celebration
take place as planned?............................................................................4
11) What does this mean for Software Spectrum Contact Services?.......................................5
MANAGEMENT/ORGANIZATION
12) How will the management of the new company be structured?.........................................5
13) Will a transition team be identified?.............................................................5
14) What will the new organization look like?.........................................................5
15) Will there be staff reductions?...................................................................5
16) Will there be a hiring freeze?....................................................................5
TRANSITION
17) How long will the transition take?................................................................6
18) How will the two companies be integrated?.........................................................6
19) How can I help?...................................................................................6
20) How will employees be selected for available positions?...........................................6
21) Today the agreement was announced and it was stated that closing would
occur in the third quarter. What happens in the intervening period?...............................6
22) What happens after closing?.......................................................................6
23) What should I do if the press calls?..............................................................6
24) What should I do if investors call?...............................................................6
25) How do I handle pricing questions?................................................................7
26) What do I tell customers? Vendors? Publishers?....................................................7
27) Who do I contact with questions?..................................................................7
28) How will business be handled prior to closing?....................................................7
BENEFITS
29) Will our benefits change?.........................................................................7
30) Will my service with the company be recognized?...................................................7
31) Will there be any short-term changes to payroll?..................................................7
32) How will my annual review/raise be affected?......................................................7
33) How will this transaction affect bonus programs?..................................................8
34) What happens to employees' stock options?.........................................................8
35) Will I receive stock in the new company?..........................................................8
36) What will happen to my stock I have purchased through
the employee stock purchase program?..............................................................8
37) What should I do with shares of Software Spectrum stock that I own (excluding ESPP)...............8
COMMUNICATION
38) When will we know more?...........................................................................8
39) How will you keep us updated?.....................................................................8
</Table>

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GENERAL INFORMATION

1) WHO IS LEVEL 3?

A. Level 3, based in Broomfield, Colorado, is a global communications and
information services company offering a wide selection of wholesale
fiber optic network services including IP, broadband transport,
co-location services and the industry's first Softswitch platform over
which it provides voice and dial-up access services.

Level 3 is focused on selling its communications services to the
largest global consumers of bandwidth. Typically, these companies have
core businesses that depend on the delivery of bandwidth intensive
information. These customers include Regional Bell Operating Companies
(RBOC's), long distance providers, Competitive Local Exchange Carriers
(CLECs), Internet Service Providers and content and media companies.
Two of their top ten customers are companies we are very familiar with
- AOL and Microsoft. The remaining top 10 customers include Cable &
Wireless, Dynegy, Earthlink, France Telecom, Genuity, SBC, United
Online and XO Communications. Their customers increasingly order Level
3's services online, allowing their sales teams to provide high value
solution consulting. The Level 3 Online Customer Service Center
("Online CSC") is a demonstration of Level 3's commitment to utilize
state of the art technology to provide customers unprecedented support
tools and service.

Level 3 has constructed a massive global fiber optic network optimized
around Internet Protocol and designed to take advantage of new
technologies - both new generations of fiber plus new generations of
electronics that are used to "light up" the fiber. The network consists
of a U.S. network of 16,000 route miles, a European network of 3,600
route miles, ownership of numerous undersea cables, 6 million square
feet of co-location space, and over 930,000 metropolitan fiber miles.
While, the troubles of the telecommunications industry have been widely
chronicled, Level 3 has positioned itself to take advantage of this by
building an upgradeable fiber optic network that includes multi-conduit
construction. This enables the company to easily and quickly upgrade
the network with latest technology as it become available.

Additionally, the company is fully funded through free cash flow
breakeven. At the end of the first quarter of 2002, Level 3 had
available liquidity of approximately $1.8 billion, consisting of $1.1
billon in cash and securities and $650 million under its undrawn
revolving credit facility. These two factors are very significant in
determining why Level 3 expects to be well positioned when a turnaround
in customer demand occurs and to be a viable long-term player in the
telecommunications industry.

Revenues were $1.5 billion for the calendar year ending December 31,
2001 and $386 million for the first quarter 2002. Total assets as of
the end of the first quarter were $9 billion Level 3 common stock is
traded on the Nasdaq National Market under the symbol LVLT and current
market capitalization is approximately $1.6 billion. For more
information, visit www.level3.com.

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2) WHO IS CORPORATE SOFTWARE?

A. Corporate Software, based in Norwood, Massachusetts, is a leading
supplier of desktop software and services in North America and Europe,
where they have had a strong presence for many years. For the calendar
year ending December 31, 2001, Corporate Software revenues exceeded
$1.1 billion with approximately $400 million of this coming from
outside the United States. Founded in 1983, Corporate Software delivers
a full-service offering that helps more than 5,000 customers in 128
countries achieve maximum return on their software investments through
dedicated software licensing experts, comprehensive procurement and
license management tools, and product selection consultation on
business-vertical software, including desktop, storage, security,
infrastructure and data management. Their U.S. based customers include
Proctor and Gamble, JP Morgan Chase, Dow Chemical, Liberty Mutual and
Aetna while their international customers include large companies in
the insurance, consulting and consumer products industries. For more
information, visit www.corporatesoftware.com.

3) WHY ARE WE DOING THIS?

A. We believe that the transaction is in the best interest of all
stakeholders in the company. The product services business is a dynamic
business in which operating efficiencies and growth are key to
providing a competitive and compelling customer offering. Our
shareholders will receive a significant premium over the Company's
historic market price. Our employees will have career opportunities in
a much larger organization that will have greater capabilities over
multiple geographies. We will be joining a telecommunications
organization with one of the largest and best broadband networks in the
world.

Following the closing, our combined international presence will
approximate $600 million in annual revenue while our U.S. annual
revenue will aggregate approximately $1.8 billion. We will have
opportunities to significantly improve the combined earnings of the two
companies through reduced operating expenses resulting from our
combined synergies and improved economies of scale. This will allow us
to provide a most effective, efficient go-to-market channel for all our
suppliers. In addition, Corporate Software has forged relationships
with Software Asset Management (SAM) companies and companies that
provide tools that we do not sell today. Relationships with companies
like Peregrine, iPlanet, Eracent and Intraware - have tools that will
complement and enhance these offerings.

The methods of software licensing and software functionality delivery
are changing. We believe that Level 3'ss network of broadband transport
capabilities and our software licensing expertise position us to be a
leader in providing software and software functionality as pervasive
computing (such as Microsoft's .NET strategy) becomes a reality.

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4) WHY IS LEVEL 3 DOING THIS?

A. Level 3 believes that there are significant short and long term
benefits associated with acquiring Software Spectrum. In the short
term, there are some synergies that can be realized by integrating the
operations of Software Spectrum and Corporate Software, a subsidiary of
Level 3. These synergies include customer penetration as well as
certain cost cutting opportunities. In the long term, this acquisition
helps position the company to take advantage of the convergence of the
broadband and software distribution industries. Level 3 believes that
the future of information technology will be influenced by the dynamics
in the communications industry - specifically the price of moving
information. As the price of moving information continues to decrease
over time, the way in which the enterprise customer purchases and
stores software will change.

5) WHY CORPORATE SOFTWARE?

A. Corporate Software has enjoyed a 19-year history of licensing and
industry expertise, has a marquis customer list, and is a complementary
organization to ours. We have a similar focus on mid- and large-sized
corporate accounts and our corporate cultures are similar. Corporate
Software will enhance our global strengths and our customer roster.

6) WHERE WILL THE HEADQUARTERS BE LOCATED?

A. The combined entity will be headquartered in Dallas, Texas. Decisions
regarding where specific employees are going to office will be made as
a part of the transition plan.

7) HOW IS THE TRANSACTION STRUCTURED?

A. Level 3 will acquire Software Spectrum by means of a merger under which
shares of Software Spectrum common stock are converted into the right
to receive $37.00 per share in cash.

8) WHAT WILL THIS MEAN FOR CUSTOMERS?

A. When the transaction is complete, our customers will enjoy the same
great service they have been receiving. Software Spectrum customers
will be better served in Europe, and Corporate Software customers will
be better served in Asia/Pacific and Japan. We will be able to leverage
best practices of both companies to enhance the level of service we
provide to all our customers.

9) WILL THE COMPANY STILL BE PUBLIC?

A. Following the closing, Software Spectrum will no longer be a publicly
held and traded company. We will be a wholly owned subsidiary of Level
3, Inc. a publicly traded company on the NASDAQ stock exchange under
the ticker symbol LVLT.

10) WILL THE SALES RALLY, QUADRANT II AND THE AWARDS CELEBRATION TAKE PLACE AS
PLANNED?

A. The Sales Rally will take place as scheduled. We will also schedule a
sales meeting with the combined organizations following the close of
the transaction. We anticipate this to occur in late July or early
August depending on the closing date. The Sales Rally

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in APAC will also be held as currently scheduled. The EMEA Sales Rally
is tentative and may be rescheduled to occur after closing.

Quadrant II will be rescheduled to take place some time after closing.

The Awards Celebrations will take place as scheduled in each region.

11) WHAT DOES THIS MEAN FOR SOFTWARE SPECTRUM CONTACT SERVICES?

A. Level 3 and Corporate Software are not in this business, and we do not
anticipate any changes for our Contact Services business at this time.
Of interest, two of Level 3'ss largest customers are AOL and Microsoft.

MANAGEMENT/ORGANIZATION

12) HOW WILL THE MANAGEMENT OF THE NEW COMPANY BE STRUCTURED?

A. Howard Diamond, CEO of Corporate Software, will become Chairman of the
combined companies. Judy Odom will be Chief Executive Officer and Keith
Coogan will be President and Chief Operating Officer. Additional
positions will be announced as we get closer to the closing date.

13) WILL A TRANSITION TEAM BE IDENTIFIED?

A. Yes, Judy Odom, Keith Coogan and Roger King will lead the transition
and integration team, which will work with designated Corporate
Software counterparts to ensure an efficient and effective transition.
Roger King will focus primarily on the EMEA transition and integration.
Until we get close to the closing, Software Spectrum will operate on a
business as usual basis.

14) WHAT WILL THE NEW ORGANIZATION LOOK LIKE?

A. The structure of the combined organization has not been finalized at
this point. Final organizational decisions will be announced concurrent
with the closing of the transaction.

15) WILL THERE BE STAFF REDUCTIONS?

A. There are many questions that can only be answered following the
closing. Generally, being part of a larger organization creates
opportunity for individuals. However, we anticipate that there will
likely be some duplicated functions and positions. Both Corporate
Software and Software Spectrum have very talented employees, and we
will need to continue to retain the best talent from each company for
the combined organization. We will identify the specific positions and
individuals who will be impacted by these organization changes as
quickly as possible following the closing.

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16) WILL THERE BE A HIRING FREEZE?

A. Yes. Until we conclude the personnel planning aspects of our
integration plans, we will not hire any new employees unless
specifically approved by the President and COO.

TRANSITION

17) HOW LONG WILL THE TRANSITION TAKE?

A. Since integration plans will be developed over the next several weeks,
we cannot answer this question with certainty at this point in time. We
anticipate most of the transition in North America and Asia/Pacific can
be completed in 90 days from the date of closing, which is expected to
be in the third quarter of 2002. However, some final aspects of the
integration could take up to 180 days. In Europe, given the
complexities of doing business there and the number of countries we
operate in, we anticipate our integration could take longer to
complete.

18) HOW WILL THE TWO COMPANIES BE INTEGRATED?

A. A transition and integration team comprised of representatives from key
departments in both companies will be responsible for the integration.

19) HOW CAN I HELP?

A. Continue your focus on providing world class service to our customers
and live the Spectrum Promise. In particular focus on Practice #4 -
Smile! Enjoy what you do. Always maintain a positive attitude and
behavior with customers and each other.

20) HOW WILL EMPLOYEES BE SELECTED FOR AVAILABLE POSITIONS?

A. The company intends to follow its historic selection practices to
identify the best candidates for available positions.

21) TODAY THE AGREEMENT WAS ANNOUNCED AND IT WAS STATED THAT CLOSING WOULD
OCCUR IN THE THIRD QUARTER. WHAT HAPPENS IN THE INTERVENING PERIOD?

A. First and foremost, we continue to operate our business as we always
have and provide great customer service and support. We will continue
to compete with Corporate Software during this period. Software
Spectrum will take steps required to call a special meeting of
shareholders to vote on the merger proposal. Following the shareholder
vote, and subject to regulatory approvals, the merger will be completed
and the shareholder will be paid the cash consideration for their
shares of Software Spectrum stock.

22) WHAT HAPPENS AFTER CLOSING?

A. Once the transaction has been successfully completed, we will begin the
task of integrating and growing the combined business, as rapidly and
smoothly as possible.

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23) WHAT SHOULD I DO IF THE PRESS CALLS?

A. Please refer all calls from the media to Maxine Levy, Public Relations
Manager, at ext. 7887 or Gary Hanson at 5257.

24) WHAT SHOULD I DO IF INVESTORS CALL?

A. Please refer all investor calls to Tammy Dana-Bashian at ext. 5214 or
Jim Brown at ext. 5999.

25) HOW DO I HANDLE PRICING QUESTIONS?

A. Pricing questions / processes will remain unchanged. It is very
important to remember that we conduct our business as usual between the
time of announcement and closing. We must continue to grow our business
and remain focused on providing outstanding service to our customers.

26) WHAT DO I TELL CUSTOMERS? VENDORS? PUBLISHERS?

A. We believe this will be a very positive transaction for both our
customers and suppliers. Scripts have been created for each of these
audiences, and they should be utilized to guide your spoken
communications. These will be available on the Buzz. These documents
should not be copied. Prior to the transaction closing, nothing changes
as we continue to follow the same processes as today.

27) WHO DO I CONTACT WITH QUESTIONS?

A. Your Director or Officer should be your first point of contact. A link
has been established on the Buzz where you can submit questions and
answers will be posted.

28) HOW WILL BUSINESS BE HANDLED PRIOR TO CLOSING?

A. Day-to-day business activities will not change. We continue to treat
Corporate Software as a competitor, just as we always have.

BENEFITS

29) WILL OUR BENEFITS CHANGE?

A. We are not anticipating any immediate or near-term changes.

30) WILL MY SERVICE WITH THE COMPANY BE RECOGNIZED?

A. Software Spectrum service will be recognized.

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31) WILL THERE BE ANY SHORT-TERM CHANGES TO PAYROLL?

A. No. The payroll schedule will not change in the short term.

32) HOW WILL MY ANNUAL REVIEW / RAISE BE AFFECTED?

A. We anticipate "business as usual" with our Focal Point review date
(October 1, 2002 in North America and EMEA and November 1, 2002 in
APAC). However, we will be reviewing our benefits programs as well as
HR policies as part of the transition plan and will communicate any
changes as soon as possible following the close.

33) HOW WILL THIS TRANSACTION AFFECT BONUS PROGRAMS (PI'S, COMMISSION, ANNUAL
BONUS PLANS)?

A. There will be no changes to existing programs prior to closing. We will
provide information concerning any compensation program changes if any,
as soon as possible following the close.

34) WHAT HAPPENS TO EMPLOYEES' STOCK OPTIONS?

A. Employees' stock options will vest at completion of the offer to
purchase, and option holders will receive payment at closing for the
difference between the sale price, $37 per share, and the aggregate
option price, less applicable withholding taxes.

35) WILL I RECEIVE STOCK OR OPTIONS IN THE NEW COMPANY?

A. Following the transaction, we will be a subsidiary of a public company
and our current stock option program and Employee Stock Purchase Plan
will no longer be available.

36) WHAT WILL HAPPEN TO THE STOCK I HAVE PURCHASED THROUGH THE EMPLOYEE STOCK
PURCHASE PROGRAM (ESPP)?

A. As a shareholder of the Company, you will be entitled to vote to
approve the merger and you will receive $37 for each share of Software
Spectrum stock you own upon completion of the merger. Purchases through
payroll deductions for the ESPP will cease immediately.

37) WHAT SHOULD I DO WITH SHARES OF SOFTWARE SPECTRUM STOCK THAT I CURRENTLY
OWN (EXCLUDING SHARES HELD IN THE ESPP)?

A. You will receive proxy materials in the near future relating to the
merger.

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EMPLOYEES
SOFTWARE SPECTRUM Q & A
LAST UPDATED: 05/01/02 4:38 PM

FOR INTERNAL DISCUSSION ONLY - DO NOT DISTRIBUTE
- --------------------------------------------------------------------------------

COMMUNICATION

38) WHEN WILL WE KNOW MORE?

A. As we get closer to closing, we will provide more details to you. There
will be several weeks where the primary activities will be related to
communicating with our shareholders and seeking necessary government
approvals. We will notify you once the requisite government approvals
have been obtained, which allows us to then identify the closing date.

39) HOW WILL YOU KEEP US UPDATED?

A. Employees will be kept updated through a variety of methods including:
departmental meetings, email updates and Buzz postings.

*****************************

ANSWER FOR QUESTIONS THAT WE DO NOT KNOW THE ANSWER.

Officers / Directors:

If you are asked a question that you are unable to answer, please respond as
follows:

A. There are many details that are being finalized during this transition
period. While I don't know that specific answer, we will add this
question and its answer, when known, to the document so that all
employees will be able to see it. Everyone should check the Buzz often
as it will be a central repository for information and will be updated
frequently.

Note: All unanswered questions should be forwarded to Gary Hanson. Gary will
research answers and ensure they are posted on the Buzz.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

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SOFTWARE SPECTRUM Q & A
LAST UPDATED: 05/01/02 4:38 PM

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- --------------------------------------------------------------------------------

and other documents filed by Software Spectrum with the Securities and Exchange
Commission at the SEC's web site at www.sec.gov.

Page 10 of 10

INTERNAL - COMPANY INTRANET

Buzz Announcement

FROM JUDY ODOM AND KEITH COOGAN:
- --------------------------------------------------------------------------------

We are pleased to inform you that today we entered into a definitive agreement
to be acquired by Level 3. You may recall that recently Level 3 acquired
Corporate Software.

We are very excited about this merger both because it reflects on the
recognition value of our organization and because we believe that it will allow
us to continue to grow and flourish in an increasingly competitive and rapidly
evolving industry. We believe this combination is good for all Software Spectrum
stakeholders and will help to secure our long-term success.

Howard Diamond, Chairman of Corporate Software, will serve as Chairman of the
combined company. Judy Odom, your current Chairman and Chief Executive Officer
of Software Spectrum, will serve as CEO of the expanded organization and Keith
Coogan will continue with the organization serving as President and Chief
Operating Officer. Further details regarding the remainder of the officer
management team will be communicated as we get closer to closing.

Between now and closing, we will utilize a variety of communication methods to
keep you updated on our progress and integration plans - including the Buzz
where you can post any questions you may have. Your Officer or Director will be
happy to answer your questions in meetings scheduled for today.

Until closing, it is most important that all of us remain focused on running our
company as usual by providing the professional service and support that our
customers have come to rely on. We will continue to compete with Corporate
Software until the transaction is closed.

For your reference, attached is a copy of today's press release along with an
initial question and answer document.

Thank you for making this significant combination possible, and thank you in
advance for your support as we integrate these two outstanding companies to
become the indisputable leader of our industry.

Judy Odom Keith Coogan
Chairman and CEO President and COO

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

INTERNAL - COMPANY INTRANET

carefully when it becomes available because it will contain important
information about Software Spectrum, the merger and related matters.
Shareholders and investors can obtain free copies of the proxy statement when it
becomes available by contacting Investor Relations, Software Spectrum, 2140
Merritt Drive, Garland, Texas, 75041, (972) 840-6600. In addition, shareholders
and investors will be able to obtain free copies of the proxy statement in
connection with the merger and other documents filed by Software Spectrum with
the Securities and Exchange Commission at the SEC's web site at www.sec.gov.

Internal - email to employees

E-Mail to all NA Employees

FROM JUDY ODOM AND KEITH COOGAN:
- --------------------------------------------------------------------------------

We are pleased to inform you that today we entered into a definitive agreement
to be acquired by Level 3. You may recall that recently Level 3 acquired
Corporate Software. Following closing, Software Spectrum and Corporate Software
will combine operations to form a single entity headquartered in Dallas.

We anticipate that closing will occur in the third quarter of 2002, and it is
subject to approval of our shareholders as well as regulatory approvals. Upon
closing, Howard Diamond, Chairman of Corporate Software, will serve as Chairman
of the combined company. Judy Odom, your current Chairman and Chief Executive
Officer of Software Spectrum, will serve as CEO of the expanded organization and
Keith Coogan will continue with the organization serving as President and Chief
Operating Officer. Further details regarding the remainder of the officer
management team will be communicated as we get closer to closing.

For your reference, a copy of today's press release along with an initial
question and answer document can be found on the Buzz.

Thank you for making this significant combination possible, and thank you in
advance for your support as we integrate these two outstanding companies to
become what we believe will be the indisputable leader of our industry.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

Software Spectrum plans to mail a proxy statement to its shareholders in
connection with a shareholder meeting to consider and vote on a proposal to
approve the merger.

Internal - email to employees

Shareholders of the company and other investors are urged to read the proxy
statement carefully when it becomes available because it will contain important
information about Software Spectrum, the merger and related matters.
Shareholders and investors can obtain free copies of the proxy statement when it
becomes available by contacting Investor Relations, Software Spectrum, 2140
Merritt Drive, Garland, Texas, 75041, (972) 840-6600. In addition, shareholders
and investors will be able to obtain free copies of the proxy statement in
connection with the merger and other documents filed by Software Spectrum with
the Securities and Exchange Commission at the SEC's web site at www.sec.gov.

INTERNAL - EMAIL TO EMPLOYEES

E-Mail to all EMEA Employees

FROM JUDY ODOM AND KEITH COOGAN:
- --------------------------------------------------------------------------------

This merger is particularly meaningful for our business in EMEA as Corporate
Software has a significant presence in this marketplace generating annual
revenues of approximately $400 million.

Between now and closing, we will use a variety of communication methods to keep
you updated on our progress and integration plans - including the Buzz where you
can submit any questions you may have. Michael Charter will be happy to answer
your questions in meetings scheduled for 1300 gmt today. The phone number to
access the meeting for those outside the office is 1-816-650-0631, passcode
#42451.

For your reference, a copy of today's press release along with an initial
question and answer document can be found on the Buzz.

INTERNAL - EMAIL TO EMPLOYEES

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

INTERNAL - EMAIL TO EMPLOYEES

APAC EMPLOYEE EMAIL

FROM JUDY ODOM AND KEITH COOGAN:
- --------------------------------------------------------------------------------

This merger will not have a large impact on our APAC business as Corporate
Software employs only 4 people in Singapore and 1 in Australia.

Between now and closing, we will utilize a variety of communication methods to
keep you updated on our progress and integration plans.- including the Buzz
where you can submit any questions you may have. Andrea Della Mattea will be
happy to answer your questions in meetings scheduled for 8:30 am Sydney time for
ANZ employees. Employees in Hong Kong and Singapore can meet with Andrea via
conference call at 10:00 am Sydney time. Andrea will provide you a phone number
for the conference call.

For your reference, a copy of today's press release along with an initial
question and answer document can be found on the Buzz.

INTERNAL - EMAIL TO EMPLOYEES

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

INTERNAL - VOICE MESSAGE TO EVERY EMPLOYEE

JUDY ODOM VOICEMAIL SCRIPT (MAY 2, 2002) - SOFTWARE SPECTRUM EMPLOYEES
- --------------------------------------------------------------------------------

Good morning, this is Judy Odom with a message to all Software Spectrum
employees.

I am pleased to share with you that earlier today we announced that we have
signed a definitive merger agreement with Level 3. You may recall that Level 3
recently acquired Corporate Software. Our business and Corporate Software's will
be combined as a wholly-owned subsidiary of Level 3, creating a software
provider with revenues in excess of $2 Billion.

This combination is very exciting and helps to ensure our long-term success. The
combined companies will have enhanced global presence and the extensive
technical resources required to continue to provide outstanding value and
services to our customers worldwide.

The transaction is expected to close in the third quarter of 2002, pending the
necessary approvals. During this period, your Director and Officer will move
quickly to communicate specific details as they become available. Also, this
morning your Officer and Director will be leading a meeting where they will
provide additional information to you, share the press release, and provide time
for Q & A. You should also keep your eye on the Buzz for up-to-date information.

Now, I need your help in seeing that during this transition, we remain focused
on continuing to provide the best of care to our customers (as always!)

Have a great day.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

INTERNAL - VOICE MESSAGE TO EVERY EMPLOYEE

INTERNAL - POSTED ON COMPANY INTRANET

SALES RALLY/QUADRANT II ANNOUNCEMENT - BUZZ

In light of the recent announcement, there are some revisions to schedules for
upcoming planned events.

Sales Rally

The North America Sales Rally will continue as scheduled. It will be held
Sunday, May 5 - Wednesday, May 8 at the Hotel Intercontinental in Dallas, Texas.
The APAC Sales Rally will also continue as planned for May 20 - 23. The EMEA
Sales Rally is tentatively scheduled for July. It is currently being evaluated
in light of the possible closing of the Level 3 acquisition around the same
time. A decision will be made soon.

Awards Celebration

The North America Awards Celebration will be held on Wednesday, May 8 as
originally scheduled. The APAC and EMEA Awards Celebrations will also be held as
currently scheduled.

Quadrant II

QII will be rescheduled for a later time following close of the transaction. The
intent is to ensure we have the entire team from the combined company together
for this important planning event.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

Software Spectrum plans to mail a proxy statement to its shareholders in
connection with a shareholder meeting to consider and vote on a proposal to
approve the merger. Shareholders of the company and other investors are urged
to read the proxy statement carefully when it becomes available because it will
contain important information about Software Spectrum, the merger and related
matters. Shareholders and investors can obtain free copies of the proxy
statement when it becomes available by contacting Investor Relations, Software
Spectrum, 2140 Merritt Drive, Garland, Texas, 75041, (972) 840-6600. In
addition, shareholders and investors will be able to obtain free copies of the
proxy statement in connection with the merger and other documents filed by
Software Spectrum with the Securities and Exchange Commission at the SEC's web
site at www.sec.gov.

Software Spectrum and its directors, executive officers and certain members of
management and other employees may be deemed to be participants in the
solicitation of proxies of the company's shareholders to approve the proposed
merger. Such individuals may have interests in the merger, including as a
result of holding options or shares of the company's stock. A detailed list
of the names, affiliations and interests of the participants in the
solicitation will be contained in the proxy statement that will be filed by
Software Spectrum with the SEC.

INTERNAL - LIMITED DISTRIBUTION TO EMPLOYEES INTERACTING WITH CUSTOMERS - NO
EXTERNAL DISTRIBUTION

CUSTOMERS
SOFTWARE SPECTRUM Q & A
LAST UPDATED: 05/01/02 4:39 PM

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- --------------------------------------------------------------------------------

INDEX

Page Number
-----------

1) Who is Level 3?...................................................................................2

2) Why are we doing this?............................................................................2

3) Why is this good for me as a customer.............................................................3

4) Where will the headquarters be located?...........................................................3

5) How will the management of the new company be structured?.........................................3

6) How long will the transition take?................................................................4

7) How will the two companies be integrated?.........................................................4

8) Today the agreement was announced and it was stated that closing would
occur in the third quarter. What happens in the intervening period?...............................4

9) What happens after closing?.......................................................................4

10) Who do I call if I have pricing questions?........................................................4

11) Will my contacts at Software Spectrum change?.....................................................4

12) How will you keep us updated?.....................................................................5

13) What should I do if I do business with both Software Spectrum
and Corporate Software?...........................................................................6

14) What effect will this have on my contracts?.......................................................6

15) How will my account be serviced during the interim?...............................................6

16) Who do I call if I need to place an order?........................................................6

17) A Software Spectrum representative told me that the earlier Level
3/Corporate Software acquisition didn't make sense. Why does this make
more sense?.......................................................................................6
</Table>

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SOFTWARE SPECTRUM Q & A
LAST UPDATED: 05/01/02 4:39 PM

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- --------------------------------------------------------------------------------

1) WHO IS LEVEL 3?

2) WHY ARE WE DOING THIS?

A. We believe that the transaction is in the best interest of all
stakeholders in the company. The product services business is a dynamic
business in which operating efficiencies and

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SOFTWARE SPECTRUM Q & A
LAST UPDATED: 05/01/02 4:39 PM

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- --------------------------------------------------------------------------------

growth are key to providing a competitive and compelling customer
offering. Our shareholders will receive a significant premium over the
Company's historic market price. Our employees will have career
opportunities in a much larger organization that will have greater
capabilities over multiple geographies. We will be joining a
telecommunications organization with one of the largest and best
broadband networks in the world.

3) WHY IS THIS GOOD FOR ME AS A CUSTOMER?

A. Level 3 positions our customers to take optimal advantage of early
developments of the pervasive computing world. Delivery of software and
software functionality via the internet and broadband channels will be
part of this, and, combined with our expertise in premiere software
asset management tools, processes, and people, our customers will have
the opportunity to manage their software assets more effectively. The
union enhances our global reach by expanding our presence in North
America, EMEA, APAC and Japan.

4) WHERE WILL THE HEADQUARTERS BE LOCATED?

A. The combined entity will be headquartered in Dallas, Texas. Decisions
regarding where specific employees are going to office will be made as
a part of the transition plan.

5) HOW WILL THE MANAGEMENT OF THE NEW COMPANY BE STRUCTURED?

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SOFTWARE SPECTRUM Q & A
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- --------------------------------------------------------------------------------

6) HOW LONG WILL THE TRANSITION TAKE?

A. Since integration plans will be developed over the next several weeks,
we cannot answer this question with certainty at this point in time.
From the date of closing, which is expected to be in the third quarter
of 2002, we anticipate most of the transition in North America and
Asia/Pacific can be completed in 90 days. However, some final aspects
of the integration could take up to 180 days. In Europe, given the
complexities of doing business there and the number of countries we
operate in, we anticipate our integration could take longer to
complete.

7) HOW WILL THE TWO COMPANIES BE INTEGRATED?

A. A transition and integration team comprised of representatives from key
departments in both companies will be responsible for the integration.
The best practices of both companies will be integrated into the new
organization as well as taking advantage of economies of scale. The new
organization will take shape following the close of the transaction.
From an IT perspective, Software Spectrum's systems are fully scalable
and able to handle the increased volume of activity.

8) TODAY THE AGREEMENT WAS ANNOUNCED AND IT WAS STATED THAT CLOSING WOULD
OCCUR IN THE THIRD QUARTER. WHAT HAPPENS IN THE INTERVENING PERIOD?

A. First and foremost, we continue to operate our business as we always
have and provide great customer service and support. Day-to-day
business activities will not change prior to closing.

9) WHAT HAPPENS AFTER CLOSING?

A. Once the transaction has been successfully completed, formal
integration of the two companies will begin. A transition and
integration team comprised of representatives from key departments in
both companies will be responsible for the integration. The best
practices of both companies will be integrated into the new
organization as well as taking advantage of economies of scale. The new
organization will take shape following the close of the transaction.

10) WHO DO I CALL IF I HAVE PRICING QUESTIONS?

A. Pricing questions / processes will remain unchanged until the
transaction is closed. You should continue to contact your account
manager or CARE team representative.

11) WILL MY CONTACTS AT SOFTWARE SPECTRUM CHANGE?

A. No. You will have the same great support team in place that you have
today.

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- --------------------------------------------------------------------------------

12) HOW WILL YOU KEEP US UPDATED?

A. Your account manager will provide you with updates as they become
available. Additionally, the company will provide regular updates to
ensure there is no disruption in the level of service and support you
are provided.

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SOFTWARE SPECTRUM Q & A
LAST UPDATED: 05/01/02 4:39 PM

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- --------------------------------------------------------------------------------

13) WHAT SHOULD I DO IF I DO BUSINESS WITH BOTH SOFTWARE SPECTRUM AND
CORPORATE SOFTWARE?

A. During the transition period, continue to conduct business as you
normally would. Work through your account manager and CARE team for all
of your software services. Following the close of this transaction, we
will work to ensure you will receive the proper coverage and consistent
service levels in all geographies.

14) WHAT EFFECT WILL THIS HAVE ON MY CONTRACTS?

A. Your licensing contracts will not be impacted during the transition
period. We will work closely with our software publishing partners
during the transition to ensure a smooth migration process.

15) HOW WILL MY ACCOUNT BE SERVICED DURING THE INTERIM?

A. During the transition period, continue to conduct business as you
normally would. Work through your account manager and CARE team for all
of your software service needs.

16) WHO DO I CALL IF I NEED TO PLACE AN ORDER?

A. During the transition period, continue to conduct business as you
normally would. Work through your account manager and CARE team for all
of your software service needs.

17) A SOFTWARE SPECTRUM REPRESENTATIVE TOLD ME THAT THE EARLIER LEVEL
3/CORPORATE SOFTWARE ACQUISITION DIDN'T MAKE SENSE. WHY DOES THIS MAKE
MORE SENSE?

A. From a global perspective, the combination of Software Spectrum and
Corporate Software gives Level 3 a significant customer base in every
major geography in the world including, Japan and Asia/Pacific in
addition to Europe and North America. From a services development
standpoint, the efficiencies and scale of the combined entities will
facilitate the creation of new electronic and web services continuing
to help customers drive down costs associated with the acquisition,
deployment and management of their software assets.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

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- --------------------------------------------------------------------------------

statement when it becomes available by contacting Investor Relations, Software
Spectrum, 2140 Merritt Drive, Garland, Texas, 75041, (972) 840-6600. In
addition, shareholders and investors will be able to obtain free copies of the
proxy statement in connection with the merger and other documents filed by
Software Spectrum with the Securities and Exchange Commission at the SEC's web
site at www.sec.gov.

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INTERNAL/EXTERNAL - VERBAL COMMUNICATION WITH CUSTOMERS - WILL NOT BE
DISTRIBUTED

CUSTOMER SCRIPT
- --------------------------------------------------------------------------------

Hi, this is ________ from Software Spectrum, and I'd like to share some
important news with you.

I am very excited to advise you that Software Spectrum has signed a definitive
agreement to merge with Level 3. Upon closing, Software Spectrum will then be
combined with Corporate Software, which Level 3 acquired earlier this year.

Level 3, as you may know, is a global communications and information services
company offering a wide selection of network and broadband services.

Their customer base today consists of some of the largest consumers of bandwidth
- - companies whose core business depends on the delivery of rich content via the
Internet. Their largest customers include AOL and Microsoft.

Combined, our international presence will approximate $600 million in annual
software revenue, while our U.S. annual revenue will aggregate approximately
$1.8 billion. This expanded presence will enable us to even better serve our
customers with locations worldwide.

Level 3 positions our customers to take optimal advantage of early developments
of the pervasive computing world. Delivery of software and software
functionality via the Internet and broadband channels will be part of this
world. The combined expertise of premiere software asset management tools,
processes and people will allow you to manage your software assets more
effectively. Software publishers, managed services providers, as well as
emerging technology companies, will, we believe, come to know us as the most
effective and efficient go-to-market vehicle for new products. We should,
therefore, continue to be you best source for this sort of information.

The new Software Spectrum will be headquartered in Dallas, Texas. Howard
Diamond, CEO of Corporate Software will become Chairman of the combined
companies. Judy Odom will be the Chief Executive Officer and Keith Coogan will
be the President and Chief Operating Officer, both of whom are currently serving
in these capacities with Software Spectrum.

Our commitment to you will not change. We will keep you updated on our progress
and the benefits you will see as we bring these companies together. We value
your business and I can assure you that Software Spectrum will strive to ensure
this transaction results in even better services and offerings for your
organization.

Are there any questions I can answer for you? (REFER TO Q & A SHEET)

If you have any questions later, please do not hesitate to contact your account
manager or me.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

EXTERNAL - EMAIL TO CUSTOMERS

CUSTOMER EMAIL
- --------------------------------------------------------------------------------

Software Spectrum Customer

It was announced today that Software Spectrum and Level 3 have signed a
definitive merger agreement for the acquisition of Software Spectrum. Following
closing, Level 3 will merge Software Spectrum with Corporate Software, another
software services firm that it acquired earlier this year, to form a services
firm with over $2 billion in annual revenues.

Software Spectrum will continue to provide the software services you rely on to
effectively procure and manage your software assets. This merger will only
enhance the unbiased access to technology products and solutions we provide you.
Our combined experience in volume licensing and our state-of-the-art e-tools
will add even more value to your organization.

The new company will have relationships with over a thousand different software
publishers. The company will have an extensive global presence and combined
resources available to continue to provide outstanding customer service. The
software industry is experiencing dramatic change and software is viewed by many
as a service. As the channels for distribution of software and licensing options
continue to evolve, the relationship with Level 3, and their ability to provide
access to their broadband networks, will offer significant advantages to the new
Software Spectrum and our customers.

This transaction is expected to close in the third quarter of 2002. In the
meantime, our commitment and service to you will not change. We will communicate
with you on a regular basis to keep you informed of our progress and the
benefits you will see as we bring these companies together.

We value your business and I can assure you that Software Spectrum will strive
to ensure this transaction results in even better services and offerings for
your organization. If you have any questions, please feel free to contact your
account manager, or me personally at 972-864-5202.

Sincerely,

Roger J. King
President, Product Services
Software Spectrum

EXTERNAL - EMAIL TO CUSTOMERS

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

EXTERNAL - COMPANY INTERNET WEB SITE
Software Spectrum Web Page

- --------------------------------------------------------------------------------

It was recently announced that Software Spectrum and Level 3 have signed a
definitive merger agreement whereby Level 3 will purchase all outstanding shares
of Software Spectrum. Following close of this transaction, Software Spectrum and
Corporate Software, another software services firm that Level 3 acquired earlier
this year, will be combined.

The combined entity will continue to provide the software services our customers
rely on to effectively procure and manage their software assets. This merger
will only enhance the unbiased access to technology products and solutions we
provide.

The software industry is experiencing dramatic change and software is viewed by
many as a service. As the channels for distribution of software and licensing
options continue to evolve, the relationship with Level 3, and the ability to
provide access to their unique broadband network, will offer significant
advantages to Software Spectrum's customers.

This transaction is expected to close in the third quarter of 2002. In the
meantime, our commitment and service to our customers will not change. We will
provide regular updates of our progress and the benefits you will see as we
bring these companies together.

[Link to Press Release]

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

EXTERNAL - COMPANY INTERNET SITE

CONTACT SERVICES WEB PAGE
- --------------------------------------------------------------------------------

It was recently announced that Software Spectrum and Level 3 have signed a
definitive merger agreement whereby Level 3 will purchase all outstanding shares
of Software Spectrum.

The combined entity will continue to provide the exceptional customer support
our customers rely on through our various contact center locations. This merger
will only enhance the unbiased access to technology products and solutions we
provide. The relationship with Level 3, and the ability to provide access to
their unique broadband network, will offer significant advantages to Software
Spectrum's customers.

Link to Press Release

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

INTERNAL - EXTREMELY LIMITED DISTRIBUTION FOR DISCUSSION WITH PUBLISHERS - NO
EXTERNAL DISTRIBUTION

PUBLISHER
Q & A
LAST UPDATED: 05/01/02 4:43 PM

FOR INTERNAL DISCUSSION ONLY - DO NOT DISTRIBUTE
- --------------------------------------------------------------------------------

INDEX

Page Number
-----------

1) Who is Level 3?...................................................................................2

2) Why are we doing this?............................................................................3

3) Why is this good for Publishers?..................................................................3

4) Why is this good for Software Spectrum?...........................................................3

5) Where will the headquarters be located?...........................................................3

6) How will the management of the new company be structured?.........................................4

7) How long will the transition take?................................................................4

8) How will the two companies be integrated?.........................................................4

9) What will the new company look like?..............................................................4

10) Today the agreement was announced and it was stated that closing would
occur in the third quarter. What happens in the intervening period?..........................4

11) What happens after closing?.......................................................................4

12) What will this mean for customers?................................................................5

13) Who do I contact with questions?..................................................................5

14) How will business be handled prior to closing?....................................................5

15) How will you keep us updated?.....................................................................5

16) Prior to closing, how should I work with both Software Spectrum and
Corporate Software?..........................................................................5

17) After closing, how will I work with Software Spectrum?............................................5

18) After the deal is closed, what will be different for me?..........................................5

19) What impact will this have on sales?..............................................................6
</Table>

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Q & A
LAST UPDATED: 05/01/02 4:43 PM

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(1) WHO IS LEVEL 3?

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PUBLISHER
Q & A
LAST UPDATED: 05/01/02 4:43 PM

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(2) WHY ARE WE DOING THIS?

3) WHY IS THIS GOOD FOR PUBLISHERS?

A. Software Spectrum will be your best go-to-market vehicle for new
product offerings, new managed service offerings, etc. Our customer
base will be far and away the best target platform for you to use for
beta testing, product development input, etc.

4) WHY IS THIS GOOD FOR SOFTWARE SPECTRUM?

A. This makes Software Spectrum a very compelling vehicle for go-to-market
campaigns for new products. Our customer base includes many large
enterprise accounts in every major market in the world from Tokyo to
Sydney, London, Paris and Munich.

5) WHERE WILL THE HEADQUARTERS BE LOCATED?

A. The combined entity will be headquartered in Dallas, Texas. Decisions
regarding where specific employees are going to office will be made as
a part of the transition plan.

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PUBLISHER
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6) HOW WILL THE MANAGEMENT OF THE NEW COMPANY BE STRUCTURED?

7) HOW LONG WILL THE TRANSITION TAKE?

8) HOW WILL THE TWO COMPANIES BE INTEGRATED?

9) WHAT WILL THE NEW ORGANIZATION LOOK LIKE?

A. The structure of the combined organization has not been finalized at
this point. Final organizational decisions will be announced concurrent
with the closing of the transaction.

10) TODAY THE AGREEMENT WAS ANNOUNCED AND IT WAS STATED THAT CLOSING WOULD
OCCUR IN THE THIRD QUARTER. WHAT HAPPENS IN THE INTERVENING PERIOD?

A. First and foremost, we continue to operate our business as we always
have and provide great customer service and support. Day-to-day
business activities will not change prior to closing. We will continue
to compete with Corporate Software.

11) WHAT HAPPENS AFTER CLOSING?

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12) WHAT WILL THIS MEAN FOR CUSTOMERS?

13) WHO DO I CONTACT WITH QUESTIONS?

A. Continue to work with your normal day-to-day contact. During the
transition, it will be business as usual.

14) HOW WILL BUSINESS BE HANDLED PRIOR TO CLOSING?

A. Prior to closing it will be business as usual. We will continue to
aggressively source your product for our mutual customers and service
them as always.

15) HOW WILL YOU KEEP US UPDATED?

A. There will not be a lot of information that we can provide prior to
closing but we will provide you regular updates as more information
becomes available.

16) PRIOR TO CLOSING, HOW SHOULD I WORK WITH BOTH SOFTWARE SPECTRUM AND
CORPORATE SOFTWARE?

A. You should continue to work with both organizations as you do today.
Nothing changes prior to closing. It remains business as usual as we
grow our business and support our customers. Software Spectrum and
Corporate Software will continue to compete with each other prior to
closing.

17) AFTER CLOSING, HOW WILL I WORK WITH BOTH SOFTWARE SPECTRUM AND CORPORATE
SOFTWARE?

A. You will be working with only one organization versus two today. The
only difference will be a larger company, with an even greater marquis
customer base, expanded global presence, and enhanced software asset
management tools.

18) AFTER THE DEAL IS CLOSED, WHAT WILL BE DIFFERENT FOR ME?

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19) WHAT IMPACT WILL THIS HAVE ON SALES?

A. We must, and will, keep our eyes focused on our customers and the kind
of support and service they have come to expect from Software Spectrum.
We will continue to drive revenue and generate business for us and for
you.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

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INTERNAL/EXTERNAL - VOICE COMMUNICATION TO PUBLISHERS - WILL NOT BE DISTRIBUTED

PUBLISHER SCRIPT
- --------------------------------------------------------------------------------

Hi, this is ________ from Software Spectrum, and I'd like to share some
important news with you.

Upon closing, Level 3 will merge Software Spectrum with Corporate Software,
another software services firm that Level 3 acquired earlier this year.
Combined, our international presence will approximate $600 million in annual
revenue, while our U.S. annual revenue will aggregate approximately $1.8
billion. This expanded presence will enable us to even better serve our
customers with locations worldwide.

The combined entity will be headquartered in Dallas, Texas. Howard Diamond, CEO
of Corporate Software will become Chairman of the combined companies. Judy Odom
will be the Chief Executive Officer and Keith Coogan will be the President and
Chief Operating Officer.

Our goal will be to continue to provide outstanding service to our mutual
customers. Our employees will have the opportunity to participate in an
organization that will have greater capabilities over multiple geographies and
the opportunity to join a telecommunications organization with one of the
largest broadband networks in the world. This transaction is expected to close
in the third quarter of 2002. In the meantime, our commitment and service to you
and our customers will not change. We will continue to aggressively sell your
products to our customers and continue to conduct business as we have in the
past.

We will communicate with you on a regular basis to keep you informed of our
progress as the closing date of the transaction nears.

Are there any questions I can answer for you? (REFER TO Q & A SHEET)

We value our relationship with you and look forward to continuing to work
together to provide the products and services our customers have come to expect
from us. If you have any questions, please feel free to contact me or Gary
Hanson, at 972-864-5257 or Rob Graham, at 972-864-4001.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

INTERNAL/EXTERNAL - VOICE COMMUNICATION TO PUBLISHERS - WILL NOT BE DISTRIBUTED

Software Spectrum, the merger and related matters. Shareholders and investors
can obtain free copies of the proxy statement when it becomes available by
contacting Investor Relations, Software Spectrum, 2140 Merritt Drive, Garland,
Texas, 75041, (972) 840-6600. In addition, shareholders and investors will be
able to obtain free copies of the proxy statement in connection with the merger
and other documents filed by Software Spectrum with the Securities and Exchange
Commission at the SEC's web site at WWW.SEC.GOV.

EXTERNAL - EMAIL TO SELECTED SOFTWARE PUBLISHER EMPLOYEES

PUBLISHER EMAIL
- --------------------------------------------------------------------------------

Software Spectrum Partner

We are pleased to announce that we have signed a definitive merger agreement
whereby Software Spectrum will be acquired by Level 3. The merger is subject to
approval by our shareholders and satisfaction of other conditions, including
termination of antitrust waiting periods. Upon closing, Software Spectrum and
Corporate Software, another software services firm that Level 3 acquired earlier
this year, will be combined.

We will communicate with you on a regular basis to keep you informed of our
progress as the closing date of the transaction nears.

Sincerely,

Rob Graham
Vice President, Strategic Relationships
Software Spectrum

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

EXTERNAL - EMAIL TO SELECTED SOFTWARE PUBLISHER EMPLOYEES

Investor Relations, Software Spectrum, 2140 Merritt Drive, Garland, Texas,
75041, (972) 840-6600. In addition, shareholders and investors will be able to
obtain free copies of the proxy statement in connection with the merger and
other documents filed by Software Spectrum with the Securities and Exchange
Commission at the SEC's web site at WWW.SEC.GOV.

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MEDIA
SOFTWARE SPECTRUM Q & A
LAST UPDATED: 05/01/02 4:42 PM

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INDEX

Page Number
-----------

1) Who is Level 3?...................................................................................2

2) Who is Corporate Software?........................................................................2

3) Why are we doing this?............................................................................3

4) Where will the headquarters be located?...........................................................3

5) How will the management of the new company be structured?.........................................3

6) How long will the transition take?................................................................4

7) How will the two companies be integrated?.........................................................4

8) What will the new organization look like?.........................................................4

9) Will there be staff reductions?...................................................................4

10) Today the agreement was announced and it was stated that closing would
occur in the third quarter. What happens in the intervening period?..........................4

11) What happens after closing?.......................................................................4

12) How is the transaction structured?................................................................5

13) What will this mean for customers?................................................................5

14) How will business be handled prior to closing?....................................................5

15) Will employees be relocating to Dallas?...........................................................5

16) What is the projected revenue of the combined company?............................................5

17) Will the company still be public?.................................................................5
</Table>

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MEDIA
SOFTWARE SPECTRUM Q & A
LAST UPDATED: 05/01/02 4:42 PM

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1) WHO IS LEVEL 3?

Revenues were $1.5 billion for the calendar year ending December 31,
2001 and $386 million for the first quarter 2002. Total assets as of
the end of the first quarter were $9 billion Level 3 common stock is
traded on the Nasdaq National Market under the symbol LVLTand current
market capitalization is approximately $1.6 billion. For more
information, visit www.level3.com.

2) WHO IS CORPORATE SOFTWARE?

A. Corporate Software, based in Norwood, Massachusetts, is a global leader
in improving the way companies acquire, implement and manage software
technology. For the

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calendar year ending December 31, 2001, Corporate Software revenue
exceeded $1.1 billion with approximately $400 million of this coming
from international locations. Founded in 1983, Corporate Software
delivers a full-service offering that helps more than 5,000 customers
in 128 countries achieve maximum return on their software investments
through dedicated software licensing experts, comprehensive procurement
and license management tools, and product selection consultation on
business-vertical software, including desktop, storage, security,
infrastructure and data management. For more information, visit
www.corporatesoftware.com.

3) WHY ARE WE DOING THIS?

4) WHERE WILL THE HEADQUARTERS BE LOCATED?

A. The combined entity will be headquartered in Dallas, Texas. Decisions
regarding where specific employees are going to office will be made as
a part of the transition plan.

5) HOW WILL THE MANAGEMENT OF THE NEW COMPANY BE STRUCTURED?

A. Howard Diamond, CEO of Corporate Software, will become Chairman of the
combined companies. Judy Odom will be Chief Executive Officer and Keith
Coogan will be

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SOFTWARE SPECTRUM Q & A
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President and Chief Operating Officer. Additional positions will be
announced in the near future.

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MEDIA
SOFTWARE SPECTRUM Q & A
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(6) HOW LONG WILL THE TRANSITION TAKE?

7) HOW WILL THE TWO COMPANIES BE INTEGRATED?

A. A transition and integration team comprised of representatives from key
departments in both companies will be responsible for the integration.

8) WHAT WILL THE NEW ORGANIZATION LOOK LIKE?

A. The structure of the combined organization has not been finalized at
this point. Final organizational decisions will be announced concurrent
with the closing of the transaction.

9) WILL THERE BE STAFF REDUCTIONS?

10) TODAY THE AGREEMENT WAS ANNOUNCED AND IT WAS STATED THAT CLOSING WOULD
OCCUR IN THE THIRD QUARTER. WHAT HAPPENS IN THE INTERVENING PERIOD?

A. First and foremost, we continue to operate our business as we always
have and provide great customer service and support. We will continue
to compete with Corporate Software during this period. The offer to
purchase all of the outstanding stock of Software Spectrum will be
communicated to our shareholders. Following the completion of the
offering period, and subject to regulatory approvals, the shares are
purchased and the merger will be completed.

11) WHAT HAPPENS AFTER CLOSING?

A. Once the transaction has been successfully completed, we will begin the
task of integrating and growing the combined business, as rapidly and
smoothly as possible.

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SOFTWARE SPECTRUM Q & A
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12) HOW IS THE TRANSACTION STRUCTURED?

A. Level 3 will acquire Software Spectrum by means of a merger under which
shares of Software Spectrum common stock are converted into the right
to receive $37.00 per share in cash.

13) WHAT WILL THIS MEAN FOR CUSTOMERS?

14) HOW WILL BUSINESS BE HANDLED PRIOR TO CLOSING?

A. Day-to-day business activities will not change prior to closing.

15) WILL EMPLOYEES BE RELOCATING TO DALLAS?

A. Because the headquarters will be in Dallas, certain employees of the
combined entity will be offered employment positions that are available
only in Dallas. Certain other employees may be given the opportunity to
relocate as we integrate our business and determine our office
locations.

16) WHAT IS THE PROJECTED REVENUE OF THE COMBINED COMPANY?

A. Combined, our international presence will approximate $600 million in
annual revenue while our U.S. annual revenue will aggregate
approximately $1.8 billion. We will significantly improve the combined
earnings of the two companies through reduced operating expenses
resulting from our combined synergies and improved economies of scale.

17) WILL THE COMPANY STILL BE PUBLIC?

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

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merger and related matters. Shareholders and investors can obtain free copies of
the proxy statement when it becomes available by contacting Investor Relations,
Software Spectrum, 2140 Merritt Drive, Garland, Texas, 75041, (972) 840-6600. In
addition, shareholders and investors will be able to obtain free copies of the
proxy statement in connection with the merger and other documents filed by
Software Spectrum with the Securities and Exchange Commission at the SEC's web
site at WWW.SEC.GOV.

Page 7 of 7

INTERNAL - POWERPOINT PRESENTATION TO CORPSOFT EMPLOYEES

CORPORATE SOFTWARE
ANNOUNCEMENT

[CORPORATE SOFTWARE LOGO]

INTERNAL - POWERPOINT PRESENTATION TO CORPSOFT EMPLOYEES

TODAY'S ANNOUNCEMENT

LEVEL 3 HAS EXECUTED A DEFINITIVE AGREEMENT TO ACQUIRE SOFTWARE SPECTRUM FOR
$133 MILLION

UPON CLOSING, ANTICIPATED IN THE THIRD QUARTER OF 2002, SOFTWARE SPECTRUM AND
CORPORATE SOFTWARE WILL MERGE TO FORM A SINGLE ENTITY HEADQUARTERED IN DALLAS,
TEXAS

INTERNAL - POWERPOINT PRESENTATION TO CORPSOFT EMPLOYEES

KEY INFORMATION

HOWARD DIAMOND WILL SERVE AS CHAIRMAN OF THE BOARD

JUDY ODOM, CO-FOUNDER AND CURRENT CHAIRMAN AND CEO OF SOFTWARE SPECTRUM, WILL
SERVE AS CHIEF EXECUTIVE OFFICER

KEITH COOGAN, CURRENT PRESIDENT AND COO OF SOFTWARE SPECTRUM, WILL CONTINUE IN
HIS SAME ROLE

THE REMAINDER OF THE OFFICER GROUP WILL BE ANNOUNCED AS WE GET CLOSER TO THE
CLOSING OF THE TRANSACTION

INTERNAL - POWERPOINT PRESENTATION TO CORPSOFT EMPLOYEES

WHY MERGE?

GLOBAL CONSOLIDATION IS INEVITABLE - COMBINED WE ARE THE MOST COMPELLING
VALUE PROPOSITION

COMPLIMENTARY STRENGTHS - SOFTWARE SPECTRUM IN NORTH AMERICA AND ASIA/PACIFIC
AND CORPORATE SOFTWARE IN EUROPE

COMPATIBLE CULTURES

PERVASIVE COMPUTING - SOFTWARE LICENSING EXPERTISE AND COMBINED CUSTOMER BASE
WITH LEVEL 3'S FIBER OPTIC NETWORK POSITION US WELL

MEANINGFUL COST SAVINGS WILL HELP SECURE OUR LONG-TERM FUTURE

INTERNAL - POWERPOINT PRESENTATION TO CORPSOFT EMPLOYEES

WHO IS SOFTWARE SPECTRUM?

FOUNDED IN 1983

BASED IN GARLAND (DALLAS), TEXAS

TWO DIVISIONS

- PRODUCT SERVICES

- SPECTRUM CONTACT SERVICES

APPROXIMATELY 2,000 EMPLOYEES WORLDWIDE

REVENUES IN EXCESS OF $1.25 BILLION

CUSTOMERS ARE MANY OF THE FORTUNE/GLOBAL 500

PRODUCT SERVICES - BUSINESS-TO-BUSINESS RESELLER OF SOFTWARE WITH OFFICES IN
NORTH AMERICA, EUROPE AND ASIA/PACIFIC

CONTACT SERVICES - TECHNICAL AND STRATEGIC PARTNER OUTSOURCING FOR PUBLISHERS,
ISPS, ETC.

INTERNAL - POWERPOINT PRESENTATION TO CORPSOFT EMPLOYEES

CORPORATE CULTURE

BELIEFS

- "CORE PRINCIPLES"

OBJECTIVES

- "FOUNDATION" OF BUSINESS OBJECTIVES CONSISTENT WITH OUR BELIEFS

PRACTICES

- "ATTRIBUTES" TO IMPLEMENT OUR BELIEFS AND OBJECTIVES

SPECTRUM PROMISE

- VISION

- 18 PRACTICES

INTERNAL - POWERPOINT PRESENTATION TO CORPSOFT EMPLOYEES

TRANSITION/TIMELINE

THE MERGER IS EXPECTED TO BE COMPLETED IN THE THIRD QUARTER OF 2002

JUDY ODOM AND KEITH COOGAN WILL LEAD THE SOFTWARE SPECTRUM TRANSITION /
INTEGRATION TEAM

KEY REPRESENTATIVES OF CORPORATE SOFTWARE WILL BE DESIGNATED AS MEMBERS OF THE
TRANSITION TEAM AS WELL

SUBSEQUENT TO CLOSING, INTEGRATION WILL TAKE 60-180 DAYS

INTERNAL - POWERPOINT PRESENTATION TO CORPSOFT EMPLOYEES

NEXT STEPS

REMAIN FOCUSED ON SERVICING EXISTING CUSTOMERS AND OPERATING OUR TWO COMPANIES
AS WE DO TODAY

PLANNING FOR THE LAUNCH OF THE NEW ORGANIZATION

FURTHER COMMUNICATIONS WILL OCCUR ONCE WE HAVE REGULATORY APPROVAL

INTERNAL - POWERPOINT PRESENTATION TO CORPSOFT EMPLOYEES

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

INTERNAL - POWERPOINT PRESENTATION TO CORPSOFT EMPLOYEES

QUESTIONS?

[CORPORATE SOFTWARE LOGO]