Insight Enterprises Inc. Enters into Definitive Agreement to Acquire Software Spectrum - Accelerating Expansion of Technology Solutions Capabilities

Insight Enterprises Inc. (NASDAQ: NSIT) ("Insight" or
the "company") today announced that it has entered into a definitive
agreement to acquire Software Spectrum Inc. ("Software Spectrum"), a
global technology solutions provider and wholly owned subsidiary of
Level 3 Communications (NASDAQ: LVLT). Under the terms of the
agreement, Insight will acquire Software Spectrum for a cash purchase
price of $287.0 million. The purchase price is subject to a working
capital adjustment. The acquisition has been approved by the boards of
directors of both companies, but is subject to customary closing
conditions, including antitrust approvals. We expect the acquisition
to close during the third quarter of this year. We also expect the
acquisition to be accretive to 2006 diluted earnings per share ("EPS")
and to at least offset any reduction in EPS due to the sale of our
wholly owned subsidiary, Direct Alliance Corp., on June 30, 2006. This
acquisition will be a strong accelerator of Insight's evolution to a
broad-based technology solutions advisor and provider. As a result of
the acquisition, Insight will have significantly enhanced capabilities
in the sales and service of software, an expanded global presence and
deeper penetration of the global enterprise sector.
Founded in 1983 and headquartered in Plano, Texas, Software
Spectrum is one of the world's leading single source providers of
business-to-business IT solutions and services, with particular
expertise in the selection, purchase and management of software.
Software Spectrum's net sales and earnings from operations were
approximately $1.9 billion and $21.3 million, respectively, for the
year ended Dec. 31, 2005. The company delivers value-driven technology
solutions across the globe through sales and operations centers in
North America, Europe and the Asia-Pacific region. Customers include
large, multinational enterprises from the Fortune 500, as well as
mid-sized organizations from a wide variety of industries.
This acquisition represents a solid next step in Insight's
evolution to becoming a trusted advisor to our clients on technology
solutions to address business needs. Insight has begun leveraging its
capabilities to drive services and solutions into the small- and
medium-sized business space and to further penetrate the large
enterprise sector. We had identified expanded expertise in software as
a necessary augmentation of our current value proposition, and
Software Spectrum's expertise in software is a solid complement to
Insight's solutions capabilities. We believe this union creates a
combined entity well positioned for above-market sales growth and
improved profitability in the future.
This consolidation of two major industry players provides Insight
the opportunity to:

-- Reach its strategic vision of providing robust technology
solutions that enhance its clients' business performance;

-- Expand Insight's global presence in Europe and Asia-Pacific,
enabling the company to provide technology solutions in these
projected growth regions;

-- Increase sales by selling hardware and services to existing
Software Spectrum clients and expanding sales of software to
existing Insight clients;

-- Become the primary, trusted source of information technology
products and services for businesses, including enterprise,
small-to-medium and public sectors;

-- Leverage Insight's capabilities to deliver custom IT
solutions, including complex systems integration and total
project management, to the global market;

-- Realize cost savings through economies of scale and
operational synergies; and

-- Add to the experience and depth of Insight's senior management
team.

"We are extremely excited about the acquisition of Software
Spectrum," said Rich Fennessy, CEO of Insight Enterprises Inc.
"Combining the software expertise of Software Spectrum with Insight's
expertise in hardware and services completes and solidifies our value
proposition as a trusted advisor of business solutions to our
clients."
Fennessy continued, "With this more robust offering, we are
prepared to execute Insight's global vision by penetrating deeper into
global markets where Software Spectrum already has an established
footprint. The combined enterprise will be well-equipped to respond to
the dynamic market, and is well-positioned to become the leading
provider of IT solutions to businesses around the globe. We believe
the combination of these two successful companies will create exciting
opportunities for our teammates, clients and partners as well as for
the stockholders of Insight."
"We are looking forward to joining forces with Insight," said
Keith Coogan, CEO of Software Spectrum. "Both companies share a
similar, client-centered culture. Software Spectrum's client base and
our capabilities in software are a strong addition to Insight's
hardware and services competencies."

Conference Call and Webcast

We will host a conference call and live webcast today at 5 p.m.
EDT to discuss the acquisition of Software Spectrum. A live webcast of
the conference call (in listen-in-only mode) will be available on our
corporate Web site at www.insight.com and a replay of the webcast will
be available on our corporate Web site for a limited time.

Forward-Looking Information

Certain statements in this release are "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include:
projections of matters that affect net sales, earnings from
operations, plans for future operations; the availability of financing
and our needs or plans relating thereto; plans relating to our
products and services; benefits and expenses relating to integration
activities; statements of belief; and statements of assumptions
underlying any of the foregoing. Forward-looking statements are
inherently subject to risks and uncertainties, some of which cannot be
predicted or quantified. Future events and actual results could differ
materially from those set forth in, contemplated by, or underlying the
forward-looking statement. Some of the important factors that could
cause our actual results to differ materially from those projected in
any forward-looking statements include, but are not limited to, the
following:

-- our integration and operation of acquired businesses;

-- changes in the information technology industry and/or the
economic environment;

-- our reliance on suppliers for product availability, marketing
funds, purchasing incentives and competitive products to sell;

-- disruptions in our information technology and voice and data
networks;

-- actions of our competitors, including manufacturers of
products we sell;

-- failure to comply with the terms and conditions of public
sector contracts;

-- the risks associated with international operations;

-- our dependence on key personnel;

-- rapid changes in product standards;

-- our ability to renew or replace short-term financing
facilities;

-- intellectual property infringement claims; and

-- risks that are otherwise described from time to time in our
Securities and Exchange Commission reports, including but not
limited to the items discussed in "Factors That Could Affect
Future Results" set forth in "Risk Factors" in Item 1A of our
Annual Report on Form 10-Q for the quarter ended March 31,
2006 as filed with the Securities and Exchange Commission.

We assume no obligation to update, and do not intend to update,
any forward-looking statements.

About Insight Enterprises Inc.

Insight Enterprises Inc. is a leading provider of information
technology ("IT") products and services to businesses in the United
States, Canada and the United Kingdom. The company has approximately
3,200 teammates worldwide and generated sales of $3.2 billion for its
most recent fiscal year, which ended Dec. 31, 2005. Insight
Enterprises Inc. is ranked No. 552 on Fortune Magazine's 2005 "Fortune
1000" list. For more information about Insight Enterprises Inc., call
480-902-1001 in the United States or visit www.insight.com.