EXHIBIT 3

                             Joint Filing Agreement

     The undersigned hereby acknowledge and agree that the foregoing statement
on Schedule 13D with respect to the shares of Common Stock, par value $.001 per
share, of Software Spectrum, Inc., is, and any amendment thereto signed by each
of the undersigned shall be, filed on behalf of each of the undersigned pursuant
to and in accordance with the provisions of 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended.


Dated: May 8, 2002                      LEVEL 3 COMMUNICATIONS, INC.

                                        By: /s/ Neil J. Eckstein
                                            ------------------------------
                                            Name:  Neil J. Eckstein
                                            Title: Vice President


                                        ELDORADO MARKETING, LLC

                                        By: /s/ Neil J. Eckstein
                                            ------------------------------
                                            Name:  Neil J. Eckstein
                                            Title: Vice President


                                        ELDORADO ACQUISITION THREE, INC.

                                        By: /s/ Neil J. Eckstein
                                            ------------------------------
                                            Name:  Neil J. Eckstein
                                            Title: Vice President