Mortgage Loan To T. Paul Thomas

ARTISOFT, INC.
5 Cambridge Center
Cambridge, Massachusetts 02142


February 1, 2000


T. Paul Thomas c/o Artisoft, Inc. 5 Cambridge Center Cambridge, Massachusetts 02142


Re: MORTGAGE LOAN


Dear Mr. Thomas,


Artisoft, Inc. (the "Company") is today making a loan (the "Mortgage Loan") to you ("Executive") and your spouse (collectively, "Maker") in the principal amount of Four Hundred Ninety-Thousand One Hundred Thirty-Three and 09/100 Dollars ($490,133.09). The Mortgage Loan is evidenced by a Promissory Note of even date herewith made by Maker in the principal amount of the Mortgage Loan (the "Note") and is secured by a Deed of Trust of even date herewith (the "Deed of Trust"). The proceeds of the Mortgage Loan will be used by Maker to purchase residential real property described in the Deed of Trust. The Mortgage Loan is payable in one installment of principal in the amount of One Hundred Twenty-Two Thousand Five Hundred Thirty-Three and 49/100 Dollars ($122,533.49) due on February 1, 2001, and thirty six (36) monthly installments of principal in the amount of Ten Thousand Two Hundred Eleven and 10/100 Dollars ($10,211.10) each due on the first day of each month thereafter, commencing on March 1, 2001 and ending on February 1, 2004, in each case together with accrued and unpaid interest through the date of repayment on the principal amount of the Mortgage Loan outstanding from time to time (each such installment date, an "Installment Date" and each such installment of principal and interest, an "Installment"). The forms of the Note and Deed of Trust are attached as Exhibits hereto.


The Company agrees that it will, at its election, either discharge on Maker's behalf and/or irrevocably forgive, the principal of and interest on the Mortgage Loan and Note in accordance with the following provisions of this Letter Agreement:


1. If Executive remains employed by the Company and its Affiliates from the date hereof through the first Installment Date under the Note (that is, February 1, 2001), the Company shall discharge and/or forgive in full the first, annual installment under the Note.


2. On each monthly Installment Date commencing on March 1, 2001 on which Executive remains employed by the Company and its Affiliates, the Company shall discharge and/or forgive in full the monthly Installment falling due on such Installment Date. T. Paul Thomas February 1, 2000 Page 2


3. Notwithstanding (1) and (2) above, if Executive's employment with the Company and its Affiliates is terminated by the Company other than for Cause (as defined below), the Company shall discharge and/or forgive all then outstanding principal of and accrued and unpaid interest on the Mortgage Loan and Note contemporaneously with the termination of Executive's employment or the death of Executive.


4. Notwithstanding (1) and (2) above, upon the occurrence of a Change in Control (as defined below), the Company shall discharge and/or forgive all then outstanding principal of and accrued and unpaid interest on the Mortgage Loan and Note, provided that Executive remains employed by the Company and its Affiliates on the date of such Change in Control ...