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                                                                  Exhibit 10.20

                                BROOKTROUT, INC.

                          EXECUTIVE RETENTION AGREEMENT

     This Executive Retention Agreement, by and between Brooktrout, Inc., a
Massachusetts corporation (the "Company"), and Heather J. Magliozzi (the
"Executive") is made as of March 16, 2005 (the "Effective Date").

     WHEREAS, the Company recognizes that, as is the case with many
publicly-held corporations, the possibility of a change in control of the
Company exists and that such possibility, and the uncertainty and questions that
it may raise among key personnel, may result in the departure or distraction of
key personnel to the detriment of the Company and its stockholders; and

     WHEREAS, the Board of Directors of the Company (the "Board") has determined
that appropriate steps should be taken to reinforce and encourage the continued
employment and dedication of certain of the Company's key personnel without
distraction from the possibility of a change in control of the Company and
related events and circumstances;

     NOW, THEREFORE, as an inducement for and in consideration of the Executive
remaining in its employ, the Company agrees that the Executive shall receive the
severance benefits set forth in this Agreement in the event the Executive's
employment with the Company is terminated under the circumstances described
below subsequent to a Change in Control (as defined in Section 1.1).

     1. KEY DEFINITIONS.

     As used herein, the following terms shall have the following respective
meanings:

          1.1. "CHANGE IN CONTROL" means an event or occurrence set forth in any
     one or more of subsections (a) through (e) below (including an event or
     occurrence that constitutes a Change in Control under one of such
     subsections but is specifically exempted from another such subsection):

               (a)  the acquisition by an individual, entity or group (within
                    the meaning of Section 13(d)(3) or 14(d)(2) of the
                    Securities Exchange Act of 1934, as amended (the "Exchange
                    Act")) (a "Person") of beneficial ownership of any capital
                    stock of the Company if, after such acquisition, such Person
                    beneficially owns (within the meaning of Rule 13d-3
                    promulgated under the Exchange Act) at least 25%, but less
                    than 35%, of either (x) the then-outstanding shares of
                    common stock of the Company (the "Outstanding Company Common
                    Stock") or (y) the combined voting power of the
                    then-outstanding securities of the Company entitled to vote
                    generally in the election of directors (the "Outstanding
                    Company Voting Securities"); PROVIDED, HOWEVER, that for
                    purposes of this subsection (a), the following acquisitions
                    shall not constitute a Change in Control:

                    (i)   any acquisition directly from the Company (excluding
                          an acquisition pursuant to the exercise, conversion or
                          exchange of any security exercisable for, convertible
                          into or exchangeable for common stock or voting
                          securities of the Company, unless the Person
                          exercising, converting or exchanging such security
                          acquired such security directly from the Company or an
                          underwriter or agent of the Company),

                    (ii)  any acquisition by the Company,

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                    (iii) any acquisition by any employee benefit plan (or
                          related trust) sponsored or maintained by the Company
                          or any corporation controlled by the Company, or

                    (iv)  any acquisition by any corporation pursuant to a
                          transaction that complies with clauses (i) and (ii) of
                          subsection (d) of this Section 1.1;

               (b)  the acquisition by a Person of beneficial ownership of any
                    capital stock of the Company if, after such acquisition,
                    such Person beneficially owns (within the meaning of Rule
                    13d-3 promulgated under the Exchange Act) 35% or more of
                    either (x) the Outstanding Company Common Stock or (y) the
                    Outstanding Company Voting Securities;

               (c)  such time as the Continuing Directors do not constitute a
                    majority of the Board (or, if applicable, the board of
                    directors of a successor corporation to the Company), where
                    the term "Continuing Director" means at any date a member of
                    the Board:

                    (i)   who was a member of the Board on the date of the
                          execution of this Agreement or;

                    (ii)  who was nominated or elected subsequent to such date
                          by at least a majority of the directors who were
                          Continuing Directors at the time of such nomination
                          or election or whose election to the Board was
                          recommended or endorsed by at least a majority of
                          the directors who were Continuing Directors at the
                          time of such nomination or election; PROVIDED,
                          HOWEVER, that there shall be excluded from this
                          clause (ii) any individual whose initial assumption
                          of office occurred as a result of an actual or
                          threatened election contest with respect to the
                          election or removal of directors or other actual or
                          threatened solicitation of proxies or consents, by
                          or on behalf of a person other than the Board;

               (d)  the consummation of a merger, consolidation, reorganization,
                    recapitalization or statutory share exchange involving the
                    Company or a sale or other disposition of all or
                    substantially all of the assets of the Company in one or a
                    series of transactions (a "Business Combination"), unless,
                    immediately following such Business Combination, each of the
                    following two conditions is satisfied:

                    (i)   all or substantially all of the individuals and
                          entities who were the beneficial owners of the
                          Outstanding Company Common Stock and Outstanding
                          Company Voting Securities immediately prior to such
                          Business Combination beneficially own, directly or
                          indirectly, more than 50% of the then-outstanding
                          shares of common stock and the combined voting power
                          of the then-outstanding securities entitled to vote
                          generally in the election of directors, respectively,
                          of the resulting or acquiring corporation in such
                          Business Combination (which shall include a
                          corporation that as a result of such transaction owns
                          the Company or substantially all of the Company's
                          assets either directly or through one or more
                          subsidiaries) (such resulting or acquiring corporation
                          is referred to herein as the "Acquiring Corporation")
                          in substantially the same proportions as their
                          ownership, immediately prior to such Business
                          Combination, of the Outstanding Company Common Stock
                          and Outstanding Company Voting Securities,
                          respectively; and

                    (ii)  no Person (excluding any employee benefit plan (or
                          related trust) maintained or sponsored by the Company
                          or by the Acquiring Corporation) beneficially

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                          owns, directly or indirectly, 25% or more of the then
                          outstanding shares of common stock of the Acquiring
                          Corporation, or of the combined voting power of the
                          then-outstanding securities of such corporation
                          entitled to vote generally in the election of
                          directors (except to the extent that such ownership
                          existed prior to the Business Combination); or

               (e)  approval by the stockholders of the Company of a complete
                    liquidation or dissolution of the Company.

          1.2. "CHANGE IN CONTROL DATE" means the first date during the Term (as
     defined in Section 2) on which a Change in Control occurs. Anything in this
     Agreement to the contrary notwithstanding, if:

               (a)  a Change in Control occurs,

               (b)  the Executive's employment with the Company is terminated
                    prior to the date on which the Change in Control occurs, and

               (c)  it is reasonably demonstrated by the Executive that such
                    termination of employment (i) was at the request of a third
                    party who has taken steps reasonably calculated to effect a
                    Change in Control or (ii) otherwise arose in connection with
                    or in anticipation of a Change in Control,

     then for all purposes of this Agreement the "Change in Control Date" shall
     mean the date immediately prior to the date of such termination of
     employment.

          1.3. "CAUSE" means:

               (a)  the Executive's willful and continued failure to
          substantially perform the Executive's reasonable assigned duties as an
          officer of the Company (other than any such failure resulting from
          incapacity due to physical or mental illness or any failure after the
          Executive gives notice of termination for Good Reason), which failure
          is not cured within 30 days after a written demand for substantial
          performance is received by the Executive from the Board that
          specifically identifies the manner in which the Board believes the
          Executive has not substantially performed the Executive's duties; or

               (b)  the Executive's willful engagement in illegal conduct or
          gross misconduct that is materially and demonstrably injurious to the
          Company.

     For purposes of this Section 1.3, no act or failure to act by the Executive
     shall be considered "willful" unless it is done, or omitted to be done, in
     bad faith and without reasonable belief that the Executive's action or
     omission was in the best interests of the Company.

          1.4. "GOOD REASON" means the occurrence, without the Executive's
     written consent, of any of the following events or circumstances:

               (a)  the assignment to the Executive of duties that are
                    inconsistent in any material respect with the Executive's
                    position (including status, offices, titles and reporting
                    requirements), authority or responsibilities in effect
                    immediately prior to the earliest to occur of:

                    (i)   the Change in Control Date,

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                    (ii)  the date of the execution by the Company of the
                          initial written agreement or instrument providing for
                          the Change in Control, and

                    (iii) the date of the adoption by the Board of Directors of
                          a resolution providing for the Change in Control (with
                          the earliest to occur of such dates referred to herein
                          as the "Measurement Date"),

                    or any other action or omission by the Company that results
                    in a material diminution in such position, authority or
                    responsibilities;

               (b)  a reduction in the Executive's annual base salary as in
                    effect on the Measurement Date or as the same was or may be
                    increased thereafter from time to time;

               (c)  the failure by the Company to:

                    (i)   continue in effect any material compensation or
                          benefit plan or program (including any life
                          insurance, medical, health and accident or disability
                          plan and any vacation or automobile program or policy)
                          (a "Benefit Plan") in which the Executive
                          participates or that is applicable to the Executive
                          immediately prior to the Measurement Date, unless an
                          equitable arrangement (embodied in an ongoing
                          substitute or alternative plan) has been made with
                          respect to such plan or program,

                    (ii)  continue the Executive's participation therein (or in
                          such substitute or alternative plan) on a basis not
                          materially less favorable, both in terms of the amount
                          of benefits provided and the level of the Executive's
                          participation relative to other participants, than the
                          basis existing immediately prior to the Measurement
                          Date, or

                    (iii) award cash bonuses to the Executive in amounts and in
                          a manner substantially consistent with past practice
                          in light of the Company's financial performance;

               (d)  a change by the Company in the location at which the
                    Executive performs the Executive's principal duties for the
                    Company to a new location that is both:

                    (i)   outside a radius of 35 miles from the Executive's
                          principal residence immediately prior to the
                          Measurement Date, and

                    (ii)  more than 20 miles from the location at which the
                          Executive performed the Executive's principal duties
                          for the Company immediately prior to the Measurement
                          Date,

                    or a requirement by the Company that the Executive travel on
                    Company business to a substantially greater extent than
                    required immediately prior to the Measurement Date;

               (e)  the failure of the Company to obtain the agreement from any
                    successor to the Company to assume and agree to perform this
                    Agreement, as required by Section 6.1;

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               (f)  any failure of the Company to pay or provide to the
                    Executive any portion of the Executive's compensation or
                    benefits due under any Benefit Plan within seven days of the
                    date such compensation or benefits are due; or

               (g)  any material breach by the Company of this Agreement or any
                    employment agreement with the Executive.

     Notwithstanding the occurrence of any such event or circumstance, such
     occurrence shall not be deemed to constitute Good Reason if, prior to the
     Date of Termination specified in the Notice of Termination (each as defined
     in Section 3.2(a)) given by the Executive in respect thereof, such event or
     circumstance has been fully corrected and the Executive has been reasonably
     compensated for any losses or damages resulting therefrom, PROVIDED that
     such right of correction by the Company shall only apply to the first
     Notice of Termination for Good Reason given by the Executive. For purposes
     of this Agreement, any good faith determination of "Good Reason" made by
     the Executive shall be conclusive, binding and final. The Executive's right
     to terminate the Executive's employment for Good Reason shall not be
     affected by the Executive's incapacity due to physical or mental illness.

          1.5. "DISABILITY" means the Executive's absence from the full-time
     performance of the Executive's duties with the Company for 180 consecutive
     calendar days as a result of incapacity due to mental or physical illness
     that is determined to be total and permanent by a physician selected by the
     Company or its insurers and acceptable to the Executive or the Executive's
     legal representative.

          1.6. "QUALIFYING OPTION" means an outstanding stock option agreement
     granted, either before or after the date hereof, to the Executive under any
     stock option or incentive plan of the Company, whether in existence on the
     date hereof or adopted by the Company after the date hereof, which
     agreement provides (either by its terms or by incorporation from such plan)
     for the acceleration of vesting, in whole or in part, upon a
     change-in-control, sale or similar event, as defined for purposes thereof
     (with respect to such Qualifying Option, a "QUALIFYING OPTION EVENT"),
     regardless of whether such Qualifying Option Event constitutes a Change in
     Control.

     2. TERM OF AGREEMENT.

     This Agreement, and all rights and obligations of the parties hereunder,
shall take effect upon the Effective Date and shall expire upon the first to
occur of:

     (a)  the expiration of the Term (as defined below) if a Change in Control
          has not occurred during the Term,

     (b)  the termination of the Executive's employment with the Company prior
          to the Change in Control Date,

     (c)  the date 12 months after the Change in Control Date, if the Executive
          is still employed by the Company as of such later date, or

     (d)  the fulfillment by the Company of all of its obligations under
          Sections 4 and 5.2 if the Executive's employment with the Company
          terminates within 12 months following the Change in Control Date.

"Term" shall mean the period commencing as of the Effective Date and continuing
in effect through April 1, 2008; PROVIDED, HOWEVER, that commencing on April 1,
2008 and each April 1st thereafter, the Term shall be automatically extended for
one additional year unless, not later than 90 days prior to the

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scheduled expiration of the Term (or any extension thereof), the Company shall
have given the Executive written notice that the Term will not be extended.

     3. EMPLOYMENT STATUS; TERMINATION FOLLOWING CHANGE IN CONTROL.

          3.1. NOT AN EMPLOYMENT CONTRACT. The Executive acknowledges that this
     Agreement does not constitute a contract of employment or impose on the
     Company any obligation to retain the Executive as an employee and that this
     Agreement does not prevent the Executive from terminating employment at any
     time. If the Executive's employment with the Company terminates for any
     reason and subsequently a Change in Control shall occur, the Executive
     shall not be entitled to any benefits hereunder except as otherwise
     provided pursuant to Section 1.2.

          3.2. TERMINATION OF EMPLOYMENT.

               (a)  If the Change in Control Date occurs during the Term, any
          termination of the Executive's employment by the Company or by the
          Executive within 12 months following the Change in Control Date (other
          than due to the death of the Executive) shall be communicated by a
          written notice to the other party hereto (the "Notice of
          Termination"), given in accordance with Section 7. Any Notice of
          Termination shall:

                    (i)   indicate the specific termination provision (if any)
                          of this Agreement relied upon by the party giving such
                          notice,

                    (ii)  to the extent applicable, set forth in reasonable
                          detail the facts and circumstances claimed to provide
                          a basis for termination of the Executive's employment
                          under the provision so indicated and

                    (iii) specify the Date of Termination (as defined below).

          The effective date of an employment termination (the "Date of
          Termination") shall be the close of business on the date specified in
          the Notice of Termination (which date may not be less than 15 days or
          more than 120 days after the date of delivery of such Notice of
          Termination), in the case of a termination other than one due to the
          Executive's death, or the date of the Executive's death, as the case
          may be. In the event the Company fails to satisfy the requirements of
          Section 3.2(a) regarding a Notice of Termination, the purported
          termination of the Executive's employment pursuant to such Notice of
          Termination shall not be effective for purposes of this Agreement.

               (b)  The failure by the Executive or the Company to set forth in
          the Notice of Termination any fact or circumstance that contributes to
          a showing of Good Reason or Cause shall not waive any right of the
          Executive or the Company, respectively, hereunder or preclude the
          Executive or the Company, respectively, from asserting any such fact
          or circumstance in enforcing the Executive's or the Company's rights
          hereunder.

               (c)  Any Notice of Termination for Cause given by the Company
          must be given within 90 days of the occurrence of the event(s) or
          circumstance(s) that constitute(s) Cause. Prior to any Notice of
          Termination for Cause being given (and prior to any termination for
          Cause being effective), the Executive shall be entitled to a hearing
          before the Board of Directors of the Company at which the Executive
          may, at the Executive's election, be represented by counsel and at
          which the Executive shall have a reasonable opportunity to be heard.
          Such hearing shall be held on not less than 15 days prior written
          notice to the Executive stating the Board of Directors' intention to
          terminate the Executive for Cause and stating in detail the particular

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          event(s) or circumstance(s) that the Board of Directors believes
          constitutes Cause for termination.

               (d)  Any Notice of Termination for Good Reason given by the
          Executive must be given within 60 days of the occurrence of the
          event(s) or circumstance(s) that constitute(s) Good Reason.

     4. BENEFITS TO EXECUTIVE.

          4.1. COMPENSATION AND STOCK ACCELERATION. If the Change in Control
     Date occurs during the Term and the Executive's employment with the Company
     terminates within 12 months following the Change in Control Date, the
     Executive shall be entitled to the following benefits:

               (a)  If the Executive's employment with the Company is terminated
          by the Company (other than for Cause, Disability or death) or by the
          Executive for Good Reason within 12 months following the Change in
          Control Date, then the Executive shall be entitled to the following
          benefits:

                    (i)   the Company shall pay to the Executive in a lump sum
                          in cash within 30 days after the Date of Termination
                          the aggregate of the following amounts:

                          (1)  the sum of (A) the Executive's base salary
                               through the Date of Termination, (B) the
                               product of (x) the annual bonus paid or payable
                               (including any bonus or portion thereof that
                               has been earned but deferred) for the most
                               recently completed fiscal year and (y) a
                               fraction, the numerator of which is the number
                               of days in the current fiscal year through the
                               Date of Termination, and the denominator of
                               which is 365 and (C) any accrued vacation pay,
                               in each case to the extent not previously paid;
                               and

                          (2)  the amount equal to the sum of (x) the
                               Executive's highest annual base salary during
                               the five-year period prior to the Change in
                               Control Date and (y) the Executive's highest
                               annual bonus during the five-year period prior
                               to the Change in Control Date.

                    (ii)  for 12 months after the Date of Termination, or such
                          longer period as may be provided by the terms of the
                          appropriate plan, program, practice or policy, the
                          Company shall continue to provide benefits to the
                          Executive and the Executive's family at least equal to
                          those that would have been provided to them if the
                          Executive's employment had not been terminated, in
                          accordance with the applicable Benefit Plans in effect
                          on the Measurement Date or, if more favorable to the
                          Executive and the Executive's family, in effect
                          generally at any time thereafter with respect to other
                          peer executives of the Company and its affiliated
                          companies; PROVIDED, HOWEVER, that if the Executive
                          becomes reemployed with another employer and is
                          eligible to receive a particular type of benefits
                          (e.g., health insurance benefits) from such employer
                          on terms at least as favorable to the Executive and
                          the Executive's family as those being provided by the
                          Company, then the Company shall no longer be required
                          to provide those particular benefits to the Executive
                          and the Executive's family;

                    (iii) to the extent not previously paid or provided, the
                          Company shall timely pay or provide to the Executive
                          any other amounts or benefits required to be paid or

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                          provided or that the Executive is eligible to receive
                          following the Executive's termination of employment
                          under any plan, program, policy, practice, contract or
                          agreement of the Company and its affiliated companies;
                          and

                    (iv)  for purposes of determining eligibility (but not the
                          time of commencement of benefits) of the Executive for
                          retiree benefits to which the Executive is entitled,
                          the Executive shall be considered to have remained
                          employed by the Company until 12 months after the Date
                          of Termination.

                    (v)   if the Change in Control relating to such Change in
                          Control Date did not constitute a Qualifying Option
                          Event under any Qualifying Option held by the
                          Executive, then:

                          (1)  any such Qualifying Option that provides for
                               acceleration of vesting in full upon a
                               Qualifying Option Event shall become
                               immediately exercisable in full as of the Date
                               of Termination; and

                          (2)  the vesting of any other such Qualifying Option
                               shall accelerate in part, with the number of
                               shares so vesting being equal to the number of
                               shares that would have vested as of the date of
                               the Qualifying Option Event, assuming such
                               Change in Control would have constituted a
                               Qualifying Option Event.

          (b)  If the Executive voluntarily terminates the Executive's
     employment with the Company within 12 months following the Change in
     Control Date, excluding a termination for Good Reason, or if the
     Executive's employment with the Company is terminated by reason of the
     Executive's death or Disability within 12 months following the Change in
     Control Date, then the Company shall (i) pay the Executive (or the
     Executive's estate, if applicable), in a lump sum in cash within 30 days
     after the Date of Termination, the amounts due pursuant to clauses (A), (B)
     and (C) of Section 4.1(a)(i)(1) and (ii) timely pay or provide to the
     Executive the amounts due pursuant to Section 4.1(iii).

          (c)  If the Company terminates the Executive's employment with the
     Company for Cause within 12 months following the Change in Control Date,
     then the Company shall (i) pay the Executive, in a lump sum in cash within
     30 days after the Date of Termination, the sum of the Executive's annual
     base salary through the Date of Termination, to the extent not previously
     paid, and (ii) timely pay or provide to the Executive the amounts due
     pursuant to Section 4.1(iii)

     4.2. TAXES.

          (a)  In the event that the Company undergoes a "Change in Ownership or
     Control" (as defined below), the Company shall, within 30 days after each
     date on which the Executive becomes entitled to receive (whether or not
     then due) a Contingent Compensation Payment (as defined below) relating to
     such Change in Ownership or Control, determine and notify the Executive
     (with reasonable detail regarding the basis for its determinations) (i)
     which of the payments or benefits due to the Executive (under this
     Agreement or otherwise) following such Change in Ownership or Control
     constitute Contingent Compensation Payments, (ii) the amount, if any, of
     the excise tax (the "Excise Tax") payable pursuant to Section 4999 of the
     Internal Revenue Code of 1986, as amended (the "Code"), by the Executive
     with respect to such Contingent Compensation Payment and (iii) the amount
     of the Gross-Up Payment (as defined below) due to the Executive with
     respect to such Contingent Compensation Payment.

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     Within 30 days after delivery of such notice to the Executive, the
     Executive shall deliver a response to the Company (the "Executive
     Response") stating either (A) that the Executive agrees with the Company's
     determination pursuant to the preceding sentence or (B) that the Executive
     disagrees with such determination, in which case the Executive shall
     indicate which payment and/or benefits should be characterized as a
     Contingent Compensation Payment, the amount of the Excise Tax with respect
     to such Contingent Compensation Payment and the amount of the Gross-Up
     Payment due to the Executive with respect to such Contingent Compensation
     Payment. The amount and characterization of any item in the Executive
     Response shall be final; provided, however, that in the event that the
     Executive fails to deliver an Executive Response on or before the required
     date, the Company's initial determination shall be final. Within 90 days
     after the due date of each Contingent Compensation Payment to the
     Executive, the Company shall pay to the Executive, in cash, the Gross-Up
     Payment with respect to such Contingent Compensation Payment, in the amount
     determined pursuant to this Section 4.2(a).

          (b)  For purposes of this Section 4.2, the following terms shall have
     the following respective meanings:

               (i)   "Change in Ownership or Control" shall mean a change in the
                     ownership or effective control of the Company or in the
                     ownership of a substantial portion of the assets of the
                     Company determined in accordance with Section 280G(b)(2) of
                     the Code.

               (ii)  "Contingent Compensation Payment" shall mean any payment
                     (or benefit) in the nature of compensation that is made or
                     made available (under this Agreement, the terms of any
                     stock option agreement (whether outstanding as of the date
                     of this agreement or granted subsequently, even if the
                     vesting of options granted thereunder may be accelerated by
                     an event or occurrence that constitutes a Change in Control
                     for purposes of this agreement), or otherwise) to a
                     "disqualified individual" (as defined in Section 280G(c) of
                     the Code) and that is contingent (within the meaning of
                     Section 280G(b)(2)(A)(i) of the Code) on a Change in
                     Ownership or Control of the Company.

               (iii) "Gross-Up Payment" shall mean an amount equal to the sum of
                     (i) the amount of the Excise Tax payable with respect to a
                     Contingent Compensation Payment and (ii) the amount
                     necessary to pay all additional taxes imposed on (or
                     economically borne by) the Executive (including the Excise
                     Taxes, state and federal income taxes and all applicable
                     employment taxes) attributable to the receipt of such
                     Gross-Up Payment. For purposes of the preceding sentence,
                     all taxes attributable to the receipt of the Gross-Up
                     Payment shall be computed assuming the application of the
                     maximum tax rates provided by law.

          4.3. MITIGATION. The Executive shall not be required to mitigate the
     amount of any payment or benefits provided for in this Section 4 by seeking
     other employment or otherwise. Further, except as provided in Section
     4.1(a)(ii), the amount of any payment or benefits provided for in this
     Section 4 shall not be reduced by any compensation earned by the Executive
     as a result of employment by another employer, by retirement benefits, by
     offset against any amount claimed to be owed by the Executive to the
     Company or otherwise.

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     5. DISPUTES.

          5.1. SETTLEMENT OF DISPUTES; ARBITRATION. All claims by the Executive
     for benefits under this Agreement shall be directed to and determined by
     the Board of Directors of the Company and shall be in writing. Any denial
     by the Board of Directors of a claim for benefits under this Agreement
     shall be delivered to the Executive in writing and shall set forth the
     specific reasons for the denial and the specific provisions of this
     Agreement relied upon. The Board of Directors shall afford a reasonable
     opportunity to the Executive for a review of the decision denying a claim.
     Any further dispute or controversy arising under or in connection with this
     Agreement shall be settled exclusively by arbitration in Boston,
     Massachusetts, in accordance with the rules of the American Arbitration
     Association then in effect. Judgment may be entered on the arbitrator's
     award in any court having jurisdiction.

          5.2. EXPENSES. The Company agrees to pay as incurred, to the full
     extent permitted by law, all legal, accounting and other fees and expenses
     that the Executive may reasonably incur as a result of any claim or contest
     (regardless of the outcome thereof) by the Company, the Executive or others
     regarding the validity or enforceability of, or liability under, any
     provision of this Agreement or any guarantee of performance thereof
     (including as a result of any contest by the Executive regarding the amount
     of any payment or benefits pursuant to this Agreement), plus in each case
     interest on any delayed payment at the applicable Federal rate provided for
     in Section 7872(f)(2)(A) of the Code.

     6. SUCCESSORS.

          6.1. SUCCESSOR TO COMPANY. The Company shall require any successor
     (whether direct or indirect, by purchase, merger, consolidation or
     otherwise) to all or substantially all of the business or assets of the
     Company expressly to assume and agree to perform this Agreement to the same
     extent that the Company would be required to perform it if no such
     succession had taken place. Failure of the Company to obtain an assumption
     of this Agreement at or prior to the effectiveness of any succession shall
     be a breach of this Agreement and shall constitute Good Reason if the
     Executive elects to terminate employment, except that for purposes of
     implementing the foregoing, the date on which any such succession becomes
     effective shall be deemed the Date of Termination. As used in this
     Agreement, "Company" shall mean the Company as defined above and any
     successor to its business or assets as aforesaid that assumes and agrees to
     perform this Agreement, by operation of law or otherwise.

          6.2. SUCCESSOR TO EXECUTIVE. This Agreement shall inure to the benefit
     of and be enforceable by the Executive's personal or legal representatives,
     executors, administrators, successors, heirs, distributees, devisees and
     legatees. If the Executive should die while any amount would still be
     payable to the Executive or the Executive's family hereunder if the
     Executive had continued to live, all such amounts, unless otherwise
     provided herein, shall be paid in accordance with the terms of this
     Agreement to the executors, personal representatives or administrators of
     the Executive's estate.

     7. NOTICE.

     All notices, instructions and other communications given hereunder or in
connection herewith shall be in writing. Any such notice, instruction or
communication shall be sent either:

     (a)  by registered or certified mail, return receipt requested, postage
          prepaid, or

     (b)  prepaid via a reputable nationwide overnight courier service,

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in each case addressed to the Company, at 250 First Avenue, Needham,
Massachusetts 02494, Attention: President, and to the Executive at the
Executive's address indicated on the signature page of this Agreement (or to
such other address as either the Company or the Executive may have furnished to
the other in writing in accordance herewith). Any such notice, instruction or
communication shall be deemed to have been delivered five business days after it
is sent by registered or certified mail, return receipt requested, postage
prepaid, or one business day after it is sent via a reputable nationwide
overnight courier service. Either party may give any notice, instruction or
other communication hereunder using any other means, but no such notice,
instruction or other communication shall be deemed to have been duly delivered
unless and until it actually is received by the party for whom it is intended.

     8. MISCELLANEOUS.

          8.1. EMPLOYMENT BY SUBSIDIARY. For purposes of this Agreement, the
     Executive's employment with the Company shall not be deemed to have
     terminated solely as a result of the Executive continuing to be employed by
     a wholly owned subsidiary of the Company.

          8.2. SEVERABILITY. The invalidity or unenforceability of any provision
     of this Agreement shall not affect the validity or enforceability of any
     other provision of this Agreement, which shall remain in full force and
     effect.

          8.3. INJUNCTIVE RELIEF. The Company and the Executive agree that any
     breach of this Agreement by the Company is likely to cause the Executive
     substantial and irrevocable damage and therefore, in the event of any such
     breach, in addition to such other remedies that may be available, the
     Executive shall have the right to specific performance and injunctive
     relief.

          8.4. GOVERNING LAW. The validity, interpretation, construction and
     performance of this Agreement shall be governed by the internal laws of the
     Commonwealth of Massachusetts, without regard to conflicts of law
     principles.

          8.5. WAIVERS. No waiver by the Executive at any time of any breach of,
     or compliance with, any provision of this Agreement to be performed by the
     Company shall be deemed a waiver of that or any other provision at any
     subsequent time.

          8.6. COUNTERPARTS. This Agreement may be executed in counterparts,
     each of which shall be deemed to be an original but both of which together
     shall constitute one and the same instrument.

          8.7. TAX WITHHOLDING. Any payments provided for hereunder shall be
     paid net of any applicable tax withholding required under federal, state or
     local law.

          8.8. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
     of the parties hereto in respect of the subject matter contained herein and
     supersedes all prior agreements, promises, covenants, arrangements,
     communications, representations or warranties, whether oral or written, by
     any officer, employee or representative of any party hereto in respect of
     the subject matter contained herein; and any prior agreement of the parties
     hereto in respect of the subject matter contained herein is hereby
     terminated and cancelled. Notwithstanding the foregoing, this Agreement
     shall not be deemed to supersede, in part or in whole, the terms of any
     stock option agreement, whether outstanding as of the date of this
     Agreement or granted subsequently, even if the vesting of options granted
     thereunder may be accelerated by an event or occurrence that constitutes a
     Change in Control for purposes of this Agreement.

          8.9. CONSTRUCTION. The headings of the Sections of this Agreement are
     included only for convenience and shall not affect the meaning or
     interpretation of this Agreement. References herein

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     to Sections shall mean such Sections of this Agreement, except as otherwise
     specified. The words "herein" and "hereof" and other words of similar
     import refer to this Agreement as a whole and not to any particular part of
     this Agreement. The word "including" as used herein shall not be construed
     so as to exclude any other thing not referred to or described.

          8.10. AMENDMENTS. This Agreement may be amended or modified only by a
     written instrument executed by both the Company and the Executive.

          8.11. EXECUTIVE'S ACKNOWLEDGEMENTS. The Executive acknowledges that
     the Executive:

                (a)  has read this Agreement;

                (b)  has been represented in the preparation, negotiation, and
                     execution of this Agreement by legal counsel of the
                     Executive's own choice or has voluntarily declined to seek
                     such counsel;

                (c)  understands the terms and consequences of this Agreement;
                     and

                (d)  understands that the law firm of Wilmer Cutler Pickering
                     Hale and Dorr LLP is acting as counsel to the Company in
                     connection with the transactions contemplated by this
                     Agreement, and is not acting as counsel for the Executive.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first set forth above.

                                BROOKTROUT, INC.


                                By: /s/ Eric R. Giler
                                   -------------------------------------
                                   President and Chief Executive Officer


                                /s/ Heather J. Magliozzi
                                ----------------------------------------
                                HEATHER J. MAGLIOZZI


                                Address:

                                68 Colbert Road East
                                ----------------------------------------

                                West Newton, MA 02465
                                ----------------------------------------


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


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