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                                                                  Exhibit 10.16

                                BROOKTROUT, INC.

                          EXECUTIVE RETENTION AGREEMENT

     This Executive Retention Agreement, by and between Brooktrout, Inc., a
Massachusetts corporation (the "Company"), and Ronald J. Bleakney (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 (A) 0.5 multiplied by
                                 (B) 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 6 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 6 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

                                      -11-
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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/ Ronald J. Bleakney
                                      ----------------------------------------
                                      RONALD J. BLEAKNEY


                                      Address:

                                      7 Catherine Circle
                                      ----------------------------------------

                                      Stow, MA 01775
                                      ----------------------------------------


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


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