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                                                                  Exhibit 10.18

                                BROOKTROUT, INC.

                          EXECUTIVE RETENTION AGREEMENT

      This Executive Retention Agreement, by and between Brooktrout, Inc., a
Massachusetts corporation (the "Company"), and Eric R. Giler (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) two 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 24 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 24 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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<Page>

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-
<Page>

      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/ Robert C. Leahy
                                     ----------------------------------------
                                     Vice President of Finance and Operations


                                 /s/ Eric R. Giler
                                 --------------------------------------------
                                 ERIC R. GILER

                                 Address:

                                 105 Benvenue Street
                                 --------------------------------------------

                                 Wellesley, MA 02482
                                 --------------------------------------------


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


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