Exhibit 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 ARTISOFT, INC.

     The   undersigned   incorporator   hereby   adopts  this   Certificate   of
Incorporation of Artisoft, Inc.:

     FIRST:  The name of the  Corporation  is Artisoft,  Inc.  (hereinafter  the
"Corporation").

     SECOND:  The address of the  registered  office of the  Corporation  in the
State of Delaware is 1013 Centre Road, in the City of Wilmington,  County of New
Castle. The name of its registered agent at that address is Corporation  Service
Company.

     THIRD:  The  purpose of the  Corporation  is to engage in any lawful act or
activity for which a corporation may be organized under the General  Corporation
Law of the State of Delaware as set forth in Title 8 of the  Delaware  Code (the
"DGCL").

     FOURTH:  The total  number  of shares  which  the  Corporation  shall  have
authority to issue is 70,000,000 shares,  consisting of (a) 50,000,000 shares of
common stock, par value $0.01 per share (the "Common Stock"), and (b) 20,000,000
shares of preferred  stock,  par value $1.00 per share (the "Preferred  Stock"),
which  Preferred  Stock shall be issuable  pursuant to the  following  terms and
conditions:

     1.  CLASSES OR SERIES OF  PREFERRED  STOCK.  The Board of  Directors of the
Corporation (the "Board of Directors") is expressly authorized,  at any time and
from  time  to  time,  to fix,  by  resolution  or  resolutions,  the  following
provisions  for  shares  of any  class  or  classes  of  Preferred  Stock of the
Corporation or any series of any class of Preferred Stock:

          (a) the  designation of such class or series,  the number of shares to
constitute  such class or series and the stated value thereof if different  from
the par value thereof;

          (b)  whether  the  shares of such class or series  shall  have  voting
rights,  in addition to any voting rights provided by law, and, if so, the terms
of such  voting  rights,  which may (i) be general or limited,  (ii)  subject to
applicable  law or  regulation,  including  without  limitation the rules of any
securities  exchange on which  securities of any class of the Corporation may be
listed, permit more than one vote per share, or (iii) vary among stockholders of
the same class based upon such factors as the Board of Directors  may  determine
including,  without limitation,  the size of a stockholder's position and/or the
length of time with respect to which such position has been held;

          (c) the dividends,  if any,  payable on such class or series,  whether
any such  dividends  shall be  cumulative,  and,  if so,  from what  dates,  the
conditions  and dates  upon  which  such  dividends  shall be  payable,  and the
preference or relation which such dividends shall bear to the dividends  payable
on any shares of stock of any other class or any other series of the same class;
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          (d)  whether  the shares of such  class or series  shall be subject to
redemption  by the  Corporation,  and,  if  so,  the  times,  prices  and  other
conditions of such redemption;

          (e) the amount or amounts payable upon shares of such series upon, and
the  rights  of the  holders  of such  class or  series  in,  the  voluntary  or
involuntary liquidation,  dissolution or winding up, or upon any distribution of
the assets, of the Corporation;

          (f) whether the shares of such class or series shall be subject to the
operation of a  retirement  or sinking fund and, if so, the extent to and manner
in which any such retirement or sinking fund shall be applied to the purchase or
redemption  of the  shares  of such  class or  series  for  retirement  or other
corporate  purposes  and the  terms and  provisions  relative  to the  operation
thereof;

          (g)  whether the shares of such class or series  shall be  convertible
into,  or  exchangeable  for,  shares of stock of any  other  class or any other
series of the same class or any other securities  (including  Common Stock) and,
if so, the price or prices or the rate or rates of  conversion  or exchange  and
the method, if any, of adjusting the same, and any other terms and conditions of
conversion or exchange;

          (h) the  limitations and  restrictions,  if any, to be effective while
any shares of such class or series are outstanding upon the payment of dividends
or the making of other  distributions  on, and upon the purchase,  redemption or
other  acquisition by the Corporation of, the Common Stock or shares of stock of
any other class or any other series of the same class;

          (i) the  conditions  or  restrictions,  if any,  upon the  creation of
indebtedness  of the  Corporation  or upon the  issue of any  additional  stock,
including  additional  shares of such class or series or of any other  series of
the same class or of any other class;

          (j) the ranking (be it PARI PASSU,  junior or senior) of each class or
series vis-a-vis any other class or series of any class of Preferred Stock as to
the payment of dividends, the distribution of assets and all other matters; and

          (k)  any  other  powers,  preferences  and  relative,   participating,
optional and other  special  rights,  and any  qualifications,  limitations  and
restrictions  thereof,  insofar as they are not inconsistent with the provisions
of this Certificate of Incorporation, to the full extent permitted in accordance
with the laws of the State of Delaware.

     The powers,  preferences  and relative,  participating,  optional and other
special   rights  of  each  class  or  series  of  Preferred   Stock,   and  the
qualifications,  limitations or  restrictions  thereof,  if any, may differ from
those of any and all other series at any time outstanding.

     2.  DESIGNATION  OF CONVERTIBLE  PREFERRED  STOCK.  In accordance  with the
foregoing,  the  Corporation  shall  have  the  authority  to  issue a class  of
Preferred  Stock,  which shall have the following  preferences,  voting  powers,
qualifications, special or relative rights and privileges:

     Section 1.  DESIGNATION  AND AMOUNT.  The class of  Preferred  Stock of the
Corporation  authorized  as part of the Preferred  Stock by this  paragraph 2 of
Article  FOURTH  shall  be  designated  as  Convertible   Preferred  Stock  (the
"Convertible  Preferred Stock") and the number of shares constituting such class
shall be 8,566,400.

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     Section 2. DIVIDENDS.  No dividends shall be declared and set aside for any
shares of the Convertible Preferred Stock; provided,  however, that in the event
the Board of Directors  shall  declare a dividend  payable upon the  outstanding
shares of any class of Common Stock of the Corporation, other than a dividend to
which  the  provisions  of  Section  5(e)  or  (g)  apply,  the  holders  of the
Convertible  Preferred  Stock shall be entitled to the same amount of  dividends
per share of  Convertible  Preferred  Stock as would be declared  payable on the
largest  number of full  shares of Common  Stock  into  which each such share of
Convertible  Preferred  Stock could be converted  pursuant to the  provisions of
Section  5  hereof,  such  number  determined  as of the  record  date  for  the
determination of holders of Common Stock entitled to receive such dividend.

     Section 3. LIQUIDATION, DISSOLUTION OR WINDING UP.

          (a) In the event of any liquidation,  dissolution or winding up of the
Corporation,  whether  voluntary  or  involuntary,  holders  of  each  share  of
Convertible  Preferred Stock outstanding shall be entitled to be paid out of the
assets of the Corporation  available for distribution to  stockholders,  whether
such assets are capital,  surplus,  or earnings,  an amount equal to $5.7584 per
share of  Convertible  Preferred  Stock held (adjusted  appropriately  for stock
splits,  stock  dividends  and the like) before any payment shall be made to the
holders  of any class of Common  Stock or of any stock  ranking  on  liquidation
junior to the Convertible Preferred Stock. If upon any liquidation, dissolution,
or winding up of the Corporation, the assets to be distributed to the holders of
the  Convertible   Preferred  Stock  under  the  foregoing   sentence  shall  be
insufficient  to permit payment to such  stockholders  of the full  preferential
amounts  aforesaid,  then all of the  assets of the  Corporation  available  for
distribution  to such holders under such sentence  shall be  distributed to such
holders  pro rata,  so that each  holder  receives  that  portion  of the assets
available  for  distribution  as the number of shares of  Convertible  Preferred
Stock held by such  holder  bears to the total  number of shares of  Convertible
Preferred  Stock then  outstanding.  After such payment  shall have been made in
full to such  holders,  or funds  necessary for such payment shall have been set
aside by the  Corporation  in trust for the account of such  holders so as to be
available  for such payment,  any assets  remaining  available for  distribution
shall  be  distributed  to the  holders  of the  Common  Stock,  and no  further
distribution  shall be made to the  holders of shares of  Convertible  Preferred
Stock.

          (b) A consolidation or merger (other than a merger carried out for the
sole purpose of changing the state of the  Corporation's  incorporation or where
no third party consideration is involved) of the Corporation or a sale of all or
substantially all of the assets of the Corporation or other similar  transaction
shall be regarded as a liquidation,  dissolution or winding up of the affairs of
the Corporation  within the meaning of this Section 3; provided,  however,  that
each  holder of  Convertible  Preferred  Stock shall have the right to elect the
benefits of the provisions of Section 5(i) hereof in , lieu of receiving payment
in liquidation,  dissolution or winding up of the  Corporation  pursuant to this
Section 3 and provided further, however, that if the holders of more than 70% of
the outstanding  shares of Convertible  Preferred Stock shall elect the benefits
of Section 5(i) such holders may require that the other  holders  shall be bound
by the same  election,  and if the holders of more than 70% of such  outstanding
shares of Convertible  Preferred Stock do not so elect, such holders may require
that the other  holders  shall not so elect.  For  purposes of this Section 3, a

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sale of  substantially  all of the  assets  of the  Corporation  shall  include,
without  limitation,  (i) the sale or other disposition of more than 50% of such
assets, as determined by reference to either (a) the book value, or (b) the fair
market  value,  of such  assets,  or (ii) any  issuance  of Common  Stock by the
Corporation  or transfer of Common Stock by the holder  thereof to any person or
persons  acting in concert or a group of affiliated  persons,  which issuance or
transfer  results in such  person or persons or group  holding in the  aggregate
more than 50% of the issued and outstanding  Common Stock after giving effect to
such issuance or transfer.

          (c) In the event of a  liquidation,  dissolution  or winding up of the
Corporation  resulting  in the  availability  of  assets  other  than  cash  for
distribution to the holders of the Convertible  Preferred  Stock, the holders of
the  Convertible  Preferred  Stock shall be entitled to a  distribution  of cash
and/or  assets  equal  in  value  to  the   liquidation   preference  and  other
distribution  rights stated in Section 3(a). In the event that such distribution
to the holders of the Convertible Preferred Stock shall include any assets other
than cash, the following  provisions shall govern. 'The Board of Directors shall
first determine the value of such assets for such purpose,  and shall notify all
holders of shares of  Convertible  Preferred  Stock of such  determination.  The
value of such assets for purposes of the distribution  under this paragraph 3(c)
shall be the value as  determined  by the Board of  Directors  in good faith and
with due care,  unless  the  holders  of more  than 70% of the then  outstanding
shares of Convertible  Preferred Stock shall object thereto in writing within 15
days  after  the  date of such  notice.  In the  event  of such  objection,  the
valuation of such assets for purposes of such  distribution  shall be determined
by an  arbitrator  selected  by the  objecting  stockholders  and the  Board  of
Directors,  or in the event a single  arbitrator cannot be agreed upon within 10
days  after  the  written  objection  sent  by  the  objecting  stockholders  in
accordance  with the previous  sentence,  the  valuation of such assets shall be
determined by arbitration in which (i) the objecting  stockholders shall name in
their notice of objection one arbitrator, (ii) the Board of Directors Shall name
a second  arbitrator  within 15 days from the receipt of such notice,  (iii) the
two  arbitrators  thus selected  shall select a third  arbitrator,  and (iv) the
three arbitrators thus selected shall determine the valuation of such assets for
purposes of such  distribution  by majority vote. The costs of such  arbitration
shall  be  borne  by  the  Corporation  and by the  holders  of the  Convertible
Preferred Stock (on a pro rata basis out of the assets  otherwise  distributable
to them) as follows:  (1) if the valuation as determined by the  arbitrators  is
greater than 95% of the valuation as  determined by the Board of Directors,  the
holders  of  the  Convertible  Preferred  Stock  shall  pay  the  costs  of  the
arbitration,  and (ii) otherwise,  the  Corporation  shall bear the costs of the
arbitration.

     Section 4. VOTING RIGHTS.

          (a) Except as otherwise  expressly  provided  herein or as required by
law, the holder of each share of Convertible  Preferred  Stock shall be entitled
to vote on all matters.  Each share of Convertible Preferred Stock shall entitle
the holder  thereof to such  number of votes per share as shall equal the number
of shares of Common Stock into which each share of Convertible  Preferred  Stock
is then  convertible.  Except  as  otherwise  expressly  provided  herein  or as
required by law, the holders of shares of the  Convertible  Preferred  Stock and
the Common Stock shall vote together as a single class on all matters.

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          (b) Except as provided in Section 7 hereof,  and  notwithstanding  the
provisions  of Article  SIXTH,  so long as any shares of  Convertible  Preferred
Stock are outstanding, the number of directors of the Corporation shall be fixed
at a number no greater  than five and the holders of the  Convertible  Preferred
Stock shall be entitled to vote as a class  separately from all other classes of
stock of the  Corporation in any vote for the election of directors and shall be
entitled  to elect by such class vote two  directors.  In any such class vote of
the Convertible  Preferred Stock each share of Convertible Preferred Stock shall
be entitled to the number of votes  determined as provided in Section 4(a).  The
remainder of the  directors  shall be elected by the holders of the Common Stock
and the Convertible Preferred Stock, voting in accordance with Section 4(a).

     Section 5. CONVERSION. The holders of the Convertible Preferred Stock shall
have the following conversion rights:

          (a) Subject to and in compliance  with the  provisions of this Section
5, any shares of Convertible  Preferred  Stock may, at the option of the holder,
be converted at any time or from time to time into fully-paid and non-assessable
shares of Common  Stock.  The number of shares of Common Stock to which a holder
of Convertible  Preferred Stock shall be entitled upon  conversion  shall be the
product  obtained by multiplying the Applicable  Conversion Rate  (determined as
provided in Section 5(c)) by the number of shares of Convertible Preferred Stock
being converted.

          (b) (i) Each share of Convertible  Preferred Stock  outstanding  shall
automatically  be converted into the number of shares of Common Stock into which
such shares are convertible  upon  application of the then effective  Applicable
Conversion  Rate, as provided in Section 5(a) above,  (x)  immediately  upon the
vote of the holders of more than 70% of the  outstanding  shares of  Convertible
Preferred  Stock,  in which event all other holders shall be bound by such vote;
or (y) immediately upon the closing of an underwritten  public offering pursuant
to an effective  registration  statement  under the  Securities  Act of 1933, as
amended,  covering  the offer and sale of capital  stock of the  Corporation  in
which the proceeds  received by the Corporation,  net of underwriting  discounts
and commissions, equal or exceed $10,000,000 at a sale price to the public equal
to at  least  one  and  one-half  times  the  Applicable  Conversion  Value  (as
hereinafter defined) then in effect.

               (ii) Upon the  occurrence  of an event  specified in this Section
(5)(b), the outstanding shares of Convertible Preferred Stock shall be converted
automatically without any further action by the holders of such shares,  whether
or  not  the  certificates  representing  such  shares  are  surrendered  to the
Corporation or its transfer agent; provided, however, that the Corporation shall
not be obligated  to issue  certificates  evidencing  the shares of Common Stock
issuable upon such conversion unless certificates  evidencing such shares of the
Convertible  Preferred  Stock  being  converted  are  either  delivered  to  the
Corporation  or any  transfer  agent,  as  hereinafter  provided,  or the holder
notifies the  Corporation or any transfer agent as  hereinafter  provided,  that
such  certificates have been lost, stolen or destroyed and executes an agreement
satisfactory  to the  Corporation  to indemnify  the  Corporation  from any loss
incurred by it in connection therewith.

                                      -5-
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               (iii) Upon the  occurrence of the automatic  conversion of all of
the  outstanding  Convertible  Preferred  Stock,  the holders of the Convertible
Preferred  Stock  shall,  promptly  upon  receipt  of  written  notice  of  such
occurrence from the Corporation,  surrender the certificates  representing  such
shares at the office of the  Corporation or of any transfer agent for the Common
Stock.  Thereupon,  there  shall be issued and  delivered  to each such  holder,
promptly at such office and in its name as shown on such surrendered certificate
or  certificates,  a  certificate  or  certificates  for the number of shares of
Common  Stock  into  which  the  shares  of  the  Convertible   Preferred  Stock
surrendered  were  convertible  on the date on which such  automatic  conversion
occurred.

          (c) The  conversion  rate  in  effect  at any  time  (the  "Applicable
Conversion  Rate") shall equal the quotient  obtained by dividing $5.7584 by the
Applicable Conversion Value, calculated as hereinafter provided.

          (d) The Applicable  Conversion  Value in effect  initially,  and until
first  adjusted  in  accordance  with  Section  5(e) and 5(f)  hereof,  shall be
$5.7584.

          (e) Upon the  happening  of an  Extraordinary  Common  Stock Event (as
hereinafter defined), the Applicable Conversion Value shall, simultaneously with
the happening of such Extraordinary  Common Stock Event, be adjusted by dividing
the then effective Applicable  Conversion Value by a fraction,  the numerator of
which shall be the number of shares of Common  Stock of all classes  outstanding
immediately after such  Extraordinary  Common Stock Event and the denominator of
which shall be the number of shares of Common  Stock of all classes  outstanding
immediately prior to such Extraordinary  Common Stock Event, and the quotient so
obtained shall  thereafter be the Applicable  Conversion  Value.  The Applicable
Conversion  Value,  as so adjusted,  shall be readjusted in the same manner upon
the happening of any successive Extraordinary Common Stock Event or Events.

          (f) (i) Except as provided below in this paragraph (i) of this Section
5(f),  if the  Corporation  shall,  at any time  while  there are any  shares of
Convertible  Preferred Stock outstanding,  issue any additional shares of Common
Stock of any  class at a price per share  less  than the  Applicable  Conversion
Value in effect for the Convertible  Preferred Stock  immediately  prior to such
issuance for sale, then in each such case such Applicable Conversion Value shall
be reduced to an amount  determined by  multiplying  the  Applicable  Conversion
Value by a fraction:

                    (A) the numerator of which shall be (x) the number of shares
of  Common  Stock  of  all  classes  outstanding   (excluding  treasury  shares)
immediately prior to the issuance of such additional shares of Common Stock plus
(y) the number of shares of Common Stock  issuable  upon the  conversion  of the
outstanding shares of Convertible Preferred Stock, plus (z) the number of shares
of  Common  Stock  which  the  net  aggregate   consideration  received  by  the
Corporation  for the total number of such  additional  shares of Common Stock so
issued would purchase at the Applicable  Conversion Value (prior to adjustment),
and

                    (B) the  denominator  of which  shall be (x) the  number  of
shares of Common Stock of all classes  outstanding  (excluding  treasury shares)
immediately prior to the issuance of such additional shares of Common Stock plus
(y) the number of shares of Common Stock  issuable  upon the  conversion  of the
outstanding  shares of Convertible  Preferred Stock, plus (z) the number of such
additional shares of Common Stock so issued.

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     The Corporation's issuance of options to purchase up to 2,735,200 shares of
Common  Stock to  employees of the  Corporation  pursuant to an incentive  stock
option plan of the Corporation  and the issuance of up to 2,735,200  shares upon
the  exercise of such  options,  shall not be deemed an  issuance of  additional
shares of Common Stock and shall have no effect on the calculations contemplated
by this Section 5. The maximum  number of shares which shall not be deemed to be
an issuance of additional  shares  pursuant to the foregoing shall be subject to
appropriate  adjustment  with respect to any as-yet unissued shares in the event
of any Extraordinary Common Stock Event.

     For purposes of this Section  5(f),  if a part or all of the  consideration
received by the  Corporation  in  connection  with the issuance of shares of the
Common  Stock or the  issuance of any of the  securities  described in paragraph
(ii)  of  this  Section  5(f)  consists  of  property  other  than  cash,   such
consideration shall be deemed to have the same value as is recorded on the books
of the  Corporation  with  respect to receipt of such  property  so long as such
recorded value was determined  reasonably and in good faith, and shall otherwise
be deemed to have a value  equal to its fair market  value.  This  Section  5(f)
shall not  apply  under  any of the  circumstances  which  would  constitute  an
Extraordinary Common Stock Event.

               (ii) For the purpose of this  Section  5(f),  the issuance of any
warrants,  options or other  subscription  or purchase  rights  with  respect to
shares  of  Common  Stock  of any  class  and  the  issuance  of any  securities
convertible  into  shares of Common  Stock of any class (or the  issuance of any
warrants,  options or any rights with  respect to such  convertible  securities)
shall  be  deemed  an  issuance  at such  time of such  Common  Stock if the Net
Consideration Per Share which may be received by the Corporation for such Common
Stock (as hereinafter  determined) shall be less than the Applicable  Conversion
Value at the time of such  issuance  and,  except as  hereinafter  provided,  an
adjustment  in the  Applicable  Conversion  Value  shall be made  upon each such
issuance in the manner provided in paragraph (i) of this Section 5(f) as if such
Common Stock were issued at such Net  Consideration  Per Share. No adjustment of
the Applicable  Conversion  Value shall be made under this Section 5(f) upon the
issuance of any additional  shares of Common Stock which are issued  pursuant to
the exercise of any warrants,  options or other  subscription or purchase rights
or  pursuant  to the  exercise  of any  conversion  or  exchange  rights  in any
convertible  securities if any adjustment  shall  previously have been made upon
the issuance of such  warrants,  options or other rights.  Any adjustment of the
Applicable  Conversion Value with respect to this paragraph (ii) of this Section
5(f) shall be disregarded if, as and when the rights to acquire shares of Common
Stock upon exercise or conversion of the warrants, options rights or convertible
securities  which gave rise to such adjustment  expire or are cancelled  without
having  been  exercised,  so that  the  Applicable  Conversion  Value  effective
immediately  upon  such  cancellation  or  expiration  shall  be  equal  to  the
Applicable  Conversion  Value  in  effect  immediately  prior to the time of the
issuance of the expired or cancelled  warrants,  options,  rights or convertible
securities,  with such  additional  adjustments  as would have been made to that
Applicable  Conversion  Value had the expired or  cancelled  warrants,  options,
rights or convertible securities not been issued. In the event that the terms of
any warrants,  options,  other  subscription  or purchase  rights or convertible
securities  previously  issued by the Corporation are changed  (whether by their
terms or for any other reason) so as to change the Net  Consideration  Per Share

                                      -7-
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payable with  respect  thereto  (whether or not the  issuance of such  warrants,
options,  rights or convertible securities originally gave rise to an adjustment
of the Applicable  Conversion Value),  the Applicable  Conversion Value shall be
recomputed  as of the date of such  change,  so that the  Applicable  Conversion
Value  effective  immediately  upon such change shall be equal to the Applicable
Conversion Value in effect at the time of the issuance of the warrants, options,
rights or  convertible  securities  subject  to such  change,  adjusted  for the
issuance  thereof in  accordance  with the terms  thereof after giving effect to
such change,  and with such  additional  adjustments  as would have been made to
that  Applicable  Conversion  Value  had  the  warrants,   options,   rights  or
convertible  securities been issued on such changed terms.  For purposes of this
paragraph  (ii),  the Net  Consideration  Per Share which may be received by the
Corporation shall be determined as follows:

                    (A) The Net  Consideration  Per Share  shall mean the amount
equal to the total amount of consideration,  if any, received by the Corporation
for the issuance of such warrants,  options,  rights or convertible  securities,
plus the minimum amount of  consideration,  if any,  payable to the  Corporation
upon exercise or conversion  thereof,  divided by the aggregate number of shares
of  Common  Stock  that  would  be  issued  if  all  such   warrants,   options,
subscriptions, or other purchase rights or convertible securities were exercised
or converted at such net consideration per share.

                    (B) The Net Consideration Per Share which may be received by
the Corporation  shall be determined in each instance as of the date of issuance
of warrants,  options, rights or convertible securities without giving effect to
any  possible  future  price  adjustments  or  rate  adjustments  which  may  be
applicable  with  respect  to such  warrants,  options,  rights  or  convertible
securities  and which are contingent  upon future  events;  provided that in the
case of an  adjustment  to be made as a  result  of a  change  in  terms of such
warrants,  options, rights or convertible securities,  the Net Consideration Per
Share shall be determined as of the date of such change.

          (g) In the event the Corporation  shall make or issue, or fix a record
date for the  determination  of holders of Common Stock  entitled to receive,  a
dividend or other  distribution  payable in securities of the Corporation  other
than shares of Common  Stock,  then and in each such event  lawful and  adequate
provision shall be made so that the holders of Convertible Preferred Stock shall
receive  upon  conversion  thereof in addition to the number of shares of Common
Stock receivable  thereupon,  the number of securities of the Corporation  which
they would have received had their  Convertible  Preferred  Stock been converted
into Common Stock on the date of such event and had they thereafter,  during the
period from the date of such event to and including the Conversion Date (as that
term is hereafter  defined),  retained  such  securities  receivable  by them as
aforesaid during such period,  giving  application to all adjustments called for
during  such  period  under  this  Section 5 with  respect  to the rights of the
holders of the Convertible Preferred Stock.

          (h)  If  the  Common  Stock   issuable  upon  the  conversion  of  the
Convertible  Preferred Stock shall be changed into the same or different  number
of shares of any class or  classes  of stock,  whether  by  reclassification  or
otherwise  (other than a  subdivision,  combination  of shares or stock dividend
provided for above, or a reorganization, merger, consolidation or sale of assets
provided  for  elsewhere  in this  Section  5),  then and in each such event the
holder  of each  share of  Convertible  Preferred  Stock  shall  have the  right

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thereafter to convert such share into the kind and amount of shares of stock and
other   securities   and   property   receivable   upon   such   reorganization,
reclassification  or other change,  by holders of the number of shares of Common
Stock into which such  shares of  Convertible  Preferred  Stock  might have been
converted immediately prior to such reorganization,  reclassification or change,
all subject to further adjustment as provided herein.

          (i) If at any  time or from  time to time  there  shall  be a  capital
reorganization  of the Common  Stock  (other  than a  subdivision,  combination,
reclassification or exchange of shares provided for elsewhere in this Section 5)
or a merger or consolidation of the Corporation with or into another corporation
(other than a merger  carried out for the sole  purpose of changing the state of
the  Corporation's  incorporation  or  where  no third  party  consideration  is
involved)  or  the  sale  of  all or  substantially  all  of  the  Corporation's
properties and assets to any other person, then, as a part of and as a condition
to the effectiveness of such capital  reorganization,  merger,  consolidation or
sale, lawful and adequate  provision shall be made so that if the Corporation is
not  the  surviving  corporation,  the  Convertible  Preferred  Stock  shall  be
converted into preferred stock of the surviving  corporation  having  equivalent
preferences,  rights and privileges except that in lieu of being able to convert
into shares of Common Stock of the Corporation or the successor  corporation the
holders of the Convertible  Preferred Stock  (including any such preferred stock
issued upon conversion of the Convertible  Preferred  Stock) shall thereafter be
entitled  to  receive  upon  conversion  of  the  Convertible   Preferred  Stock
(including any such preferred  stock issued upon  conversion of the  Convertible
Preferred  Stock) the number of shares of stock or other  securities or property
of the Corporation or of the successor corporation resulting from such merger or
consolidation or sale, to which a holder of the number of shares of Common Stock
deliverable upon conversion of the Convertible Preferred Stock immediately prior
to the capital  reorganization,  merger,  consolidation  or sale would have been
entitled on such capital reorganization,  merger, consolidation, or sale. In any
such case,  appropriate  provisions  shall be made with respect to the rights of
the holders of the  Convertible  Preferred  Stock  (including any such preferred
stock  issued upon  conversion  of the  Convertible  Preferred  Stock) after the
capital  reorganization,  merger,  consolidation  or sale to the  end  that  the
provisions  of this  Section 5  (including  without  limitation  provisions  for
adjustment  of  the  Applicable  Conversion  Value  and  the  number  of  shares
purchasable upon conversion of the Convertible Preferred Stock or such preferred
stock) shall thereafter be applicable,  as nearly as may be, with respect to any
shares of stock,  securities  or assets to be  deliverable  thereafter  upon the
conversion of the Convertible Preferred Stock or such preferred stock.

     Each  holder of  Convertible  Preferred  Stock,  upon the  occurrence  of a
capital  reorganization,  merger or consolidation of the Corporation or the sale
of all or  substantially  all its assets and  properties as such events are more
fully set forth in the first  Paragraph  of this  Section  5(i),  shall have the
option of electing treatment of his shares of Convertible  Preferred Stock under
either this Section 5(i) or Section 3(b) hereof, except as otherwise provided in
said Section 3(b), notice of which election shall be submitted in writing to the
Corporation at its principal  offices no later than 10 days before the effective
date of such event,  provided  that any such notice  shall be effective if given
not later than 15 days after the date of the Corporation's  notice,  pursuant to
Section 10, with respect to such event.

                                      -9-
<PAGE>
          (j) In each case of an adjustment or  readjustment  of the  Applicable
Conversion  Rate,  the  Corporation  will  furnish  each  holder of  Convertible
Preferred Stock with a certificate,  prepared by the chief financial  officer of
the Corporation,  showing such adjustment or readjustment, and stating in detail
the facts upon which such adjustment or readjustment is based.

          (k) To exercise  its  conversion  privilege,  a holder of  Convertible
Preferred Stock shall surrender the certificate or certificates representing the
shares being  converted to the  Corporation at its principal  office,  and shall
give written notice to the Corporation at that office that such holder elects to
convert  such  shares.  Such  notice  shall also  state the name or names  (with
address or addresses) in which the  certificate  or  certificates  for shares of
Common Stock issuable upon such conversion  shall be issued.  The certificate or
certificates  for  shares  of  Convertible   Preferred  Stock   surrendered  for
conversion shall be accompanied by proper assignment  thereof to the Corporation
or in blank.  The date when such written  notice is received by the  Corporation
together  with the  certificate  or  certificates  representing  the  shares  of
Convertible Preferred Stock being converted,  shall be the "Conversion Date." As
promptly as practicable  after the Conversion Date, the Corporation  shall issue
and shall  deliver to the holder of the shares of  Convertible  Preferred  Stock
being converted,  a certificate or certificates in such  denominations as it may
request in writing for the number of full shares of Common Stock  issuable  upon
the conversion of such shares of Convertible  Preferred Stock in accordance with
the  provisions  of this  Section 5 and cash as  provided  in Section  5(l),  in
respect  of  any  fraction  of a  share  of  Common  Stock  issuable  upon  such
conversion.  Such conversion  shall be deemed to have been effected  immediately
prior to the close of  business  on the  Conversion  Date,  and at such time the
rights of the holder as holder of the converted shares of Convertible  Preferred
Stock  shall  cease  and the  person  or  persons  in whose  name or  names  any
certificate  or  certificates  for shares of Common Stock shall be issuable upon
such  conversion  shall be deemed to have become the holder or holders of record
of shares of Common Stock represented thereby.

          (l) No  fractional  shares  of  Common  Stock  or  scrip  representing
fractional  shares  shall be issued upon  conversion  of  Convertible  Preferred
Stock. Instead of any fractional shares of Common Stock which would otherwise be
issuable upon conversion of Convertible  Preferred Stock, the Corporation  shall
pay to the  holder of the  shares of  Convertible  Preferred  Stock  which  were
converted a cash  adjustment  in respect of such  fraction in an amount equal to
the same  fraction  of the  market  price  per  share of the  Common  Stock  (as
determined  in a manner  prescribed  by the Board of  Directors) at the close of
business on the Conversion Date.

          (m) In the  event  some  but  not  all of the  shares  of  Convertible
Preferred Stock  represented by a certificate or  certificates  surrendered by a
holder are  converted,  the  Corporation  shall execute and deliver to or on the
order of the  holder,  at the  expense  of the  Corporation,  a new  certificate
representing the number of shares of Convertible  Preferred Stock which were not
converted.

          (n) The Corporation  shall at all times reserve and keep available out
of its authorized but unissued shares of Common Stock, solely for the purpose of
effecting the conversion of the shares of the Convertible  Preferred Stock, such
number of its shares of Common Stock as shall from time to time be sufficient to
effect the conversion of all  outstanding  shares of the  Convertible  Preferred
Stock, and if at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the  conversion of all then  outstanding

                                      -10-
<PAGE>
shares of Convertible Preferred Stock, the Corporation shall take such corporate
action as may, in the  opinion of its  counsel,  be  necessary  to increase  its
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purpose.

          (o) "Extraordinary  Common Stock Event" shall mean (i) the issuance of
additional  shares  of the  Common  Stock of any  class as a  dividend  or other
distribution  on outstanding  Common Stock,  (ii) the subdivision of outstanding
shares of  Common  Stock of any  class  into a  greater  number of shares of the
Common Stock, or (iii) the combination of outstanding shares of the Common Stock
of any class into a smaller number of shares of the Common Stock.

     Section 6. REDEMPTION.

          (a) If any shares of Convertible  Preferred Stock shall be outstanding
on October 12 in each of 1995 and 1996 (the "Optional  Redemption  Dates"),  the
Corporation  shall,  unless  otherwise  agreed to by the written  consent of the
holders  of more than 70% of the  shares of  Convertible  Preferred  Stock  then
outstanding,  redeem  outstanding  shares  of  Convertible  Preferred  Stock  in
accordance with the following provisions.  One-half of the shares of Convertible
Preferred  Stock  originally  issued  shall be  redeemed  on the first  Optional
Redemption Date and any shares of Convertible  Preferred Stock originally issued
and still outstanding shall be redeemed on the second Optional  Redemption Date.
The  Corporation  shall  give  written  notice  to each  holder  of  Convertible
Preferred Stock at least 90 days prior to each Optional  Redemption Date setting
forth the aggregate  number of shares to be redeemed and the number of shares to
be  redeemed  from each such  holder on each  Optional  Redemption  Date,  which
numbers  may be subject  to  adjustment  in the event any holder of  Convertible
Preferred Stock converts shares of Convertible Preferred Stock into Common Stock
prior to the  Optional  Redemption  Date.  Subject to the right of any holder to
convert  shares of  Convertible  Preferred  Stock into Common  Stock at any time
prior to each Optional  Redemption  Date, on each Optional  Redemption  Date the
Corporation  shall redeem from each holder the number of shares contained in the
notice (as adjusted in the event any shares of Convertible  Preferred  Stock are
converted  into  Common  Stock  prior  to the  Optional  Redemption  Date).  Any
redemption hereunder shall be at the redemption price set forth in Section 6(c).
In the event that  redemption  pursuant  to this  Section 6 shall be unlawful in
whole or in part for any reason,  the obligation of the Corporation to make such
redemption shall continue in effect without restriction as to date or year until
such time or times as such  redemption  (or any  portion  thereof  not yet made)
shall no  longer be  unlawful,  and the  Corporation  shall  promptly  make such
redemption at such time as it becomes lawful, to the extent it is lawful at that
time. If the funds of the Corporation legally available for redemption of shares
of  Convertible   Preferred  Stock  on  either  Optional   Redemption  Date  are
insufficient  to redeem the total  number of Shares  requested to be redeemed on
such date,  those funds which are legally  available  will be used to redeem the
maximum  possible number of such shares ratably among the holders of such shares
to be  redeemed  based upon the ratio  that the number of shares to be  redeemed
from each  individual  holder on an Optional  Redemption Date bears to the total
number of shares to be redeemed by all holders on such Optional Redemption Date.
The Corporation's obligation to redeem the Convertible Preferred Stock hereunder
may be waived, as to either Optional  Redemption Date, by written consent of the
holder  of more than 70% of the  shares  of  Convertible  Preferred  Stock  then
outstanding.

                                      -11-
<PAGE>
          (b) If any one or more of the  following  events  shall  occur  and be
continuing, that is to say: (i) if any amounts required to be paid pursuant to a
redemption under Section 6(a) hereof are not paid within 30 days after the dates
such payments are due; (ii) if the Corporation or any of its subsidiaries  shall
(A) admit in writing its  inability  to pay its debts  generally  as they become
due, (B) file a petition or answer or consent  seeking  relief under the Federal
Bankruptcy  Code,  as  now  constituted  or  hereafter  amended,  or  any  other
applicable  Federal or state  bankruptcy or insolvency law or other similar law,
(C) consent to the institution of proceedings under any law listed in (B) above,
or to the filing of any such petition or to the appointment or taking possession
of a  receiver,  liquidator,  assignee,  trustee,  custodian  (or other  similar
official) of the Corporation or any such  subsidiary or of any substantial  part
of their property, (D) fail generally to pay its debts as such debts become due,
or take  corporate  action in  furtherance  of any such  action,  or (E) make an
assignment for the benefit of its creditors; (iii) if a decree or order shall be
entered  by a court  for  relief in  respect  of the  Corporation  or any of its
subsidiaries  under the Federal Bankruptcy Code, as now constituted or hereafter
amended,  or any other applicable  Federal or state bankruptcy or insolvency law
or other similar law, or appointing a receiver,  liquidator,  assignee,  trustee
(or  similar  official)  of the  Corporation  or any such  subsidiary  or of any
substantial  part of their property or ordering the winding-up or liquidation of
their  affairs  and such  decree or order  shall not be  vacated or set aside or
stayed  within a period  of 30 days  from  the  date of entry  thereof;  (iv) if
default shall be made n the performance or observance by the Corporation  and/or
the Selling Stockholders of any material  representation,  warranty,  condition,
agreement,  covenant or  obligation  set forth in the Stock  Purchase  Agreement
among Artisoft,  Inc., an Arizona corporation ("Artisoft Arizona"),  the Selling
Stockholders (as defined therein) and the original purchasers of the convertible
preferred stock of Artisoft Arizona dated as of the date of original issuance of
the shares of such convertible preferred stock, the Stockholders'  Agreement (as
defined  in the  Stock  Purchase  Agreement)  or in  the  Restated  Articles  of
Incorporation of Artisoft Arizona, filed with the Arizona Corporation Commission
October 10,  1990,  as  amended,  and such  default is not cured  within 15 days
following written notice thereof from any holder of Convertible Preferred Stock,
or (v) if the Corporation or any of its  subsidiaries  shall be in default under
any agreement or instrument  governing any  indebtedness  exceeding  $500,000 in
aggregate amount outstanding under  circumstances  which would permit the holder
of such indebtedness,  upon notice or passage of time or both, to accelerate the
payment thereof and the Corporation shall not have cured such default within the
period provided under such agreement or instrument,  then, and in each and every
case,  the  holders of more than 70% in interest  of the  Convertible  Preferred
Stock may,  by vote at a meeting  of  stockholders  or by written  notice to the
Corporation,  declare the  Corporation to be in default  hereunder (an "Event of
Default").  After  such an  Event of  Default  shall  have  been  declared,  the
Corporation  shall promptly  notify each holder of Convertible  Preferred  Stock
then  outstanding,  in accordance  with Section 6(d),  that such holder shall be
entitled to have  redeemed,  subject to the provisions of this Section 6(b), all
or any part of such holder's  shares of Convertible  Preferred Stock on the date
20 days following the date of such notice.  To exercise its option hereunder any
holder of Convertible  Preferred Stock shall give the Corporation written notice
specifying  the  number of shares to be  redeemed  at least 10 days prior to the
date fixed for  redemption,  and shall present and surrender the  certificate or
certificates for such shares (duly endorsed for transfer), to the Corporation at
the principal  office of the Corporation  and thereupon the redemption  price of
such shares  shall be paid to, or to the order of, the person whose name appears
on such  certificate or  certificates as the owner thereof;  provided,  however,
that  the  Corporation  shall  redeem  shares  of  Convertible  Preferred  Stock
hereunder  only to the  extent  permitted  by law,  and if not all of the shares
otherwise redeemable  hereunder can be redeemed,  redemptions shall be made on a
pro rata basis  based upon the ratio that the number of shares  requested  to be
redeemed by each  individual  holder  bears to the total  number of shares to be

                                      -12-
<PAGE>
redeemed by all  holders  and the  obligation  of the  Corporation  to make such
redemption shall continue in effect without restriction as to date or year until
such time or times as such  redemption  (or any  portion  thereof  not yet made)
shall no  longer be  unlawful,  and the  Corporation  shall  promptly  make such
redemption at such time as it becomes lawful, to the extent it is lawful at that
time. If the number of shares  represented by the  certificate  or  certificates
surrendered  shall exceed the number of shares to be redeemed,  the  Corporation
shall  issue  and  deliver  to the  person  entitled  thereto a  certificate  or
certificates representing the unredeemed balance of such shares.

          (c) The redemption price for each share of Convertible Preferred Stock
redeemed pursuant to this Section 6 shall be $5.7584.

          (d) Each  holder of shares of the  Convertible  Preferred  Stock to be
redeemed shall  surrender the  certificate  or  certificates  representing  such
shares to the Corporation at the place designated in the Redemption  Notice, and
thereupon  the  applicable  redemption  price  for such  shares  as set forth in
Section  6(c) shall be paid to or to the order of the person  whose name appears
on such certificate or certificates and each  surrendered  certificate  shall be
cancelled and retired.

     Section 7. SPECIAL VOTING RIGHTS.

          (a) If an Event of Default is declared under Section 6(b) hereof,  and
if the holders of the  Convertible  Preferred Stock do not at such time have the
right under  Section  4(b) to elect at least a majority of the  Directors of the
Corporation,  then, to the extent permitted by law as relating to directorships,
the holders of Convertible Preferred Stock shall have the right, voting together
as a class and  separately  from all other  classes  and  series,  to elect that
number of  directors  of the  Corporation  which  constitutes  a majority of the
members  of the  Board of  Directors.  The  remaining  members  of the  Board of
Directors  shall be elected by holders of the Common  Stock and the  Convertible
Preferred  Stock voting in accordance  with Section 4(a). If and when such right
of the holders of the Convertible Preferred Stock becomes operative, the maximum
authorized  number of members of the Board of Directors shall  automatically  be
increased  to the extent  necessary  to create any  vacancy to be filled only by
vote of the  holders of the  Convertible  Preferred  Stock then  outstanding  as
hereinafter  set forth.  Whenever  such right of the holders of the  Convertible
Preferred Stock shall become operative,  such right shall be exercised initially
either at a special  meeting of the holders of the  Convertible  Preferred Stock
called  as  provided  in  Section  7(b)  below  or  at  any  annual  meeting  of
stockholders held for the purposes of electing directors, and thereafter at such
annual  meetings.  In electing  directors to be elected pursuant to this Section
7(a),  each holder of  Convertible  Preferred  Stock shall vote in the  relative
proportions  provided  in  Section  4(a).  The  right  of  the  holders  of  the
Convertible  Preferred Stock, voting together as a class and separately from all

                                      -13-
<PAGE>
other  classes and series,  to elect the  members of the Board of  Directors  as
aforesaid,  shall  continue  until such time as the Event of Default  shall have
been cured, at which time the right of the holders of the Convertible  Preferred
Stock to vote for directors shall be reduced to the number of directors provided
for in  Section  4(b)  hereof  (subject  to  becoming  operative  again upon the
occurrence of a subsequent Event of Default) and the maximum  authorized  number
of  members of the Board of  Directors  shall  automatically  be reduced if such
number was increased at the time when the terminated voting right of the holders
of the Convertible Preferred Stock became operative.

          (b)  At any  time  when  the  voting  rights  of  the  holders  of the
Convertible  Preferred  Stock  provided in Section  7(a) above shall have become
operative and shall not have been exercised, a proper officer of the Corporation
shall,  upon the written request of the holders of record of at least 10% of the
shares  of  Convertible  Preferred  Stock  then  outstanding  addressed  to  the
Secretary  of the  Corporation,  call a special  meeting  of the  holders of the
Convertible  Preferred Stock for the purpose of electing the additional director
or directors to be elected by the holders of the  Convertible  Preferred  Stock.
Such meeting shall be held at the earliest practicable date upon the notice (and
at the place)  required  for annual  meetings of  stockholders.  If such meeting
shall not be called by the  proper  officer  of the  Corporation  within 30 days
after the  personal  service of such written  request upon the  Secretary of the
Corporation,  or within 20 days after  mailing the same within the United States
by registered or certified mail enclosed in a postage-paid envelope addressed to
the Secretary of the  Corporation at its principal  office,  then the holders of
record  of at least  10% of the  shares  of  Convertible  Preferred  Stock  then
outstanding may designate in writing one of their number to call such meeting at
the expense of the Corporation,  and such meeting may be called by the person so
designated  upon the notice (and at the place)  required for annual  meetings of
stockholders.

          (c) Upon any termination  pursuant to Section 7(a) of the right of the
holders of the Convertible Preferred Stock to vote for directors as herein-above
provided,  the term of office of any  director  then in  office  elected  by the
Convertible Preferred Stock pursuant to such Section (but not a director elected
pursuant to a different Section) shall terminate  immediately.  If the office of
any director  elected by the holders of the Convertible  Preferred Stock becomes
vacant by reason of death, resignation,  retirement,  disqualification,  removal
from office or otherwise, then the vacancy shall be filled by a person nominated
by the  remaining  directors  designated  by  the  holders  of  the  Convertible
Preferred Stock entitled to vote for such director.

          (d) Whenever  holders of Convertible  Preferred Stock or the directors
elected by the  holders  of the  Convertible  Preferred  Stock are  required  or
permitted to take any action by vote, such action may be taken without a meeting
on written consent,  setting forth the action so taken and signed by the holders
of all shares of Convertible  Preferred Stock or all the directors,  as the case
may be, except as otherwise expressly provided herein or prohibited by law.

     Section  8.  RESTRICTIONS  AND  LIMITATIONS.  As long as any  shares of the
Convertible  Preferred  Stock  remain  outstanding,  the  Corporation  shall not
without the affirmative  vote or written consent of the holders of more than 70%
of the then outstanding shares of the Convertible Preferred Stock;

          (a) Redeem,  purchase or  otherwise  acquire for value (or pay into or
set  aside  for a  sinking  fund for such  purposes),  any  share or  shares  of
Convertible  Preferred  Stock  other  than  pursuant  to  Section 3 or Section 6
hereof;

                                      -14-
<PAGE>
          (b) Redeem,  purchase or  otherwise  acquire for value (or pay into or
set aside for a sinking  fund for such  purpose)  any of the common Stock of any
class or any other capital stock of the  Corporation;  provided,  however,  that
this  restriction  shall not apply to the  repurchase  of shares of Common Stock
effected  contemporaneously  with the initial issuance of Convertible  Preferred
Stock;

          (c) Authorize or issue, or obligate itself to issue,  any other equity
security  senior to or on a parity with the  Convertible  Preferred  Stock as to
liquidation preferences, dividend rights or voting rights;

          (d)  Increase or decrease  (other than as  permitted by Section 5) the
total number of authorized shares of Convertible Preferred Stock;

          (e) Authorize (in one  transaction or series of related  transactions)
any merger or consolidation of the Corporation with or into any other company or
entity  (other than a merger  carried out for the sole  purpose of changing  the
state of the Corporation's  incorporation or where no third party  consideration
is involved),  or authorize the sale of  substantially  all of the assets of the
Corporation (as such term is defined in Section 2);

          (f) Amend the Certificate of Incorporation, or amend the Bylaws of the
Corporation  in any  manner  that  materially  affects  the rights of holders of
Convertible Preferred Stock or that adversely affects such holders; or

          (g)  Declare,  set aside or pay any  dividend  on any class of capital
stock of the Corporation.

     Section 9. NO REISSUANCE OF CONVERTIBLE PREFERRED STOCK. No share or shares
of the  Convertible  Preferred  Stock  acquired by the  Corporation by reason of
redemption,  purchase,  conversion or otherwise shall be reissued,  and all such
shares shall be cancelled,  retired,  and  eliminated  from the shares which the
Corporation  shall be authorized to issue. The Corporation may from time to time
take such  appropriate  corporate  action  as may be  necessary  to  reduce  the
authorized number of shares of the Convertible Preferred Stock accordingly.

     Section  10.  NOTICES  OF RECORD  DATE.  In the  event (i) the  Corporation
establishes  a record date to determine  the holders of any class of  securities
who are  entitled to receive any dividend or other  distribution,  or (ii) there
occurs any capital  reorganization of the Corporation,  any  reclassification or
recapitalization  of  the  capital  stock  of the  Corporation,  any  merger  or
consolidation of the Corporation, or any transfer of all or substantially all of
the assets of the Corporation to any other  corporation,  or any other entity or
person, or any voluntary or involuntary  dissolution,  liquidation or winding up
of the  Corporation,  the  Corporation  shall mail to each holder of Convertible
Preferred Stock at least 20 days prior to the record date specified  therein,  a
notice  specifying  (a) the date of such  record  date for the  purpose  of such
dividend or distribution and a description of such dividend or description,  (b)
the  date  on  which  any  such  reorganization,   reclassification,   transfer,

                                      -15-
<PAGE>
consolidation,  merger (other than a merger  carried out for the sole purpose of
changing the state of the  Corporation's  incorporation  or where no third party
consideration is involved),  dissolution,  liquidation or winding up is expected
to become  effective,  and (c) the time, if any, that is to be fixed, as to when
the holders of record of Common Stock (or other securities) shall be entitled to
exchange  their shares of Common Stock (or other  securities)  for securities or
other property deliverable upon such reorganization, reclassification, transfer,
consolidation, merger, dissolution, liquidation or winding up.

     Section 11. OTHER RIGHTS.  Except as otherwise  provided in the Certificate
of Incorporation,  as amended,  shares of Convertible Preferred Stock and shares
of Common Stock shall be identical  in all respects  (each share of  Convertible
Preferred Stock having equivalent rights to the number of shares of Common Stock
into which it is then convertible),  shall have the same powers, preferences and
rights,  without preference of any such class or share over any other such class
or share, and shall be treated as a single class of stock for all purposes.

     Section 12. RANKING.  The Convertible  Preferred Stock shall rank senior to
the Common Stock as to the  distribution of assets on  liquidation,  dissolution
and winding up of the Corporation (as provided in Section 3 hereof).

     Section 13. MISCELLANEOUS.

          (a) All  notices  referred  to  herein  shall be in  writing,  and all
notices  hereunder  shall be deemed  to have  been  given  upon the  earlier  of
delivery thereof by hand delivery,  by express or other courier,  or by standard
form of  telecommunication  or three (3) business days after the mailing thereof
if  sent  registered  mail  with  postage  prepaid,  addressed:  (i)  if to  the
Corporation,  to its  office  at 575 East  River  Road,  Tucson,  Arizona  85704
(Attention:  President)  and to  the  transfer  agent,  if any  other  than  the
Corporation,  for  the  Convertible  Preferred  Stock  or  other  agent  of  the
Corporation  designated  as  permitted  hereby  or (ii) if to any  holder of the
Convertible  Preferred Stock or Common Stock, as the case may be, to such holder
at the  address  of such  holder  as listed  in the  stock  record  books of the
Corporation  (which  may  include  the  record  of any  transfer  agent  for the
Convertible Preferred Stock or Common Stock as the case may be) or (iii) to such
other address as the  Corporation or any such holder,  as the case may be, shall
have designated by notice similarly given.

          (b) The term  "Common  Stock" as used herein  means the  Corporation's
Common Stock,  $0.01 par value as the same is authorized by this  Certificate of
Incorporation  or any other class of stock resulting from successive  changes or
reclassifications  of such  Common  Stock  consisting  solely of  changes in par
value,  or from par value to no par value, or from no par value to par value. In
the  event  that,  at any time as a result of an  adjustment  made  pursuant  to
Section 5 hereof,  the holder of any shares of the  Convertible  Preferred Stock
upon thereafter surrendering such shares for conversion shall become entitled to
receive any shares or other  securities of the Corporation  other than shares of
Common Stock, the Applicable  Conversion Rate in respect of such other shares or
securities so receivable  upon  conversion  of shares of  Convertible  Preferred
Stock shall thereafter be adjusted,  and shall be subject to further  adjustment
from time to time, in a manner and on terms as nearly  equivalent as practicable
to the  provisions  with respect to Common Stock  contained in Section 5 hereof,
and the remaining provisions hereof with respect to the Common Stock shall apply
on like or similar terms to any such other shares or securities.

          (c)  The  Corporation  shall  pay  any  and  all  stock  transfer  and
documentary  stamp  taxes that may be payable  in  respect  of any  issuance  or
delivery of shares of Convertible  Preferred  Stock or shares of Common Stock or

                                      -16-
<PAGE>
other  securities  issued on account of  Convertible  Preferred  Stock  pursuant
hereto or certificates  representing such shares or securities.  The Corporation
shall  not,  however,  be  required  to pay any such tax which may be payable in
respect of any  transfer  involved  in the  issuance  or  delivery  of shares of
Convertible  Preferred Stock or Common Stock or other securities in a name other
than that in which the shares of  Convertible  Preferred  Stock with  respect to
which such shares or other  securities are issued or delivered were  registered,
or in respect of any  payment to any person  with  respect to any such shares or
securities other than a payment to the registered holder thereof,  and shall not
be required to make any such issuance,  delivery or payment unless and until the
person otherwise  entitled to such issuance,  deliver or payment has paid to the
Corporation the amount of any such tax or has  established,  to the satisfaction
of the Corporation, that such tax has been paid or is not payable.

          (d) In the event  that a holder of  shares  of  Convertible  Preferred
Stock shall not by written  notice  designate the name in which shares of Common
Stock to be issued upon  conversion  of such shares  should be  registered or to
whom payment upon redemption of shares of Convertible  Preferred Stock should be
made or the address to which the certificate or certificates  representing  such
shares,  or such payment,  should be sent, the Corporation  shall be entitled to
register such shares,  and make such payment,  in the name of the holder of such
Convertible  Preferred  Stock as shown on the records of the  Corporation and to
send the certificate or certificates  representing such shares, or such payment,
to  the  address  of  such  holder  listed  in the  stock  record  books  of the
Corporation  (which  may  include  the  records  of any  transfer  agent for the
Convertible Preferred Stock or Common Stock, as the case may be).

          (e) The Corporation  may appoint,  and from time to time discharge and
change,  a transfer  agent of the  Convertible  Preferred  Stock.  Upon any such
appointment or discharge of transfer agent,  the  Corporation  shall send notice
thereof by hand delivery,  by courier, by standard form of  telecommunication or
by first class mail  (postage  prepaid) to each holder of record of  Convertible
Preferred Stock.

     FIFTH: The name and mailing address of the incorporator are as follows:

          Dennis R, Weyrauch, Esq.
          575 East River Road
          Tucson, Arizona 85704

The  powers  of the  incorporator  shall  terminate  upon  the  filing  of  this
Certificate of Incorporation.

     SIXTH:  The  following  provisions  are inserted for the  management of the
business  and the  conduct of the  affairs of the  Corporation,  and for further
definition,  limitation and regulation of the powers of the  Corporation  and of
its directors and stockholders:

          (a) The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors.

          (b) The directors shall have concurrent power with the stockholders to
make, alter, amend, change, add to or repeal the Bylaws of the Corporation.

                                      -17-
<PAGE>
          (c) The business and affairs of the Corporation shall be managed by or
under the  direction of a Board of Directors  consisting  of not less than three
nor more than nine directors  (subject to any specific  limitations  relating to
the Convertible Preferred Stock), the exact number of directors to be determined
from time to time by resolution adopted by the affirmative vote of a majority of
the directors then in office. The directors shall be divided into three classes,
designated Class I, Class II and Class III. Each class shall consist,  as nearly
as may be possible,  of one-third of the total number of directors  constituting
the entire Board of Directors.  At each annual meeting of stockholders beginning
in 1992,  successors to the class of directors whose term expires at that annual
meeting  shall be elected for a  three-year  term,  with the term of the initial
Class I directors  terminating as of the 1992 meeting,  the term of the Class II
directors  terminating  as of the 1993 meeting,  and so forth.  If the number of
directors is changed,  any increase or decrease shall be  apportioned  among the
classes so as to maintain  the number of directors in each class as nearly equal
as possible,  but in no case shall a decrease in the number of directors shorten
the term of any  incumbent  director.  A director  shall hold  office  until the
annual  meeting for the year in which his term  expires and until his  successor
shall  be  elected  and  shall  qualify,   subject,  however,  to  prior  death,
resignation, retirement, disqualification or removal from office. Any vacancy on
the Board of Directors  that results from an increase in the number of directors
may be filled by a majority of the Board of Directors  then in office,  provided
that a quorum  is  present,  and any  other  vacancy  occurring  in the Board of
Directors may be filled by a majority of the directors  then in office,  even if
less than a quorum, or by a sole remaining  director.  Any director of any class
elected to fill a vacancy  resulting from an increase in the number of directors
in such  class  shall  hold  office  for a term  that  shall  coincide  with the
remaining  term of that  class.  Any  director  elected  to fill a  vacancy  not
resulting  from an  increase  in the  number of  directors  shall  have the same
remaining term as that of his predecessor.

     Notwithstanding  the  foregoing,  whenever  the  holders of any one or more
classes or series of Preferred  Stock issued by the  Corporation,  if any, shall
have the right,  voting  separately by class or series, to elect directors at an
annual or special meeting of stockholders, the election, term of office, filling
of vacancies and other features of such  directorships  shall be governed by the
terms  of  this  Certificate  of  Incorporation  applicable  thereto,  and  such
directors so elected shall not be divided into classes  pursuant to this Article
SIXTH unless expressly provided by such terms.

          (d) Directors of the Corporation may be removed by stockholders of the
Corporation only for cause.

          (e) No director shall be personally  liable to the  Corporation or any
of its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  except for  liability  (i) for any breach of the  director's  duty of
loyalty to the Corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL, or (iv) for any transaction from
which  the  director  derived  an  improper  personal  benefit.  Any  repeal  or
modification of this Article SIXTH by the stockholders of the Corporation  shall
not adversely  affect any right or  protection of a director of the  Corporation
existing  at the time of such  repeal or  modification  with  respect to acts or
omissions occurring prior to such repeal or modification.

                                      -18-
<PAGE>
          (f) In  addition  to the  powers  and  authority  herein-before  or by
statute  expressly  conferred upon them,  the directors are hereby  empowered to
exercise  all such powers and do al such acts and things as may be  exercised or
done by the Corporation,  subject,  nevertheless, to the provisions of the DGCL,
this Certificate of  Incorporation,  and any Bylaws adopted by the stockholders;
provided,  however,  that no Bylaws hereafter adopted by the stockholders  shall
invalidate  any prior act of the  directors  which would have been valid if such
Bylaws had not been adopted.

          (g) The initial  directors  of the  Corporation  and their  respective
addresses and classification are as follows:

                                                                     DIRECTOR
     NAME                            ADDRESS                          CLASS
     ----                            -------                          -----
     C. John Schoof II        575 East River Road
                              Tucson, Arizona  85704                   III

     Gregory M. Avis          575 East River Road
                              Tucson, Arizona  85704                   II

     Michael C. Child         575 East River Road
                              Tucson, Arizona  85704                   I

     Gary E. Liebl            575 East River Road
                              Tucson, Arizona  85704                   II

          (h)  Elections  of  directors  need not be by  written  ballot  unless
required by the Bylaws of the Corporation.

     SEVENTH:  Whenever a  compromise  or  arrangement  is proposed  between the
Corporation  and  its  creditors  or  any  class  of  them  and/or  between  the
Corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of the  Corporation  or of any  creditor or  stockholders  thereof or on the
applicable of any receiver or receivers  appointed for the Corporation under the
provisions  of Section  291 of the DGCL or on the  application  of  trustees  in
dissolution or of any receiver of receivers  appointed for the Corporation under
the  provisions of Section 279 of the DGCL,  order a meeting of the creditors or
class of creditors,  and/or of the  stockholders or class of stockholders of the
Corporation, as the case may be, to be summoned in such manner as the said court
directors.  If a majority in number representing  seventy-five  percent (75%) in
value of the  creditors or class of  creditors,  and/or of the  stockholders  or
class of  stockholders  of the  Corporation,  as the  case may be,  agree to any
compromise or  arrangement  and to any  reorganization  of the  Corporation as a
consequence  of  such  compromise  of   arrangement,   the  said  compromise  or
arrangement  and the said  reorganization  shall,  if sanctioned by the court to
which the said  applicable  has been made,  be binding on all the  creditors  or
class of creditors, and/or on all the stockholders or class of stockholders,  of
the Corporation, as the case may be, and also on the Corporation.

                                      -19-
<PAGE>
     EIGHTH:  Any  Business   Combination  (as  hereinafter   defined)  with  an
Interested  Stockholder  (as  hereinafter  defined)  shall  be  subject  to  the
following requirements:

          (a) In  addition  to any  affirmative  vote  required  by law or  this
Certificate of  Incorporation  or the Bylaws of the  Corporation,  and except as
otherwise expressly provided in paragraph (b) of this Article EIGHTH, a Business
Combination  involving an Interested  Stockholder  or any Affiliate or Associate
(as  hereinafter  defined)  of any  Interested  Stockholder  or any  person  who
thereafter  would be an Affiliate or  Associate of such  Interested  Stockholder
shall require the affirmative  vote of not less than eighty percent (80%) of the
votes entitled to be cast by the holders of all the then  outstanding  shares of
Voting  Stock,  voting  together  as a  single  class,  excluding  Voting  Stock
beneficially owned by such Interested  Stockholder.  Such affirmative vote shall
be required  notwithstanding  the fact that no vote may be  required,  or that a
lesser  percentage  or separate  class vote may be  specified,  by law or in any
agreement with any national securities exchange or otherwise.

          (b) The  provisions of paragraph (a) of this Article  EIGHTH shall not
be  applicable  to  any  particular  Business  Combination,  and  such  Business
Combination  shall require only such affirmative vote, if any, as is required by
law or by any other  provisions  of this  Certificate  of  Incorporation  or the
Bylaws  of the  Corporation,  or any  agreement  with  any  national  securities
exchange,  if  all  of the  conditions  specified  in  either  of the  following
Paragraphs  1 or 2 are  met  or,  in the  case  of a  Business  Combination  not
involving  the  payment of  consideration  to the  holders of the  Corporation's
outstanding Capital Stock (as hereinafter  defined),  if the conditions specific
in both Paragraphs 1 and 2 are met:

               1. The  Business  Combination  shall have been  approved,  either
specifically  or as a  transaction  which is  within  an  approved  category  of
transactions,  by a  majority  (whether  such  approval  is  made  prior  to  or
subsequent to the acquisition of, or announcement of or public disclosure of the
intention to acquire,  beneficial  ownership of the Voting Stock that caused the
Interested  Stockholder to become an Interested  Stockholder)  of the Continuing
Directors (as hereinafter defined).

               2. All of the following conditions shall have been met:

                    A. The  aggregate  amount of cash and the Fair Market  Value
(as  hereinafter  defined) as of the date of the  consummation  of the  Business
Combination of consideration other than cash to be received per share by holders
of Common  Stock in such  Business  Combination  shall be at least  equal to the
highest amount determined under clauses (i) and (ii) below:

                         (i)  (if   applicable)  the  highest  per  share  price
(including any brokerage  commissions,  transfer  taxes and soliciting  dealers'
fees) paid by or on behalf of the Interested Stockholder for any share of Common
Stock in  connection  with the  acquisition  by the  Interested  Stockholder  of
beneficial  ownership of shares of Common  Stock (x) within the two-year  period
immediately  prior to the first public  announcement  of the  proposed  Business
Combination  (the  "Announcement  Date") or (y) in the  transaction  in which it
became an  Interested  Stockholder,  whichever  is  higher,  in  either  case as
adjusted  for  any  subsequent  stock  split,  stock  dividend,  subdivision  or
reclassification with respect to Common Stock; and
                                      -20-
<PAGE>
                         (ii) The Fair Market Value per share of Common Stock on
the Announcement Date or on the date on which the Interested  Stockholder became
an Interested  Stockholder (the "Determination  Date"),  whichever is higher, as
adjusted  for  any  subsequent  stock  split,  stock  dividend,  subdivision  or
reclassification with respect to Common Stock.

                    B. The  aggregate  amount of cash and the Fair Market Value,
as of the date of the consummation of the Business Combination, of consideration
other  than cash to be  received  per share by holders of shares of any class or
series of outstanding  Capital Stock, other than Common Stock, shall be at least
equal to the highest amount determined under clauses (i) and (ii) below:

                         (i)  (if   applicable)  the  highest  per  share  price
(including any brokerage  commissions,  transfer  taxes and soliciting  dealers'
fees) paid by or on behalf of the Interested  Stockholder  for any share of such
class or series of  Capital  Stock in  connection  with the  acquisition  by the
Interested  Stockholder  of  beneficial  ownership of shares of such  Interested
Stockholder of beneficial ownership of shares of such class or series of Capital
Stock (x) within the two-year period  immediately prior to the Announcement Date
or (y) in  the  transaction  in  which  it  became  an  Interested  Stockholder,
whichever is higher,  in either case as adjusted for any subsequent stock split,
stock dividend,  subdivision or  reclassification  with respect to such class or
series of Capital Stock; and

                         (ii) the Fair  Market  value per share of such class or
series of Capital Stock on the Announcement Date or on the  Determination  Date,
whichever is higher, as adjusted for any subsequent stock split, stock dividend,
subdivision or reclassification  with respect to such class or series of Capital
Stock.

     The  provisions of this  Paragraph  (b)2.B shall be required to be met with
respect to every class or series of outstanding  Capital  Stock,  whether or not
the Interested  Stockholder has previously acquired beneficial  ownership of any
shares of a particular class or series of Capital Stock.

                    C.  The  consideration  to  be  received  by  holders  of  a
particular  class or series of outstanding  Capital Stock shall be in cash or in
the same form as  previously  has been  paid by or on  behalf of the  Interested
Stockholder in connection with its direct or indirect  acquisition of beneficial
ownership  of  shares  of  such  class  or  series  of  Capital  Stock.  If  the
consideration  so paid for shares of any class or series of Capital Stock varied
as to form, the form of consideration  for such class or series of Capital Stock
shall be either  cash or the form used to acquire  beneficial  ownership  of the
largest  number of shares of such  class or series of Capital  Stock  previously
acquired by the Interested Stockholder.

                    D.   After   the   Determination   Date  and  prior  to  the
consummation of such Business Combination:  (i) except as approved by a majority
of the Continuing Directors, there shall have been no failure to declare and pay
at the regular date therefor any dividends  (whether or not cumulative)  payable
in accordance with the terms of any outstanding  Capital Stock; (ii) there shall
have been no reduction in the annual rate or dividends  paid on the Common Stock
(except as necessary to reflect any stock split,  stock  dividend or subdivision
of the  Common  Stock),  except as  approved  by a  majority  of the  Continuing
Directors;  (iii)  there  shall  have been an  increase  in the  annual  rate of
dividends paid on the Common Stock as necessary to reflect any  reclassification

                                      -21-
<PAGE>
(including  any reverse stock split),  recapitalization,  reorganization  or any
similar  transaction  that has the effect of reducing the number of  outstanding
shares of Common  Stock,  unless the failure so to increase  such annual rate is
approved by a majority of the  Continuing  Directors;  and (iv) such  Interested
Stockholder  shall not have become the beneficial owner of any additional shares
of  Capital  Stock  except  as  part of the  transaction  that  results  in such
Interested  Stockholder  becoming  an  Interested  Stockholder  and  except in a
transaction that, after giving effect thereto,  would not result in any increase
in the Interested  Stockholder's percentage beneficial ownership of any class or
series of Capital Stock.

                    E. After the Determination Date, such Interested Stockholder
shall  not  have   received  the  benefit,   directly  or   indirectly   (except
proportionately  as a stockholder of the Corporation),  of any loans,  advances,
guarantees,  pledges or other  financial  assistance or any tax credits or other
tax advantages  provided by the  Corporation,  whether in  anticipation of or in
connection with such Business Combination or otherwise.

                    F. A proxy or information  statement describing the proposed
Business  Combination  and complying  with the  requirements  of the  Securities
Exchange Act of 1934, as amended, and the rules and regulations  thereunder (the
"Act") (or any subsequent  provisions  replacing such Act, rules or regulations)
shall be mailed to all stockholders of the Corporation at least 30 days prior to
the  consummation  of such  Business  Combination  (whether or not such proxy or
information  statement  is  required  to be  mailed  pursuant  to  such  Act  or
subsequent provisions).  The proxy or information statement shall contain on the
first page thereof,  in a prominent  place, any statement as to the advisability
(or inadvisability) of the Business  Combination that the Continuing  Directors,
or any of them, may choose to make and, if deemed advisable by a majority of the
Continuing  Directors,  the opinion of an investment  banking Firm selected by a
majority of the Continuing Directors as to the fairness (or not) of the terms of
the Business  Combination  from a financial  point of view to the holders of the
outstanding  shares of Capital Stock other than the Interested  Stockholder  and
its  Affiliates  or  Associates,  such  investment  banking  firm  to be  paid a
reasonable fee for its services by the Corporation.

                    G. Such Interested Stockholder shall not have made any major
change in the  Corporation's  business or equity capital  structure  without the
approval of a majority of the Continuing Directors.

          (c) For the purpose of this Article EIGHTH:

               1. The term "Business Combination" shall mean:

                    A. any merger or  consolidation  of the  Corporation  or any
Subsidiary (as hereinafter defined) with (i) any Interested  Stockholder or (ii)
any other corporation (whether or not itself an Interested Stockholder) which is
or after such merger or  consolidation  would be an Affiliate or Associate of an
Interested Stockholder; or

                                      -22-
<PAGE>
                    B. any sale, lease, exchange,  mortgage, pledge, transfer or
other disposition or security arrangement, investment, loan, advance, guarantee,
agreement to  purchase,  agreement to pay,  extension of credit,  joint  venture
participation  or  other   arrangement  (in  one  transaction  or  a  series  of
transactions)  with or for the  benefit  of any  Interested  Stockholder  or any
Affiliate or Associate of any  Interested  Stockholder  involving  any assets or
securities or commitments of the  Corporation,  any Subsidiary or any Interested
Stockholder or any Affiliate or Associate of any Interested  Stockholder  which,
together with all other such  arrangements  (including all  contemplated  future
events) has an aggregate Fair Market Value and/or involves aggregate commitments
of $10,000 or more or constitutes  more than ten percent (10%) of the book value
of the total assets (in the case of transactions involving assets or commitments
other than Capital Stock) or ten percent (10%) of the  stockholders'  equity (in
the case of  transactions  in  Capital  Stock) of the  entity in  question  (the
"Substantial   part"),   as  reflected  in  the  most  recent  fiscal  year  and
consolidated  balance sheet of such entity existing at the time the stockholders
of the  Corporation  would be  required  to approve or  authorize  the  Business
Combination  involving the assets,  securities,  obligations  and/or commitments
constituting any Substantial Part; or

                    C. the  adoption of any plan or proposal or the  liquidation
or  dissolution of the  Corporation or for any amendment to this  Certificate of
Incorporation  or  the  Bylaws  proposed  by  or  on  behalf  of  an  Interested
Stockholder or any Affiliate or Associate of any interested Stockholder; or

                    D. any reclassification of securities (including any reverse
stock  split),  or  recapitalization  of  the  Corporation,  or  any  merger  or
consolidation  of the  Corporation  with any of its  Subsidiaries  or any  other
transaction   (whether  or  not  with  or  otherwise   involving  an  Interested
Stockholder)  that has the effect,  directly or  indirectly,  of increasing  the
proportionate  share of any class or series of Capital Stock,  or any securities
convertible into Capital Stock or into equity securities of any Subsidiary, that
is  beneficially  owned  by  any  Interested  Stockholder  or any  Affiliate  or
Associate of any Interested Stockholder; or

                    E. any agreement,  contract or other  arrangement  providing
for any one or more of the actions specified in the foregoing clauses A to D.

               2. The term  "Capital  Stock" shall mean all capital stock of the
Corporation  authorized to be issued from time to time under  Article  FOURTH of
this Certificate of Incorporation.

               3.  The  term   "person"   shall  mean  any   individual,   firm,
corporation, or other entity and shall include any group comprised of any person
and any other person with whom such person or any Affiliate or Associate of such
person has any agreement, arrangement or understanding,  directly or indirectly,
for the purpose of acquiring, holding, voting or disposing of Capital Stock.

               4. The term "Interested Stockholder" shall mean any person (other
than the  Corporation  or any  Subsidiary  and  other  than any  profit-sharing,
employee stock  ownership or other employee  benefit plan of the  Corporation or
any  Subsidiary  or any trustee of, or fiduciary  with respect to, any such plan
when acting in such capacity) who (a) is or has announced or publicly  disclosed
a plan or intention to become the beneficial owner of Voting Stock  representing

                                      -23-
<PAGE>
ten percent (10%) or more of the votes entitled to be cast by the holders of all
the then outstanding shares of Voting Stock; or (b) is an Affiliate or Associate
of the Corporation and at any time within the two-year period  immediately prior
to the date in question,  was the beneficial owner of Voting Stock  representing
ten percent (10%) or more of the votes entitled to be cast by the holders of all
the then outstanding shares of Voting Stock.

               5. A person shall be a  "beneficial  owner" of any Capital  Stock
(a) which such person or any of its Affiliates or Associates  beneficially owns,
directly  or  indirectly;  (b) which  such  person or any of its  Affiliates  or
Associates has,  directly or indirectly,  (i) the right to acquire (whether such
right is  exercisable  immediately  or  subject  only to the  passage  of time),
pursuant to any agreement,  arrangement or understanding or upon the exercise of
conversion rights,  exchange rights,  warrants or options, or otherwise, or (ii)
the right to vote pursuant to any agreement,  arrangement or  understanding;  or
(c) which is  beneficially  owned,  directly or indirectly,  by any other person
with which such person or any of its Affiliates or Associates has any agreement,
arrangement or understanding  for the purpose of acquiring,  holding,  voting or
disposing  of any shares of  Capital  Stock.  For the  purposes  of  determining
whether a person is an  Interested  Stockholder  pursuant to Paragraph 4 of this
Section  (c),  the number of shares of Capital  Stock  deemed to be  outstanding
shall  include  shares  deemed   beneficially   owned  by  such  person  through
application  of this  Paragraph  5, but shall not  include  any other  shares of
Capital Stock that may be issuable  pursuant to any  agreement,  arrangement  or
understanding,  or upon exercise of conversion rights,  warrants or options,  or
otherwise.

               6.  The  terms  "Affiliate"  and  "Associates"   shall  have  the
respective  meaning  ascribed  to such terms in Rule  12b-2  under the Act as in
effect on the date that this Certificate of Incorporation is accepted for filing
by the  Delaware  Secretary of State (the term  "registrant"  in said Rule 12b-2
meaning in this case, the Corporation).

               7. The term "Subsidiary" means any company of which a majority of
any class of equity security is beneficially owned by the Corporation, PROVIDED,
HOWEVER,  that for the purposes of the definition of Interested  Stockholder set
forth in Paragraph 4 of this Section (c), the term "Subsidiary"  shall mean only
a company of which a majority of each class of equity  security is  beneficially
owned by the Corporation.

               8. The term  "Continuing  Director"  means (i) any  member of the
Board  of  Directors  on  the  date  of  the  filing  of  this   Certificate  of
Incorporation  with the Secretary of State of the State of Delaware and (ii) any
member of the Board of Directors who thereafter becomes a member of the Board of
Directors while such person is a member of the Board of Directors, who is not an
Affiliate or Associate or representative of the Interested Stockholder and was a
member  of the  Board  of  Directors  prior  to the  time  that  the  Interested
Stockholder  became  an  Interested  Stockholder,  and  (iii) a  successor  of a
Continuing  Director while such successor is a member of the Board of Directors,
who is  not an  Affiliate  or  Associate  or  representative  of the  Interested
Stockholder and is recommended or elected to succeed the Continuing  Director by
a majority of Continuing Directors.

               9. The term "Fair  Market  Value"  means (a) in the case of cash,
the amount of such cash;  (b) in the case of stock,  the  highest  closing  sale
price during the 30-day period  immediately  preceding the date in question of a

                                      -24-
<PAGE>
share of such stock on the  Composite  Tape for New York  Stock  Exchange-Listed
Stocks,  or, if such stock is not quoted on the Composite  Tape, on the New York
Stock  Exchange,  or,  if such  stock is not  listed  on such  Exchange,  on the
principal United States  securities  exchange  registered under the Act on which
such stock is listed, or, if such stock is not listed on any such exchange,  the
highest  closing bid quotation  with respect to a share of such stock during the
30-day  period  preceding  the date in question on the National  Association  of
Securities Dealers,  Inc. Automated Quotations System or any similar system then
in use, or if no such  quotations  are  available,  the fair market value on the
date in  question  of a share of such stock as  determined  by a majority of the
Continuing  Directors in good faith;  and (c) in the case of property other than
cash or stock, the fair market value of such property on the date in question as
determined in good faith by a majority of the Continuing Directors.

               10.  In the  event  of any  Business  Combination  in  which  the
Corporation survives,  the phase "consideration other than cash to be received,"
as used in paragraphs  2.A and 2.B of Section (b), of this Article  EIGHTH shall
include  the shares of Common  Stock  and/or  the  shares of any other  class or
series of Capital Stock retained by the holders of such shares.

               11. The term  "Voting  Stock"  means stock of any class or series
entitled to vote generally in the election of directors.

          (d) A majority of the  Continuing  Directors  shall have the power and
duty to  determine  for the  purposes  of this  Article  EIGHTH  on the basis of
information known to them after reasonable  inquiry,  (1) whether a person is an
Interested  Stockholder,  (2) the  number of shares  of  Capital  Stock or other
securities  beneficially  owned  by any  person,  (3)  whether  a  person  is an
Affiliate or Associate of another,  (4) whether the proposed  action is with, or
proposed  by, or on behalf of, an  Interested  Stockholder  or an  Affiliate  or
Associate  of an  Interested  Stockholder,  (5)  whether the assets that are the
subject of any Business  Combination  have, or the  consideration to be received
for the issuance or transfer of securities by the  Corporation or any Subsidiary
in any Business  Combination  has, an aggregate Fair Market Value of $10,000,000
or more and (6)  whether  the assets or  securities  that are the subject of any
Business Combination  constitute a Substantial Part. Any such determination made
in good faith shall be binding and conclusive on all parties.

          (e) Nothing  contained  in this  Article  EIGTH shall be  construed to
relieve any Interested Stockholder from any fiduciary obligation imposed by law.

          (f)  The  fact  that  any  Business   Combination  complies  with  the
provisions  of Section (b) of this  Article  EIGHTH  shall not be  construed  to
impose  any  fiduciary  duty,  obligation  or  responsibility  on the  Board  of
Directors,  or any member  thereof,  to approve  such  Business  Combination  or
recommend its adoption or approval to the stockholders of the  Corporation,  nor
shall such compliance  limit,  prohibit or otherwise  restrict in any manner the
Board of  Directors,  or any  member  thereof,  with  respect  to such  Business
Combination.

          (g) For the purposes of this Article EIGHTH, a Business Combination or
any  proposal to amend,  repeal or adopt any  provision of this  Certificate  of
Incorporation inconsistent with this Article EIGHTH (collectively, the "Proposed

                                      -25-
<PAGE>
Action") is presumed to have been  proposed  by, or on behalf of, an  Interested
Stockholder  or an  Affiliate or Associate  of an  Interested  Stockholder  or a
person who thereafter would become such if (1) after the Interested  Stockholder
became  such,  the  Proposed  Action is proposed  following  the election of any
director of the Corporation  who, with respect to such  Interested  Stockholder,
would not  quality  to serve as a  Continuing  Director  or (2) such  Interested
Stockholder,  Affiliate,  Associate  or  person  votes  for or  consents  to the
adoption of any such Proposed Action, unless as to such Interested  Stockholder,
Affiliate,  Associate or person, a majority of the Continuing  Directors makes a
good faith  determination  that such  Proposed  Action is not  proposed by or on
behalf of such Interested Stockholder,  Affiliate, Associate or person, based on
information known to them after reasonable inquiry.

          (h)  Notwithstanding  any  other  provisions  of this  Certificate  of
Incorporation  or the Bylaws of the Corporation  (and  notwithstanding  the fact
that a lesser  percentage  or separate  class vote may be specified by law, this
Certificate of Incorporation or the Bylaws of the corporation),  the affirmative
vote of the holders of not less than eighty  percent (80%) of the votes entitled
to be cast by the holders of all the then  outstanding  shares of Voting  Stock,
voting together as a single class,  excluding Voting Stock beneficially owned by
such Interested Stockholder,  shall be required to amend or repeal, or adopt any
provisions inconsistent with, this Article EIGHTH; provided,  however, that this
Section (h) shall not apply to, and such eighty  percent (80%) vote shall not be
required for, any amendment,  repeal or adoption unanimously  recommended by the
Board of Directors if all of such directors are persons who would be eligible to
serve as Continuing  Directors within the meaning of Section (c), Paragraph 8 of
this Article EIGHTH.

     NINTH:  Any action required or permitted to be taken by the stockholders of
the  Corporation  may be  effected  either at an annual or  special  meeting  of
stockholders  of  the  Corporation  or  by  unanimous  written  consent  of  the
stockholders.  Except  for  action  taken by  unanimous  written  consent of the
stockholders,  no action may be taken by the  stockholders  by written  consent.
Special  meetings of  stockholders  of the Corporation may be called only by the
Chairman of the Board,  if there be one, the President or the Board of Directors
pursuant to a resolution adopted by a majority of the total number of authorized
directors  (whether or not there exist any  vacancies in  previously  authorized
directorships  at the time any such  resolution  is  presented  to the  Board of
Directors for adoption).  Written notice of a special meeting stating the place,
date and hour of the meeting  and the purpose or purposes  for which the meeting
is  called  shall be given not less  than ten (10)  (unless  a longer  period is
required by law) nor more than sixty (60) days before the date of the meeting to
each stockholder entitled to vote at such a meeting.

     TENTH:  The  Corporation  has the power to  indemnify,  and to purchase and
maintain insurance for, its directors,  officers,  trustees, employees and other
persons and agents, and (without limiting the generality of the foregoing) shall
indemnify its directors and officers  against all liability,  damage and expense
arising  from or in  connection  with  service  for,  employment  by,  or  other
affiliation  with the  Corporation  or other  firms or  entities  to the maximum
extent and under all circumstances permitted by law.

                                      -26-
<PAGE>
     ELEVENTH:  The Corporation  reserves the right to amend,  alter,  change or
repeal any provision  contained in this  Certificate of  Incorporation or in the
Bylaws of the Corporation, in the manner now or hereafter prescribed by statute,
and all rights  conferred upon  stockholders  herein are granted subject to this
reservation,  provided,  however, that subject to the powers and rights provided
for herein with respect to Preferred  Stock issued by the  Corporation,  if any,
but notwithstanding anything else contained in this Certificate of Incorporation
to the contrary,  the affirmative vote of the holders of at least eighty percent
(80%) of the combined  voting power of all of the Voting Stock,  voting together
as a single  class,  shall be  required to alter,  amend,  rescind or repeal (i)
Article FOURTH,  Article SIXTH, Article SEVENTH,  Article EIGHTH, Article NINTH,
Article TENTH, or this Article ELEVENTH, or to adopt any provision  inconsistent
therewith and (ii) Sections 3 and 8 of Article II,  Section 1 of Article III and
Article  VIII  of the  Bylaws  of the  Corporation  or to  adopt  any  provision
inconsistent therewith.

     THE UNDERSIGNED,  being the incorporator named herein, does hereby make and
file this Certificate in accordance with the Delaware General Corporation Law.

     EXECUTED AND ACKNOWLEDGED this 25th day of July, 1991.

                                        /s/ Dennis R. Weyrauch
                                        ----------------------------------------
                                        Dennis R. Weyrauch, Incorporator

                                      -27-
<PAGE>
                             CERTIFICATE OF MERGER

                                       OF

                                 ARTISOFT, INC.
                  (AN ARIZONA CORPORATION; "ARTISOFT ARIZONA")

                                      INTO

                                 ARTISOFT, INC.
                  (A DELAWARE CORPORATION; "ARTISOFT DELAWARE")


                                   ----------

     Pursuant to Delaware  General  Corporation Law ss. 252,  Artisoft  Delaware
hereby certifies as follows:

     FIRST:  The name  and  state of  incorporation  of each of the  constituent
corporations are as follows:

                                 Artisoft, Inc.,
                             An Arizona corporation

                                 Artisoft, Inc.
                             A Delaware corporation

     SECOND:  An Agreement  and Plan of Merger has been  approved and adopted by
the board of directors of Artisoft  Delaware,  there being no shares of stock of
Artisoft  Delaware issued prior to the adoption by the board of directors of the
resolution  approving the Agreement and Plan of Merger,  and by the shareholders
and board of directors of Artisoft  Arizona in accordance with the provisions of
Delaware and Arizona law, respectively.

     THIRD: The name of the surviving Delaware corporation is Artisoft, Inc.

     FOURTH:  The  existing   Certificate  of  Incorporation  of  the  surviving
corporation shall be its Certificate of Incorporation.

     FIFTH:  The  executed  Agreement  and  Plan  of  Merger  is on  file at the
principal place of business of Artisoft Delaware,  which is 575 East River Road,
Tucson, Arizona 85704.

     SIXTH:  A copy of the  Agreement  and Plan of Merger will be  furnished  by
Artisoft Delaware,  on request and without cost, to any stockholder of either of
the constituent corporations.
<PAGE>
     SEVENTH: The authorized capital stock of Artisoft Arizona is as follows:

               CLASS AND PAR VALUE
                   OF SHARES                             NUMBER AUTHORIZED
                   ---------                             -----------------
         Common Stock, No Par Value                           200,000
         Preferred Stock, $1.00 Par Value                      50,000


Dated: July 25, 1991

                                        ARTISOFT, INC.,
                                        A Delaware corporation

                                        By: /s/ C. John Schoof, II
                                            ------------------------------------
                                            C. John Schoof II, President


ATTEST:

By: /s/ Dennis R. Weyrauch
    ------------------------------
    Dennis R. Weyrauch, Secretary

                                      -2-
<PAGE>
                           CERTIFICATE OF CANCELLATION
                   OF SHARES OF CONVERTIBLE PREFERRED STOCK OF
                                 ARTISOFT, INC.

     Pursuant to Section  243(b) of the Delaware  General  Corporation  Law, the
undersigned,  being duly elected Vice President and Secretary of Artisoft, Inc.,
a Delaware corporation (the "Corporation"), hereby certify that:

          1. Pursuant to its Certificate of  Incorporation,  the Corporation has
     authority  to  issue  and  previously  has  issued   8,566,400   shares  of
     Convertible Preferred Stock (the "Stock).

          2.  Pursuant  to  the  terms  of  the  Corporation's   Certificate  of
     Incorporation,  all of the  holders of the Stock have  converted  the Stock
     into shares of the  Corporation's  common stock by delivering  the Stock to
     the Corporation in exchange for shares of common stock.

          3. The Corporation's Certificate of Incorporation prohibits reissuance
     of the Stock, and the terms of the Certificate of Incorporation require the
     Stock  to  be  cancelled,   retired  or  eliminated  from  the  shares  the
     Corporation is authorized to issue.

     The undersigned  affirm and acknowledge,  under penalties of perjury,  that
this  instrument  is the act and deed of the  Corporation,  and  that the  facts
stated herein are true.

     DATED January 28, 1992.
                                        ARTISOFT, INC.,
                                        a Delaware corporation

                                        By /s/ William D. Baker
                                               ---------------------------------
                                               William D. Baker,
                                               Vice President and Chief
                                               Financial Officer

                                        By /s/ Dennis R. Weyrauch
                                           -------------------------------------
                                           Dennis R. Weyrauch,
                                           Secretary
<PAGE>
                CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES

                                AND PRIVILEGES OF

                     SERIES A PARTICIPATING PREFERRED STOCK

                                       OF

                                 ARTISOFT, INC.

     Pursuant  to Section  151 of the  General  Corporation  Law of the State of
Delaware

     We,  William C. Keiper and David K. Sentman,  the President and  Secretary,
respectively,  of Artisoft, Inc., a corporation organized and existing under the
General  Corporation  Law of the  State  of  Delaware,  in  accordance  with the
provisions of Section 103 thereof, DO HEREBY CERTIFY:

     That pursuant to the authority conferred upon the Board of Directors by the
Certificate  of  Incorporation  of the  said  Corporation,  the  said  Board  of
Directors on December 6, 1994 adopted the following resolution creating a series
of shares of Preferred  Stock  designated  as Series A  Participating  Preferred
Stock:

     "RESOLVED,  that pursuant to the authority vested in the Board of Directors
of the corporation by the Certificate of  Incorporation,  the Board of Directors
does hereby  provide  for the issue of a series of  Preferred  Stock,  $1.00 par
value,  of the Corporation to be designated  "Series A  Participating  Preferred
Stock",  initially  consisting  of  50,000  shares  and to the  extent  that the
designations,  powers, preferences and relative and other special rights and the
qualifications,  limitations  and  restrictions  of the  Series A  Participating
Preferred   Stock  are  not  stated  and   expressed  in  the   Certificate   of
Incorporation,  does hereby fix and herein state and express such  designations,
powers,   preferences   and   relative   and  other   special   rights  and  the
qualifications, limitations and restrictions thereof, as follows (all terms used
herein which are defined in the Certificate of Incorporation  shall be deemed to
have the meanings provided therein):

     Section 1.  DESIGNATION  AND  AMOUNT.  The shares of such  series  shall be
designated  as "Series A  Participating  Preferred  Stock",  par value $1.00 per
share, and the number of shares constituting such series shall be 50,000.

     Section 2. DIVIDENDS AND DISTRIBUTIONS.

          (A)  Subject  to the prior and  superior  right of the  holders of any
shares of any series of Preferred Stock ranking prior and superior to the shares
of Series A Participating Preferred Stock with respect to dividends, the holders
of shares of Series A Participating Preferred Stock shall be entitled to receive
when,  as and if  declared  by the  Board  of  Directors  out of  funds  legally
available for the purpose,  quarterly  dividends payable in cash on the last day
of  September,  December,  March and June in each  year  (each  such date  being
referred to herein as a "Quarterly  Dividend  Payment Date"),  commencing on the
first  Quarterly  Dividend  Payment Date after the first  issuance of a share or
fraction of a share of Series A Participating  Preferred Stock, in an amount per
share  (rounded to the nearest  cent) equal to,  subject to the  provisions  for
adjustment  hereinafter set forth, 1,000 times the aggregate per share amount of
<PAGE>
all cash  dividends,  and 1,000 times the aggregate per share amount (payable in
kind) of all  non-cash  dividends or other  distributions  other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding  shares of
Common Stock (by reclassification or otherwise), declared on the Common Stock of
the Corporation (the "Common Stock") since the immediately  preceding  Quarterly
Dividend Payment Date, or, with respect to the first Quarterly  Dividend Payment
Date,  since the first  issuance of any share or fraction of a share of Series A
Participating  Preferred  Stock. In the event the Corporation  shall at any time
after December 6, 1994 (the "Rights  Declaration Date") (i) declare any dividend
on  Common  Stock  payable  in  shares  of  Common  Stock,  (ii)  subdivide  the
outstanding  Common Stock, or (iii) combine the outstanding  Common Stock into a
smaller number of shares,  then in each such case the amount to which holders of
shares of Series A Participating Preferred Stock were entitled immediately prior
to such event under the preceding sentence shall be adjusted by multiplying such
amount by a fraction,  the  numerator of which is the number of shares of Common
Stock  outstanding  immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding  immediately prior to
such event.

          (B) The  Corporation  shall declare a dividend or  distribution on the
Series A  Participating  Preferred  Stock as  provided  in  paragraph  (A) above
immediately  after it declares a dividend or  distribution  on the Common  Stock
(other than a dividend payable in shares of Common Stock).

          (C) Dividends  shall begin to accrue and be cumulative on  outstanding
shares of Series A  Participating  Preferred  Stock from the Quarterly  Dividend
Payment  Date  next  preceding  the  date of issue of such  shares  of  Series A
Participating  Preferred Stock, unless the date of issue of such shares is prior
to the record date for the first Quarterly  Dividend Payment Date, in which case
dividends  on such  shares  shall begin to accrue from the date of issue of such
share, or unless the date of issue is a Quarterly  Dividend Payment Date or is a
date after the record date for the  determination of holders of shares of Series
A  Participating  Preferred  Stock entitled to receive a quarterly  dividend and
before such  Quarterly  Dividend  Payment  Date,  in either of which events such
dividends shall begin to accrue and be cumulative  from such Quarterly  Dividend
Payment Date.  Accrued but unpaid  dividends shall not bear interest.  Dividends
paid on the shares of Series A  Participating  Preferred Stock in an amount less
than the total amount of such  dividends at the time accrued and payable on such
shares  shall be  allocated  pro rata on a  share-by-share  basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Series A Participating Preferred Stock
entitled to receive  payment of a dividend  or  distribution  declared  thereon,
which  record  date  shall no more than 30 days  prior to the date fixed for the
payment thereof.

     Section 3. VOTING RIGHTS.  The holders of shares of Series A  Participating
Preferred Stock shall have the following voting rights:

          (A) Subject to the provision  for  adjustment  hereinafter  set forth,
each share of Series A  Participating  Preferred  Stock shall entitle the holder
thereof to 1,000 votes on all matters submitted to a vote of the stockholders of
the Corporation. In the event the Corporation shall at any time after the Rights

                                      -2-
<PAGE>
Declaration  Date (i) declare any dividend on Common Stock  payable in shares of
Common Stock, (ii) subdivide the outstanding  Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the  number  of  votes  per  share  to  which  holders  of  shares  of  Series A
Participating  Preferred  Stock were  entitled  immediately  prior to such event
shall be adjusted by  multiplying  such number by a fraction,  the  numerator of
which is the number of share of Common Stock outstanding  immediately after such
event and the  denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

          (B) Except as  otherwise  provided  herein or by law,  the  holders of
shares of Series A  Participating  Preferred  Stock and the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a vote
of stockholders of the Corporation.

          (C)  Except as  required  by law,  holders  of Series A  Participating
Preferred  Stock shall have no special voting rights and their consent shall not
be  required  (except to the extent they are  entitled  to vote with  holders of
Common Stock as set forth herein) for taking any corporate action.

     Section 4. CERTAIN RESTRICTIONS.

          (A) The  Corporation  shall not  declare  any  dividend  on,  make any
distribution  on, or redeem or purchase or otherwise  acquire for  consideration
any shares of Common Stock after the first  issuance of a share or fraction of a
share of Series A Participating Preferred Stock unless concurrently therewith it
shall  declare a  dividend  on the  Series A  Participating  Preferred  Stock as
required by Section 2 hereof.

          (B) Whenever  quarterly  dividends or other dividends or distributions
payable on the Series A  Participating  Preferred Stock as provided in Section 2
are in  arrears,  thereafter  and until all  accrued  and unpaid  dividends  and
distributions,  whether  declared  or  not  declared,  on  shares  of  Series  A
Participating  Stock  outstanding  shall have been paid in full, the Corporation
shall not

               (i) declare or pay dividends on, make any other distributions on,
or redeem or purchase or otherwise acquire for consideration any shares of stock
ranking  junior  (either as to dividends  or upon  liquidation,  dissolution  or
winding up) to the Series A Participating Stock;

               (ii) declare or pay dividends on, make any other distributions on
any  shares  of  stock  ranking  on a parity  (either  as to  dividends  or upon
liquidation,  dissolution or winding up) with Series A  Participating  Preferred
Stock and all such parity stock on which  dividends are payable or in arrears in
proportion to the total amounts to which the holders of all such shares are then
entitled;

               (iii) redeem or purchase or otherwise  acquire for  consideration
shares  of any  stock  ranking  on a  parity  (either  as to  dividends  or upon
liquidation,  dissolution  or  winding  up)  with  the  Series  A  Participating
Preferred Stock, provided that the Corporation may at any time redeem,  purchase

                                      -3-
<PAGE>
or otherwise  acquire  shares of any such parity stock in exchange for shares of
any stock of the  Corporation  ranking  junior  (either as to  dividends or upon
dissolution,  liquidation or winding up) to the Series A Participating Preferred
Stock;

               (iv) purchase or otherwise  acquire for  consideration any shares
of Series A Participating  Preferred  Stock, or any shares of stock ranking on a
parity with the Series A  Participating  Preferred  Stock,  except in accordance
with a purchase  offer made in writing or by  publication  (as determined by the
Board of  Directors)  to all holders of such shares upon such terms as the Board
of Directors,  after  consideration of the respective  annual dividend rates and
other relative  rights and  preferences  of the  respective  series and classes,
shall determine in good faith will result in fair and equitable  treatment among
the respective series or classes.

          (C) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise  acquire for  consideration  any shares of stock of the
Corporation  unless the Corporation could under paragraph (A) of this Section 4,
purchase of otherwise acquire such shares at such time and in such manner.

     Section  5.  REACQUIRED  SHARES.  Any  shares  of  Series  A  Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.
All such shares shall upon their  cancellation  become  authorized  but unissued
shares  of  Preferred  Stock  and may be  reissued  as part of a new  series  of
Preferred  Stock to be  created by  resolution  or  resolutions  of the Board of
Directors,  subject to the  conditions  and  restrictions  on issuance set forth
herein.

     Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP.

          (A) Upon any  liquidation  (voluntary or  otherwise),  dissolution  or
winding up of the Corporation,  no distribution  shall be made to the holders of
shares of stock  ranking  junior  (either as to dividends  or upon  liquidation,
dissolution or winding up) to the Series A Participating Preferred Stock unless,
prior thereto,  the holders of shares of Series A Participating  Preferred Stock
shall  have  received  an amount  equal to  accrued  and  unpaid  dividends  and
distributions  thereon,  whether or not  declared,  to the date of such payment,
plus an amount  equal to the greater of (1) $1,000 per share,  provided  that in
the event the Corporation does not have sufficient assets,  after payment of its
liabilities and  distribution to holders of Preferred Stock ranking prior to the
Series A Participating  Preferred Stock,  available to permit payment in full of
the $1,000 per share amount,  the amount  required to be paid under this Section
6(A)(1) shall,  subject to Section 6(B) hereof, equal the value of the amount of
available  assets  divided  by the  number  of  outstanding  shares  of Series A
Participating  Preferred  Stock or (2) subject to the  provisions for adjustment
hereinafter  set  forth,  1,000  times  the  aggregate  per  share  amount to be
distributed  to the  holders  of Common  Stock (the  greater of (1) or (2),  the
"Series A Liquidation  Preference").  In the event the Corporation  shall at any
time after the Rights  Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding  Common Stock,
or (iii) combine the  outstanding  Common Stock into a smaller number of shares,
then in each  such  case the  amount  to which  holders  of  shares  of Series A
Participating  Preferred  Stock were  entitled  immediately  prior to such event
under clause (2) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction  the  numerator  of which is the number of shares of Common

                                      -4-
<PAGE>
Stock that were outstanding  immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding  immediately
prior to such event.

          (B) In the  event,  however,  that  there  are not  sufficient  assets
available to permit  payment in full of the Series A Liquidation  Preference and
the  liquidation  preferences  of all other series of Preferred  Stock,  if any,
which rank on a parity with the Series A  Participating  Preferred  Stock,  then
such remaining assets shall be distributed ratably to the holders of such parity
shares in proportion of their respective liquidation preferences.

     Section 7. CONSOLIDATION  MERGER,  ETC. In case the Corporation shall enter
into any  consolidation,  merger,  combination or other transaction in which the
shares  of  Common  Stock are  exchanged  for or  changed  into  other  stock or
securities,  cash and/or any other property, then in any such case the shares of
Series A  Participating  Preferred  Stock  shall at the same  time be  similarly
exchanged  or changed  in an amount  per share  (subject  to the  provision  for
adjustment  hereinafter set forth) equal to 1,000 times the aggregate  amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be,  into  which or for which  each  share of  Common  Stock is  changed  or
exchanged.  In the  event the  Corporation  shall at any time  after the  Rights
Declaration  Date (i) declare any dividend on Common Stock  payable in shares of
Common Stock, (ii) subdivide the outstanding  Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount set forth in the  preceding  sentence with respect to the exchange or
change of shares of Series A Participating  Preferred Stock shall be adjusted by
multiplying  such amount by a fraction  the  numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

     Section 8. NO REDEMPTION.  The shares of Series A  Participating  Preferred
Stock shall not be redeemable.

     Section 9. RANKING.  The Series A Participating  Preferred Stock shall rank
junior  to all  other  series  of the  Corporation's  Preferred  Stock as to the
payment of dividends  and the  distribution  of assets,  unless the terms of any
such series shall provide otherwise.'

     Section 10. AMENDMENT.  The Certificate of Incorporation of the Corporation
shall not be further  amended  in any manner  which  would  materially  alter or
change the powers,  preferences or special rights of the Series A  Participating
Preferred Stock so as to affect them adversely  without the affirmative  vote of
the  holders  of a  majority  or more of the  outstanding  shares  of  Series  A
Participating Preferred Stock, voting separately as a class.

     Section 11. FRACTIONAL SHARES.  Series A Participating  Preferred Stock may
be issued in fractions of a share which will entitle the holder,  in  proportion
to  such  holders'  fractional  shares,  to  exercise  voting  rights,   receive
dividends,  participate  in  distributions  and to have the benefit of all other
rights of holders of Series A Participating Preferred Stock.

                                      -5-
<PAGE>
     IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do
affirm the  foregoing  as true under the  penalties  or perjury this 27th day of
December, 1994.

                                        /s/ William C. Keiper
                                        ----------------------------------------
                                        WILLIAM C. KEIPER, President

ATTEST:

/s/ David K. Sentman
----------------------------------
David K. Sentman, Secretary

                                      -6-
<PAGE>
               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

                                       OF

                      SERIES B CONVERTIBLE PREFERRED STOCK

                                       OF

                                 ARTISOFT, INC.

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)


     Artisoft,  Inc., a corporation organized and existing under the laws of the
State of Delaware (the "Company"),  hereby certifies that, pursuant to authority
vested  in the  Board of  Directors  of the  Company  by  Article  FOURTH of the
Certificate  of  Incorporation  of the Company,  the  following  resolution  was
adopted as of August 6, 2001 by the Board of Directors  of the Company  pursuant
to Section 151 of the Delaware General Corporation Law:

     "RESOLVED that,  pursuant to authority  vested in the Board of Directors of
the Company by Article FOURTH of the Company's Certificate of Incorporation, out
of the total authorized  number of 11,433,600 shares of Company preferred stock,
par value  $1.00 per share  ("Preferred  Stock"),  there shall be  designated  a
series of  2,800,000  shares  which shall be issued in and  constitute  a single
series to be known as "Series B Convertible Preferred Stock" (hereinafter called
the "Series B Preferred Stock"). The shares of Series B Preferred Stock have the
voting  powers,   designations,   preferences  and  other  special  rights,  and
qualifications, limitations and restrictions thereof set forth below:

     1. CERTAIN DEFINITIONS.

     As used in this  Certificate  of  Designations,  Preferences  and Rights of
Series B Convertible  Preferred  Stock of Artisoft,  Inc.,  the following  terms
shall have the respective meanings set forth below:

     "AVERAGE  PRICE" means,  with respect to any shares of stock or securities,
including the Common Stock (as defined below), on any date of determination, the
average for the ten (10)  consecutive  Trading Days (as defined below) preceding
and including such date of  determination of the closing bid prices per share on
the principal national securities  exchange or inter-dealer  quotation system on
which such stock or security is listed or admitted to trading,  or if not listed
or  admitted to trading on any  national  securities  exchange  or  inter-dealer
quotation system or if closing bid prices are not available, the average for the
<PAGE>
ten  (10)  consecutive   Trading  Days  preceding  and  including  the  date  of
determination  of the average of the  closing bid and asked  prices per share or
security in the  over-the-counter  market as published by the National Quotation
Service or the OTC Bulletin  Board or, if no such  quotations  are  published or
furnished, by any New York Stock Exchange member firm selected from time to time
by the Company for that purpose.

     "COMMON  STOCK" means the common stock,  $0.01 par value per share,  of the
Company,  including  the  stock  into  which  the  Series B  Preferred  Stock is
convertible,  and any  capital  stock  of any  class  of the  Company  hereafter
authorized that shall not be entitled to a fixed sum in respect of the rights of
the holders thereof to participate in dividends or in the distribution of assets
upon the voluntary or involuntary liquidation,  dissolution or winding up of the
Company.

     "CURRENT  MARKET  PRICE" shall mean,  with respect to any shares of capital
stock  or other  securities,  (i) if such  stock or  securities  are  listed  or
admitted  to  trading  on a  national  securities  exchange  or an  inter-dealer
quotation system or traded in the over-the-counter market, the Average Price per
share or  security,  as the case may be, at the close of trading on the  Trading
Day on which the relevant  determination  is to be made or, if such day is not a
Trading Day,  the Trading Day  immediately  preceding  such day and (ii) if such
stock or security is not so listed, admitted or traded, the fair market value of
such stock or security as determined by the Company after  consultation with the
holders of a majority in  interest  of the Series B Preferred  Stock or, if such
parties  cannot agree,  as determined  by an  Independent  Appraiser (as defined
below).

     "EXCLUDED  STOCK" means (A) capital  stock,  Options (as defined in Section
4D(1)) or  Convertible  Securities  (as  defined  in  Section  4D(1))  issued to
directors,  officers, employees or consultants of the Company in connection with
their  service as directors of the Company,  their  employment by the Company or
their retention as consultants by the Company pursuant to an equity compensation
program  approved by the Board of Directors  of the Company or the  compensation
committee of the Board of  Directors of the Company,  (B) shares of Common Stock
issued upon the  conversion  or exercise  of Options or  Convertible  Securities
issued prior to the date hereof,  (C) securities issued pursuant to that certain
Purchase  Agreement  dated August 8, 2001,  among the Company and the  Investors
named therein (the "Purchase Agreement") and securities issued upon the exercise
or  conversion  of those  securities,  (D)  securities  issued or  issuable as a
dividend  or  distribution  on the Series B Preferred  Stock,  and (E) shares of
Common  Stock  issued or issuable by reason of a dividend,  stock split or other
distribution  on shares  of Common  Stock  (but only to the  extent  that such a
dividend, split or distribution results in an adjustment in the Conversion Price
pursuant to the other provisions of this Series B Preferred Stock).

     "INDEPENDENT APPRAISER" means an investment banking firm, appraisal firm or
any other financial expert of recognized national standing in the United States,
selected  by the  holders of a  majority  of the  Series B  Preferred  Stock and
reasonably  acceptable  to the  Company,  that  does  not (or  whose  directors,
officers,  employees,  affiliates  or  stockholders  do not)  have a  direct  or
indirect material financial interest in the Company or a 5% or greater holder of
Series B Preferred Stock, who has not been, and, at the time called upon to give
independent  financial  advice to the  Company or a holder of Series B Preferred
Stock, is not (and none of its directors,  officers,  affiliates or stockholders
are) a  promoter,  director  or officer  of the  Company or a holder of Series B
Preferred Stock.

                                      -2-
<PAGE>
     "TRADING  DAY" means (i) if the  relevant  stock or  security  is listed or
admitted  for  trading  on the New York  Stock  Exchange  or any other  national
securities exchange, a day on which such exchange is open for business;  (ii) if
the relevant  stock or security is quoted on the NASDAQ  National  Market or any
other system of automated  dissemination  of quotations of securities  prices, a
day on  which  trades  may be  effected  through  such  system;  or (iii) if the
relevant stock or security is not listed or admitted for trading on any national
securities  exchange or quoted on the NASDAQ National Market or any other system
of automated dissemination of quotation of securities prices, a day on which the
relevant  stock or security  is traded in a regular way in the  over-the-counter
market and for which a closing  bid and a closing  asked price for such stock or
security are available.

     2. DIVIDENDS.

     Dividends  on the Series B Preferred  Stock shall be declared and paid from
time to time as  determined  by the  Company's  Board of Directors  out of funds
legally available therefor.  The Company shall not declare, pay or set aside any
dividends  or  distributions  on shares of Common  Stock  (other than  dividends
payable  solely in  shares of Common  Stock),  unless  the  holders  of Series B
Preferred  Stock  first  receive,  or  simultaneously  receive,  a  dividend  or
distribution on each outstanding  share of Series B Preferred Stock equal to the
product of (i) the per share dividend or  distribution  to be declared,  paid or
set aside  for the  Common  Stock,  multiplied  by (ii) the  number of shares of
Common  Stock  into  which  such  share  of  Series  B  Preferred  Stock is then
convertible.

     3.  LIQUIDATION.  Upon any  liquidation,  dissolution  or winding up of the
Company, whether voluntary or involuntary, the holders of the shares of Series B
Preferred Stock shall be entitled, before any distributions shall be made to the
holders of the Common  Stock,  or any other class or series of capital  stock of
the  Company  ranking  junior  to  the  Series  B  Preferred  Stock  as to  such
distributions,  to be paid an amount equal to $2.50 per share (the  "Liquidation
Preference")  (appropriately  adjusted  to reflect the  occurrence  of any stock
split, stock dividend, stock combination,  stock subdivision or like occurrences
affecting the Series B Preferred Stock).  If upon such liquidation,  dissolution
or winding up of the Company, whether voluntary or involuntary, the assets to be
distributed  among the holders of the Series B Preferred  Stock and any class or
series of capital stock ranking on a parity with the Series B Preferred Stock as
to such distributions  shall be insufficient to permit payment to the holders of
the Series B  Preferred  Stock and any such class or series of capital  stock of
their respective liquidation amount, then the entire assets of the Company to be
distributed  shall be distributed  pro rata to the holders of Series B Preferred
Stock and the  holders  of such class or series of  capital  stock  ranking on a
parity with the Series B Preferred Stock as to such  distributions  according to
the preferential amounts due thereon. Unless waived in writing by the holders of
a majority of the Series B Preferred Stock then outstanding,  voting together as
one  class,  a  consolidation  or merger of the  Company  into or with any other
entity  or  entities,  or  the  sale  or  transfer  by  the  Company  of  all or
substantially all of its assets,  in each case under  circumstances in which the
holders of a majority in voting power of the  outstanding  capital  stock of the
Company,  immediately  prior to such a merger,  consolidation  or sale, own less

                                      -3-
<PAGE>
than a  majority  in  voting  power  of the  outstanding  capital  stock  of the
corporation or the surviving or resulting  corporation or acquirer,  as the case
may be,  immediately  following such a merger,  consolidation or sale (each such
transaction being hereinafter referred to as a "Corporate Transaction") shall be
deemed to be a liquidation within the meaning of this Section 3.

     4. CONVERSION.

          4A.  RIGHT TO  CONVERT.  Subject to the terms and  conditions  of this
     paragraph 4A, the holder of any share or shares of Series B Preferred Stock
     shall have the right, at its option at any time, to convert any such shares
     of  Series  B   Preferred   Stock  into  such  number  of  fully  paid  and
     nonassessable  whole shares of Common  Stock as is obtained by  multiplying
     the number of shares of Series B Preferred  Stock so to be converted by the
     Liquidation  Preference per share and dividing the result by the conversion
     price  of $2.50  per  share  or,  if there  has been an  adjustment  of the
     conversion price, by the conversion price as last adjusted and in effect at
     the date any share or shares of Series B  Preferred  Stock are  surrendered
     for conversion (such price, or such price as last adjusted,  being referred
     to herein as the "Conversion  Price").  Such rights of conversion  shall be
     exercised  by  the  holder   thereof  by  surrender  of  a  certificate  or
     certificates for the shares to be converted to the Company at its principal
     office (or such other  office or agency of the  Company as the  Company may
     designate  by notice in  writing  to the  holder or holders of the Series B
     Preferred  Stock) at any time during its usual  business  hours on the date
     set forth in such  notice,  together  with a properly  completed  notice of
     conversion in the form attached to the Series B Preferred Stock certificate
     with a statement of the name or names (with address), subject to compliance
     with  applicable  laws to the  extent  such  designation  shall  involve  a
     transfer,  in which the  certificate or  certificates  for shares of Common
     Stock, shall be issued.

          4B. ISSUANCE OF CERTIFICATES; TIME CONVERSION EFFECTED. Promptly after
     the  receipt  by  the  Company  of  the  written  notice   referred  to  in
     subparagraph 4A and surrender of the  certificate or  certificates  for the
     share or  shares  of the  Series B  Preferred  Stock to be  converted,  the
     Company shall issue and deliver,  or cause to be issued and  delivered,  to
     the  holder,  registered  in such name or names as such  holder may direct,
     subject to compliance with  applicable laws to the extent such  designation
     shall involve a transfer,  a certificate or certificates  for the number of
     whole shares of Common Stock  issuable upon the conversion of such share or
     shares of Series B Preferred  Stock.  To the extent  permitted by law, such
     conversion  shall be deemed to have been effected and the Conversion  Price
     shall be  determined  as of the close of business on the date on which such
     written notice shall have been received by the Company and the  certificate
     or certificates  for such shares shall have been  surrendered as aforesaid,
     and at such time the Series B Preferred  Stock rights of the holder of such
     share or shares  shall  cease,  and the  person or persons in whose name or
     names any certificate or  certificates  for shares of Common Stock shall be
     issuable upon such conversion  shall be deemed to have become the holder or
     holders of record of the shares represented thereby.

          4C. FRACTIONAL SHARES;  DIVIDENDS;  PARTIAL CONVERSION.  No fractional
     shares shall be issued upon conversion of the Series B Preferred Stock into
     Common  Stock,  and the number of shares of Common Stock to be issued shall
     be rounded down to the nearest whole share. In case the number of shares of

                                      -4-
<PAGE>
     Series B Preferred  Stock  represented by the  certificate or  certificates
     surrendered  pursuant  to  subparagraph  4A  exceeds  the  number of shares
     converted,  the Company shall upon such conversion,  execute and deliver to
     the holder thereof at the expense of the Company, a new certificate for the
     number of shares of Series B Preferred Stock represented by the certificate
     or certificates surrendered which are not to be converted.

          4D.  ADJUSTMENT OF PRICE UPON ISSUANCE.  If the Company shall issue or
     sell, or is, in accordance  with  subparagraphs  4D(1) through 4D(7) below,
     deemed to have  issued or sold,  any shares  ("Additional  Common  Shares")
     other than Excluded Stock without  consideration or for a consideration per
     share less than the  Conversion  Price in effect  immediately  prior to the
     time of such issue or sale, then the Conversion Price in effect immediately
     prior to each such issuance shall be reduced,  concurrently with such issue
     or sale,  to the lowest  price per share at which any share of Common Stock
     was  issued or sold or deemed to be issued or sold.  No  adjustment  of the
     Conversion Price,  however,  shall be made in an amount less than $0.01 per
     share, and any such lesser adjustment shall be carried forward and shall be
     made at the time and together  with the next  subsequent  adjustment  which
     together with any  adjustments so carried forward shall amount to $0.01 per
     share or more.

          For purposes of this  subparagraph 4D, the following  paragraphs 4D(1)
     to 4D(7) shall also be applicable:

          4D(1)  ISSUANCE OF RIGHTS OR OPTIONS.  In case at any time the Company
     shall in any manner grant  (directly  and not by  assumption in a merger or
     otherwise) any warrants or other rights to subscribe for or to purchase, or
     any  options for the  purchase  of,  Common  Stock or any stock or security
     convertible into or exchangeable for Common Stock (such warrants, rights or
     options being called "Options" and such  convertible or exchangeable  stock
     or securities being called  "Convertible  Securities")  whether or not such
     Options or the right to convert or exchange any such Convertible Securities
     are immediately exercisable, and the price per share for which Common Stock
     is issuable  upon the  exercise of such Options or upon the  conversion  or
     exchange of such Convertible Securities (determined by dividing (i) the sum
     (which sum shall constitute the applicable  consideration) of (x) the total
     amount,  if any, received or receivable by the Company as consideration for
     the granting of such Options,  plus (y) the aggregate  amount of additional
     consideration payable to the Company upon the exercise of all such Options,
     plus  (z),  in the  case  of  such  Options  which  relate  to  Convertible
     Securities,  the  aggregate  amount of  additional  consideration,  if any,
     payable upon the issue or sale of such Convertible  Securities and upon the
     conversion or exchange thereof,  by (ii) the total maximum number of shares
     of Common  Stock  issuable  upon the  exercise of such  Options or upon the
     conversion or exchange of all such Convertible Securities issuable upon the
     exercise of such Options) shall be less than the Conversion Price in effect
     immediately  prior to the time of the  granting of such  Options,  then the
     total number of shares of Common Stock  issuable  upon the exercise of such
     Options  or  upon  conversion  or  exchange  of the  total  amount  of such
     Convertible  Securities issuable upon the exercise of such Options shall be
     deemed  to have  been  issued  for such  price  per share as of the date of

                                      -5-
<PAGE>
     granting of such Options or the issuance of such Convertible Securities and
     thereafter  shall be deemed to be outstanding for purposes of adjusting the
     Conversion  Price.  Except as otherwise  provided in subsection  4D(3),  no
     adjustment of the  Conversion  Price shall be made upon the actual issue of
     such Common Stock or of such  Convertible  Securities upon exercise of such
     Options or upon the actual  issue of such Common Stock upon  conversion  or
     exchange of such Convertible Securities.

          4D(2) ISSUANCE OF CONVERTIBLE SECURITIES. In case the Company shall in
     any manner issue  (directly and not by assumption in a merger or otherwise)
     or sell any Convertible  Securities,  whether or not the rights to exchange
     or convert any such Convertible Securities are immediately exercisable, and
     the price per share for which Common Stock is issuable upon such conversion
     or exchange (determined by dividing (i) the sum (which sum shall constitute
     the  applicable   consideration)  of  (x)  the  total  amount  received  or
     receivable  by the Company as  consideration  for the issue or sale of such
     Convertible  Securities,  plus  (y)  the  aggregate  amount  of  additional
     consideration,  if any,  payable  to the  Company  upon the  conversion  or
     exchange  thereof,  by (ii) the total  number  of  shares  of Common  Stock
     issuable  upon  the   conversion  or  exchange  of  all  such   Convertible
     Securities)  shall be less than the Conversion Price in effect  immediately
     prior to the time of such issue or sale,  then the total maximum  number of
     shares of Common Stock  issuable  upon  conversion  or exchange of all such
     Convertible  Securities  shall be deemed to have been issued for such price
     per  share  as of the  date  of the  issue  or  sale  of  such  Convertible
     Securities and thereafter shall be deemed to be outstanding for purposes of
     adjusting  the  Conversion  Price,  provided  that (a) except as  otherwise
     provided in subsection  4D(3), no adjustment of the Conversion  Price shall
     be made upon the actual  issuance of such Common Stock upon  conversion  or
     exchange of such  Convertible  Securities and (b) no further  adjustment of
     the  Conversion  Price  shall  be made by  reason  of the  issue or sale of
     Convertible  Securities  upon  exercise of any Options to purchase any such
     Convertible  Securities for which  adjustments of the Conversion Price have
     been made pursuant to other provisions of this subsection 4D.

          4D(3) CHANGE IN OPTION PRICE OR CONVERSION RATE. Upon the happening of
     any of the following events,  namely, if the purchase price provided for in
     any  Option  referred  to  in  subsection  4D(l)  hereof,   the  additional
     consideration,  if any,  payable  upon the  conversion  or  exchange of any
     Convertible  Securities  referred to in subsections  4D(l) or 4D(2), or the
     rate at which  Convertible  Securities  referred to in subsections 4D(l) or
     4D(2) are convertible into or exchangeable for Common Stock shall change at
     any time  (including,  but not  limited to,  changes  under or by reason of
     provisions  designed to protect against dilution),  the Conversion Price in
     effect at the time of such  event  shall  forthwith  be  readjusted  to the
     Conversion  Price  which  would  have  been in effect at such time had such
     Options or  Convertible  Securities  still  outstanding  provided  for such
     changed purchase price, additional consideration or conversion rate, as the
     case  may be,  at the  time  initially  granted,  issued  or  sold.  On the
     termination  of any Option for which any  adjustment  was made  pursuant to
     this  subsection  4(D) or any right to convert or exchange any  Convertible
     Securities for which any  adjustment  was made pursuant to this  subsection
     4(D)  (including  without  limitation  upon the  redemption or purchase for
     consideration  of all such  Convertible  Securities  by the  Company),  the
     Conversion Price then in effect hereunder shall forthwith be changed to the

                                      -6-
<PAGE>
     Conversion  Price  which  would  have  been in  effect  at the time of such
     termination  had such  Option  or  Convertible  Securities,  to the  extent
     outstanding immediately prior to such termination, never been issued.

          4D(4)  SUBDIVISION OR COMBINATION OF STOCK.  In case the Company shall
     at any time subdivide its outstanding shares of Common Stock into a greater
     number of shares or shall  declare  or pay a  dividend  on its  outstanding
     shares of Common Stock  payable in shares of Common Stock,  the  Conversion
     Price  in  effect   immediately   prior  to  such   subdivision   shall  be
     proportionately reduced, and conversely,  in case the outstanding shares of
     Common  Stock of the  Company  shall be combined  into a smaller  number of
     shares,   the  Conversion  Price  in  effect   immediately  prior  to  such
     combination shall be proportionately increased.

          4D(5)  CONSIDERATION  FOR STOCK.  In case any shares of Common  Stock,
     Options or  Convertible  Securities  shall be issued or sold for cash,  the
     consideration  received  therefor  shall  be  deemed  to be the net  amount
     received by the Company therefor, after deduction therefrom of any expenses
     incurred or any underwriting  commissions or concessions paid or allowed by
     the Company in  connection  therewith.  In case any shares of Common Stock,
     Options  or  Convertible   Securities   shall  be  issued  or  sold  for  a
     consideration  other than cash, the amount of the consideration  other than
     cash  received by the Company  shall be deemed to be the fair value of such
     consideration  as determined in good faith by the Board of Directors of the
     Company,  after  deduction  of any  expenses  incurred or any  underwriting
     commissions  or  concessions  paid or allowed by the Company in  connection
     therewith. In case any Options shall be issued in connection with the issue
     and  sale of other  securities  of the  Company,  together  comprising  one
     integral  transaction  in which no specific  consideration  is allocated to
     such Options by the parties  thereto,  such Options shall be deemed to have
     been issued for such consideration as determined in good faith by the Board
     of Directors of the Company.

          4D(6)  RECORD  DATE.  In case the  Company  shall take a record of the
     holders  of its  Common  Stock for the  purpose  of  entitling  them (i) to
     receive a dividend or other distribution  payable in Common Stock,  Options
     or  Convertible  Securities  or (ii) to  subscribe  for or purchase  Common
     Stock,  Options or Convertible  Securities,  then such record date shall be
     deemed  to be the date of the issue or sale of the  shares of Common  Stock
     deemed to have been issued or sold upon the declaration of such dividend or
     the making of such other  distribution  or the date of the granting of such
     right of subscription or purchase, as the case may be.

          4D(7)  TREASURY   SHARES.   The  number  of  shares  of  Common  Stock
     outstanding  at any given time shall not include shares owned or held by or
     for the account of the Company or any of its wholly-owned subsidiaries, and
     the  disposition  of any  such  shares  (other  than  the  cancellation  or
     retirement  thereof)  shall be  considered an issue or sale of Common Stock
     for the purpose of this Section 4D.

          4E. REORGANIZATION OR RECLASSIFICATION.  If any capital reorganization
     or  reclassification  of the capital stock of the Company shall be effected
     in such a way (including,  without  limitation,  by way of consolidation or

                                      -7-
<PAGE>
     merger, but excluding transactions covered by Section 4(D)(4)) that holders
     of  Common  Stock but not  holders  of Series B  Preferred  Stock  shall be
     entitled  to receive  stock,  securities  or assets  with  respect to or in
     exchange for Common Stock then,  as a condition of such  reorganization  or
     reclassification,  lawful and adequate provision shall be made whereby each
     holder of a share or shares of Series B Preferred  Stock  shall  thereafter
     have the right to receive, upon the basis and upon the terms and conditions
     specified  herein and in lieu of the shares of Common  Stock of the Company
     immediately  theretofore  receivable  upon the  conversion of such share or
     shares of the Series B Preferred Stock, such shares of stock, securities or
     assets as may be issued or payable  with  respect to or in  exchange  for a
     number of outstanding  shares of Common Stock equal to the number of shares
     of such stock immediately theretofore so receivable had such reorganization
     or  reclassification  not  taken  place  and in any such  case  appropriate
     provision  shall be made with  respect to the rights and  interests of such
     holder to the end that the provisions hereof (including  without limitation
     provisions for  adjustments of the  Conversion  Price) shall  thereafter be
     applicable,  as  nearly  as may be,  in  relation  to any  shares of stock,
     securities  or assets  thereafter  deliverable  upon the  exercise  of such
     conversion  rights  (including an immediate  adjustment,  by reason of such
     reorganization  or  reclassification,  of the Conversion Price to the value
     for the  Common  Stock  reflected  by the terms of such  reorganization  or
     reclassification  if the value so  reflected  is less  than the  Conversion
     Price   in   effect   immediately   prior   to   such   reorganization   or
     reclassification). In the event of a merger or consolidation of the Company
     as a result of which a greater or lesser  number of shares of common  stock
     of the surviving corporation are issuable to holders of the Common Stock of
     the Company outstanding  immediately prior to such merger or consolidation,
     the  Conversion  Price  in  effect  immediately  prior  to such  merger  or
     consolidation  shall be adjusted in the same manner as though  there were a
     subdivision or combination of the outstanding shares of Common Stock of the
     Company.

          4F. NOTICE OF ADJUSTMENT. Upon any adjustment of the Conversion Price,
     then,  and in each such case the Company shall give written  notice thereof
     by first class mail, postage prepaid, addressed to each holder of shares of
     Series B  Preferred  Stock at the  address  of such  holder as shown on the
     books of the  Company,  which  notice  shall  state  the  Conversion  Price
     resulting  from such  adjustment,  setting forth in  reasonable  detail the
     method of calculation and the facts upon which such calculation is based.

          4G. OTHER NOTICES. In case at any time:

               (1) the Company  shall declare any dividend upon its Common Stock
          payable in cash or stock or make any other distribution to the holders
          of its Common Stock;

               (2) the  Company  shall  offer for  subscription  PRO RATA to the
          holders of its Common Stock any additional shares of such stock of any
          class or other rights;

                                      -8-
<PAGE>
               (3) there shall be any capital reorganization or reclassification
          of the capital stock of the Company,  or a consolidation  or merger of
          the Company with, or a sale of all or substantially all its assets to,
          another corporation; or

               (4)  there  shall  be a  voluntary  or  involuntary  dissolution,
          liquidation or winding up of the Company;

     then,  in any one or more of said cases,  the Company  shall give, by first
     class  mail,  postage  prepaid,  addressed  to each holder of any shares of
     Series B  Preferred  Stock at the  address  of such  holder as shown on the
     books of the Company, (a) at least 15 days prior written notice of the date
     on which the books of the Company  shall  close or a record  shall be taken
     for such dividend,  distribution or subscription  rights or for determining
     rights to vote in  respect  of any such  reorganization,  reclassification,
     consolidation,  merger, sale,  dissolution,  liquidation or winding up, and
     (b)   in  the   case   of  any   such   reorganization,   reclassification,
     consolidation,  merger,  sale,  dissolution,  liquidation or winding up, at
     least 15 days  prior  written  notice of the date when the same  shall take
     place.  Such notice in accordance with the foregoing  clause (a) shall also
     specify,  in the case of any such dividend,  distribution  or  subscription
     rights,  the date on which the  holders of Common  Stock  shall be entitled
     thereto,  and such notice in accordance with the foregoing clause (b) shall
     also  specify  the date on which  the  holders  of  Common  Stock  shall be
     entitled to exchange  their Common Stock for  securities or other  property
     deliverable  upon  such  reorganization,  reclassification,  consolidation,
     merger, sale, dissolution, liquidation or winding up, as the case may be.

          4H. CONVERSION AT THE OPTION OF THE COMPANY. Notwithstanding any other
     provision  contained herein to the contrary,  in the event that the closing
     bid price of a share of  Common  Stock as  traded  on the  Nasdaq  National
     Market (or such  other  exchange  as the  Common  Stock may then be listed)
     exceeds $5.00  (appropriately  adjusted for any stock split,  reverse stock
     split,  stock  dividend or other  reclassification  or  combination  of the
     Common Stock occurring  after the date hereof) for thirty (30)  consecutive
     Trading Days and all of the shares of Common Stock issuable upon conversion
     of the outstanding  Series B Preferred Stock are registered  pursuant to an
     effective  Registration  Statement (as defined in the  Registration  Rights
     Agreement,  dated August 8, 2001, among the Company and the investors party
     thereto),  the Company,  upon ten (10) days prior written notice  following
     such thirty (30) day period to the holders of the Series B Preferred Stock,
     shall  have the right to  effect  the  automatic  conversion  the  Series B
     Preferred  Stock  from and after the close of  business  on the last day in
     such ten-day period, without any action on the part of the holders thereof,
     into a number of shares of Common  Stock  calculated  pursuant  to  Section
     4D(1) hereof.  Such  conversion  shall  otherwise be effected in accordance
     with the provisions of subparagraphs 4B and 4C hereof.

          4I. STOCK TO BE RESERVED.

               (1) The Company will at all times reserve and keep  available out
          of its authorized but unissued  Common Stock solely for the purpose of
          issuance upon the conversion of the Series B Preferred Stock as herein
          provided,  such  number of shares  of  Common  Stock as shall  then be

                                      -9-
<PAGE>
          issuable  upon the  conversion of all  outstanding  shares of Series B
          Preferred  Stock.  All shares of Common Stock which shall be so issued
          shall be duly and validly issued and fully paid and  nonassessable and
          free from all liens, duties and charges arising out of or by reason of
          the issue thereof (including, without limitation, in respect of taxes)
          and,  without  limiting the generality of the  foregoing,  the Company
          covenants  that it will from time to time take all such  action as may
          be  requisite  to assure  that the par  value per share of the  Common
          Stock is at all times equal to or less than the  effective  Conversion
          Price. The Company will take all such action within its control as may
          be  necessary  on its part to  assure  that all such  shares of Common
          Stock may be so issued  without  violation  of any  applicable  law or
          regulation, or of any requirements of any national securities exchange
          upon which the Common Stock of the Company may be listed.  The Company
          will  not take any  action  which  results  in any  adjustment  of the
          Conversion  Price if after such  action the total  number of shares of
          Common Stock  issued and  outstanding  and  thereafter  issuable  upon
          exercise of all  options and  conversion  of  Convertible  Securities,
          including  upon  conversion  of the Series B  Preferred  Stock,  would
          exceed the total  number of shares of such class of Common  Stock then
          authorized by the Company's Certificate of Incorporation.

               (2) The Company will at all times reserve and keep  available out
          of its  authorized  Series B Preferred  Stock such number of shares of
          Series B Preferred Stock as is equal to the number of shares of Series
          B Preferred Stock then  outstanding.  All shares of Series B Preferred
          Stock  which shall be so issued  shall be duly and validly  issued and
          fully  paid and  nonassessable  and free from all  liens,  duties  and
          charges  arising out of or by reason of the issue thereof  (including,
          without limitation, in respect of taxes).

          4J. NO  REISSUANCE  OF SERIES B  PREFERRED  STOCK.  Shares of Series B
     Preferred  Stock that are converted into shares of Common Stock as provided
     herein shall be retired and may not be reissued as Series B Preferred Stock
     but may be reissued as all or part of another series of Preferred Stock.

          4K. ISSUE TAX. The issuance of certificates for shares of Common Stock
     upon  conversion  of the Series B  Preferred  Stock  shall be made  without
     charge to the holders  thereof for any issuance  tax,  stamp tax,  transfer
     tax, duty or charge in respect thereof, provided that the Company shall not
     be required to pay any tax,  duty or charge which may be payable in respect
     of any transfer involved in the issuance and delivery of any certificate in
     a name other than that of the holder of the Series B Preferred  Stock which
     is being converted.

          4L.  CLOSING OF BOOKS.  The Company will at no time close its transfer
     books against the transfer of any Series B Preferred Stock or of any shares
     of Common Stock  issued or issuable  upon the  conversion  of any shares of
     Series B Preferred  Stock in any manner  which  interferes  with the timely
     conversion of such Series B Preferred  Stock;  PROVIDED,  HOWEVER,  nothing
     herein shall be construed to prevent the Company from setting  record dates
     for the holders of its securities.

                                      -10-
<PAGE>
     5. VOTING - SERIES B PREFERRED STOCK. The holders of the Series B Preferred
Stock,  voting as a separate class, shall have the right to elect two members of
Company's  Board of  Directors  (the  "Series B  Directors").  The rights of the
holders of the Series B Preferred  Stock to elect the Series B  Directors  shall
terminate  on the first date on which less than (i)  520,000  shares of Series B
Preferred Stock are outstanding (subject to appropriate  adjustment in the event
of any stock  dividend,  stock split,  combination  or similar  recapitalization
affecting  such shares),  in the event that such date occurs prior to the Second
Closing Date (as defined in the Purchase  Agreement)  or (ii) 933,333  shares of
Series B Preferred Stock are outstanding  (subject to appropriate  adjustment in
the  event  of  any  stock  dividend,   stock  split,   combination  or  similar
recapitalization  affecting  such  shares),  in the event that such date  occurs
after the Second  Closing  Date.  The term of office of the  Series B  Directors
shall terminate, subsequent to the termination of such rights, on the earlier to
occur of (i) the date three months subsequent to the termination of such rights,
or (ii) the annual meeting of stockholders of the Company immediately  following
the termination of such rights.  In addition to any class voting rights provided
by law and this  Certificate of  Designation,  the holders of Series B Preferred
Stock shall have the right to vote  together with the holders of Common Stock as
a single  class on any matter on which the holders of Common  Stock are entitled
to vote (including the election of directors other than the Series B Directors).
With respect to the voting rights of the holders of the Series B Preferred Stock
pursuant to the  preceding  sentence,  each  holder of Series B Preferred  Stock
shall be  entitled  to one vote for each  share of Common  Stock  that  would be
issuable  to such  holder  upon the  conversion  of all the  shares  of Series B
Preferred Stock held by such holder on the record date for the  determination of
shareholders entitled to vote.

     6. FURTHER  RESTRICTIONS.  At any time when at least (i) 520,000  shares of
Series B Preferred Stock are outstanding  (subject to appropriate  adjustment in
the  event  of  any  stock  dividend,   stock  split,   combination  or  similar
recapitalization affecting such shares) prior to the Second Closing Date or (ii)
933,333  shares  of  Series  B  Preferred  Stock  are  outstanding  (subject  to
appropriate  adjustment  in  the  event  of any  stock  dividend,  stock  split,
combination or similar recapitalization  affecting such shares) after the Second
Closing  Date,  and in  addition  to any other  vote of the  holders of Series B
Preferred Stock required by law or by the Certificate of Incorporation,  without
the prior  consent  of the  holders of a majority  of the  outstanding  Series B
Preferred Stock, given in person or by proxy,  either in writing or at a special
meeting  called for that purpose,  at which meeting the holders of the shares of
such Series B Preferred  Stock shall vote together as a class,  the Company will
not:

          (a) authorize, create, designate,  establish or issue (i) an increased
     number of shares of Series B  Preferred  Stock  (other  than the  shares of
     Series B Preferred  Stock to be issued and sold on the Second  Closing Date
     (as such term is defined in the Purchase  Agreement)  pursuant to the terms
     of the  Purchase  Agreement),  or (ii) any other class or series of capital
     stock ranking  senior to or on parity with the Series B Preferred  Stock or
     reclassify  any shares of Common Stock into shares having any preference or
     priority as to dividends  or assets  superior to or on parity with any such
     preference  or  priority  of Series B  Preferred  Stock,  unless such newly
     issued  shares rank on a parity  with the Series B Preferred  Stock and are
     sold at a price equal to or above the Conversion Price immediately prior to
     such issuance;

                                      -11-
<PAGE>
          (b) amend,  alter or  repeal,  whether  by  merger,  consolidation  or
     otherwise,  the Certificate of  Incorporation  or By-laws of the Company or
     the Resolutions contained in this Certificate of Designations of the Series
     B  Preferred  Stock  and the  powers,  preferences,  privileges,  relative,
     participating,  optional  and  other  special  rights  and  qualifications,
     limitations and  restrictions  thereof,  which would  adversely  affect any
     right,  preference,  privilege  or voting  power of the Series B  Preferred
     Stock, or which would increase or decrease the amount of authorized  shares
     of the Series B  Preferred  Stock  (other than as  permitted  in clause (a)
     above) or of any other  series of  preferred  stock  ranking  senior to the
     Series B Preferred Stock, with respect to the payment of dividends (whether
     or not such series of preferred stock is cumulative or  noncumulative as to
     payment of  dividends)  or upon  liquidation,  or which would  increase the
     number of members of the Board of Directors  to greater than nine  members;
     PROVIDED, HOWEVER that no such amendment,  alteration or repeal effected at
     or prior to the earlier to occur of (i) the Second Closing (as such term is
     defined  in  the  Purchase  Agreement)  or  (ii)  the  termination  of  the
     obligations  of the parties to the Purchase  Agreement to effect the Second
     Closing  in  accordance  with the  terms of the  Purchase  Agreement  shall
     disproportionately  affect the Remaining  Investors (as so defined) without
     the  consent of the  Required  Remaining  Investors  (as so  defined);  and
     PROVIDED,  FURTHER THAT a merger or  consolidation  (i) that  constitutes a
     Corporate Transaction,  and (ii) in which all holders of Series B Preferred
     Stock receive in such merger or consolidation the same  consideration  they
     would have received had their Series B Preferred  Stock been converted into
     Common  Stock  immediately  prior to the record date for such  transaction,
     shall not be deemed to adversely affect the rights, preferences, privileges
     or voting powers of the Series B Preferred Stock; and

          (c) directly or  indirectly,  declare or pay any dividend  (other than
     dividends  permitted  pursuant to Section 2 and dividends payable in shares
     of Common Stock but only to the extent that such stock dividend  results in
     an  adjustment  of the  Conversion  Price  pursuant to Section  4(D)(4)) or
     directly or indirectly purchase, redeem, repurchase or otherwise acquire or
     permit  any  Subsidiary  (as  hereinafter  defined)  to  redeem,  purchase,
     repurchase or otherwise  acquire (or make any payment to a sinking fund for
     such redemption,  purchase,  repurchase or other  acquisition) any share of
     Common Stock or any other class or series of the  Company's  capital  stock
     (except  for  shares of Common  Stock  repurchased  from  current of former
     employees,  consultants,  or  directors  upon  termination  of  service  in
     accordance  with plans approved by the Company board of directors)  whether
     in cash,  securities  or property or in  obligations  of the Company or any
     Subsidiary.  For  the  purposes  hereof,  a  "Subsidiary"  shall  mean  any
     corporation,  association or other business  entity (i) at least 50% of the
     outstanding voting securities of which are at the time owned or controlled,
     directly or indirectly,  by the Company;  or (ii) with respect to which the
     Company possesses, directly or indirectly, the power to direct or cause the
     direction of the affairs or management of such person.

     7. NO WAIVER.  Except as  otherwise  modified or provided  for herein,  the
holders of Series B Preferred  Stock shall also be entitled to, and shall not be
deemed to have waived, any other applicable rights granted to such holders under
the Delaware General Corporation Law.

                                      -12-
<PAGE>
     8. NO  IMPAIRMENT.  The  Company  will  not,  through  any  reorganization,
transfer of assets,  merger,  dissolution,  issue or sale of  securities  or any
other voluntary action,  avoid or seek to avoid the observance or performance of
any of the terms to be observed or  performed  hereunder by the Company but will
at all time in good faith assist in the carrying  out of all the  provisions  of
this Article  FOURTH and in the taking of all such action as may be necessary or
appropriate  in  order  to  protect  the  conversion   rights  and   liquidation
preferences  granted  hereunder  of the holders of the Series B Preferred  Stock
against impairment."

     9.  AMENDMENT;  WAIVER.  Any term of the  Series B  Preferred  Stock may be
amended or waived (including the adjustment  provisions included in Section 4(D)
hereof)  upon the  written  consent of the Company and the holders of at least a
majority of the Series B Preferred  Stock then  outstanding;  PROVIDED,  HOWEVER
that no such amendment or waiver effected at or prior to the earlier to occur of
(i) the Second Closing or (ii) the termination of the obligations of the parties
to the Purchase  Agreement to effect the Second  Closing in accordance  with the
terms of the Purchase  Agreement shall  disproportionately  affect the Remaining
Investors without the consent of the Required Remaining Investors; and PROVIDED,
FURTHER  THAT  the  number  of  Conversion  Shares  issuable  hereunder  and the
Conversion  Price may not be  amended,  and the right to  convert  the  Series B
Preferred Stock may not be altered or waived, without the written consent of the
holders of all of the Series B Preferred Stock then outstanding.

                            [Execution Page Follows]

                                      -13-
<PAGE>
     IN  WITNESS   WHEREOF,   the  undersigned   has  executed   Certificate  of
Designations, Preferences and Rights this 8th day of August, 2001.


                                        ARTISOFT, INC.


                                        By: /s/ Steven G. Manson
                                            ------------------------------------
                                            Name: Steven G. Manson
                                            Title: President and C.E.O.

                                      -14-
<PAGE>
                            CERTIFICATE OF AMENDMENT

                                       OF

                    CERTIFICATE OF INCORPORATION, AS AMENDED

                                       OF

                                 ARTISOFT, INC.

     Pursuant  to Section  242 of the  General  Corporation  Law of the State of
Delaware

     Artisoft,  Inc.  (hereinafter  called  the  "Corporation"),  organized  and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware, does hereby certify as follows:

     The  Board of  Directors  of the  Corporation  duly  adopted  a  resolution
pursuant to Section 242 of the General  Corporation Law of the State of Delaware
setting  forth  an  amendment  to  the  Certificate  of   Incorporation  of  the
Corporation,  as amended,  and  declaring  said  amendment to be  advisable  and
directing  that it be submitted to and  considered  by the  stockholders  of the
Corporation for approval. The stockholders of the Corporation duly approved said
proposed amendment in accordance with Section 242 of the General Corporation Law
of the State of  Delaware.  The  resolution  setting  forth the  amendment is as
follows:

RESOLVED:      That the  following  paragraph  be and hereby is  inserted  under
               Article  FOURTH  of  the  Certificate  of  Incorporation  of  the
               Corporation, as amended, immediately after "FOURTH:" and prior to
               the  first   unnumbered   paragraph  of  Article  FOURTH  of  the
               Certificate of Incorporation of the Corporation, as amended:


                    "That,  effective at 5:00 p.m.,  Eastern time, on the filing
                    date of this  Certificate  of  Amendment of  Certificate  of
                    Incorporation,   as  amended  (the  "Effective   Time"),   a
                    one-for-six reverse stock split of the Corporation's  Common
                    Stock (as defined below) shall become effective, pursuant to
                    which each six shares of Common Stock held of record by each
                    stockholder of the Corporation  (including  treasury shares)
                    immediately   prior   to  the   Effective   Time   shall  be
                    reclassified  and  combined  into one share of Common  Stock
                    automatically  and without any action by the holder  thereof
                    upon the  Effective  Time and shall  represent  one share of
                    Common  Stock,   from  and  after  the  Effective  Time.  No
                    fractional  shares  of  Common  Stock  shall be  issued as a
                    result of such reclassification and combination.  In lieu of
                    any  fractional   shares  to  which  the  stockholder  would
                    otherwise be entitled,  the Corporation shall pay cash equal
                    to such fraction multiplied by the then fair market value of
                    the Common Stock as  determined by the Board of Directors of
                    the Corporation.

     IN WITNESS  WHEREOF,  the  Corporation  has caused its corporate seal to be
affixed  hereto  and this  Certificate  of  Amendment  to be  signed by its duly
authorized officer this 22nd day of April, 2003.


                                        ARTISOFT, INC.


                                        By: /s/ Steven G. Manson
                                            ------------------------------------
                                            Name: Steven G. Manson
                                            Title: President and Chief Executive
                                                   Officer