Exhibit 10.3

                             DISTRIBUTION AGREEMENT


     This Agreement is entered into by and between Artisoft,  Inc.  (hereinafter
referred to as "Manufacturer"),  and ScanSource, Inc., d/b/a Catalyst Telecom, 6
Logue Court, Suite G, Greenville, South Carolina, 29615 (hereinafter referred to
as  "Distributor").  This  Agreement  is  effective  upon  the  date of the last
signature (the "Effective Date").


                             PRELIMINARY STATEMENTS

     WHEREAS, Distributor desires to purchase certain products from Manufacturer
from time to time; and

     WHEREAS,  Manufacturer  desires to sell certain  products to Distributor in
accordance with the terms and conditions set forth in this Agreement; and

     WHEREAS,  Manufacturer  desires to appoint Distributor as its non-exclusive
distributor to market products within the territory defined herein;

     NOW  THEREFORE,  in  consideration  of the mutual  premises  and  covenants
contained  herein,  and other good and valuable  consideration,  Distributor and
Manufacturer hereby agree as follows:

                                    AGREEMENT

1.   TERM

1.1  TERM OF  AGREEMENT.  The  term  of this  Agreement  shall  commence  on the
     Effective Date and, unless  terminated by either party as set forth in this
     Agreement,  shall  remain in full  force and  effect  for a term of one (1)
     year.  The  initial  and any renewal  term  hereof  shall be  automatically
     renewed on each anniversary of the Effective Date for an additional one (1)
     year term unless  either  party gives the other party not less than 60 days
     prior written notice of its intention not to renew.

2.   DEFINITIONS

2.1  DEFINITIONS. The following definitions shall apply to this Agreement. -

     (a)  "APPLICABLE  SPECIFICATION"  shall  mean the  functional  performance,
          operational and compatibility characteristics of a Product agreed upon
          in writing by the  parties  or, in the  absence  of an  agreement,  as
          described in applicable Documentation.

     (b)  "CUSTOMERS" of Distributor  shall include  dealers,  resellers,  value
          added resellers and other similar customers.
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     (c)  "CUSTOMIZED  PRODUCTS"  shall  mean  any  Products  Manufacturer  must
          purchase  or  develop  requiring   Manufacturer  to  perform  changes,
          alterations,   assembly,  additions  or  special  packaging  prior  to
          shipping to Distributor.

     (d)  "DOCUMENTATION"   shall  mean  warranties,   user  manuals,   training
          materials, product descriptions and specifications, technical manuals,
          license agreements, supporting materials and other printed information
          relating to the Products, whether distributed in print, electronic, or
          video  format,  in  effect as of the date of the  applicable  Purchase
          Order.

     (e)  "END USERS" shall mean final retail  purchasers  or licensees who have
          acquired Products for their own use and not for resale, remarketing or
          redistribution.

     (f)  "INTELLECTUAL  PROPERTY RIGHTS" shall mean the intangible legal rights
          or  interests  evidenced  by or  embodied  in (i)  any  idea,  design,
          concept, technique, invention,  discovery, or improvement,  regardless
          of patentability,  but including patents,  patent applications,  trade
          secrets,  and  know-how;  (ii) any work or  authorship,  regardless of
          copyrightability,  but  including  copyrights  and  any  moral  rights
          recognized by law; and (iii) any other similar rights, in each case on
          a worldwide basis.

     (g)  "PRODUCTS"  shall mean,  individually  or collectively as appropriate,
          licensed  software,  Documentation,  developed  products and hardware,
          supplies,  accessories,  and other  commodities  related to any of the
          foregoing, provided or to be provided by Manufacturer pursuant to this
          Agreement.  Such Products  shall be listed in  Manufacturer's  current
          Product and Price List which is attached hereto as SCHEDULE A.

     (h)  "SERVICES" means any warranty, maintenance,  advertising, marketing or
          technical support and any other services  performed or to be performed
          by Manufacturer.

     (i)  "STANDARD   PRODUCTS"  shall  mean  Products   requiring  no  changes,
          alterations,  or additions, from those Products customarily offered by
          Manufacturer.

     (j)  "TERRITORY" shall mean North America.

     (k)  "NFR"  or "Not for  Resale"  package  defines  the  Product  sold to a
          Reseller for internal use,  evaluation and demonstration  purposes and
          may not be resold to an End-User.

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3.   APPOINTMENT AND SCOPE

3.1  APPOINTMENT AS DISTRIBUTOR. During the term of this Agreement, Manufacturer
     will provide to Distributor  the Products in accordance  with the terms and
     conditions  set forth in this  Agreement.  Distributor  agrees to  purchase
     Manufacturer's  Products  only  from  Manufacturer  directly.  Manufacturer
     hereby grants to Distributor the non-exclusive right to distribute products
     during  the  term of this  Agreement  within  the  Territory.  Manufacturer
     reserves the right to appoint other  authorized  distributors.  Distributor
     will use its best  efforts to promote  sales of the  Products.  Distributor
     agrees to conduct  business  in a manner  that  reflects  favorably  on the
     Products and Manufacturer.

3.2  AUTHORIZED RESELLERS: Distributor will sell Manufacturer's products only to
     Resellers   that   have  been   authorized   by   Manufacturer   to  resell
     Manufacturer's   products,   who  have   purchased   an  NFR  package  from
     Manufacturer and who have completed  Manufacturer's  training program,  and
     who  have  met  any  other  criteria   (upgrades,   etc.)  as  required  by
     Manufacturer.  Manufacturer  will  supply  Distributor  with a list of such
     Authorized Resellers and will provide regular updates to that list.

4.   PURCHASE ORDERS

4.1  PREPARATION  OF PURCHASE  ORDERS.  From time to time,  or at  Distributor's
     request,  Manufacturer  shall inform Distributor of Products available from
     Manufacturer  including,  but not limited  to,  replacement  Products,  new
     releases, enhancements or versions of existing Products.

4.2  ISSUANCE AND ACCEPTANCE OF PURCHASE  ORDERS.  Distributor  may purchase and
     Manufacturer shall sell to Distributor, Products as described below:

     (a)  Distributor  may issue to  Manufacturer  one or more  purchase  orders
          identifying  the  Products   Distributor   desires  to  purchase  from
          Manufacturer.   Each  Purchase  Order  may  include  other  terms  and
          conditions  which are consistent with the terms and conditions of this
          Agreement or which are  necessary to place a Purchase  Order,  such as
          billing and shipping  information,  required delivery dates,  delivery
          location,  and the  purchase  price or charges  for  Products,  as per
          Manufacturer's  then  existing  price  lists  for the  said  products.
          Purchase  orders will be placed by Distributor by telephone or FAX and
          followed by a written purchase order.

     (b)  Manufacturer  shall  indicate  acceptance  of Purchase  Orders  and/or
          alterations  to Purchase  Orders by providing to Distributor a written
          acceptance  of such  Purchase  Order or  alteration,  or by commencing
          performance   pursuant   to  such   Purchase   Order  or   alteration.
          Manufacturer  shall accept a Purchase  Order or  alteration if (i) the
          Purchase  Order or alteration  does not  establish new or  conflicting
          terms and conditions  from those set forth in this Agreement or as set
          forth on the Price List  referenced as Exhibit A attached  hereto,  or
          (ii) the  terms and  conditions  set  forth in the  Purchase  Order or

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          alteration have been separately agreed upon in writing by the parties.
          Purchase  Orders and altered  Purchase  Orders  accepted in accordance
          with this  subsection are referred to herein as "Purchase  Orders".  A
          Purchase  Order  shall  be  deemed  accepted  by  Manufacturer  unless
          Manufacturer notifies Distributor within at least one day and not more
          than  three (3) days after  receiving  the  Purchase  Order and giving
          specific reasons therefor.

     (c)  After the  expiration  of this  Agreement,  Manufacturer  shall accept
          Purchase  Orders  from  Distributor  for  additional   Products  which
          Distributor  is  then  contractually   obligated  to  furnish  to  its
          customers and does not have in its inventory  upon the  termination of
          this Agreement;  provided Distributor notifies Manufacturer of any and
          all such  transactions  in  writing  within  thirty  (30)  days of the
          termination date of this Agreement.

4.3  PURCHASE  ORDER  ALTERATION.   Prior  to  shipment  of  Standard  Products,
     Manufacturer  shall accept an alteration  to a Purchase  Order in order to:
     (i) change a location  for  delivery,  (ii) modify the  quantity or type of
     Products to be delivered or (iii) correct typographical or clerical errors.
     Distributor may not alter any Purchase Order for Customized  Products after
     such time as the Products have been altered by Manufacturer.

4.4  CANCELLATION  OF PURCHASE  ORDERS.  Except as otherwise  agreed upon by the
     parties,  Distributor  may cancel a Purchase  Order for  Standard  Products
     without  charge or  penalty  with 7 day  notice  prior to  shipment  of the
     Products  specified in such Purchase Order.  Distributor may not cancel any
     Purchase  Order for Customized or Special Order Products after such time as
     the Products have been altered by Manufacturer.

4.5  EVALUATION PURCHASE ORDERS.  Distributor may issue Purchase Orders in order
     to evaluate newly developed  Products by  Manufacturer at no charge.  After
     evaluation,  Distributor  shall have the option to purchase the Products or
     to return such products to Manufacturer at Distributor's  expense within 30
     days.

4.6  PRODUCT SHORTAGES.  If for any reason  Manufacturer's  production is not on
     schedule,  Manufacturer agrees to allocate Product to Distributor's  orders
     based upon a percentage equal to the same percentage as Manufacturer's like
     customers purchasing like volume.

5.   DELIVERY AND ACCEPTANCE OF PRODUCTS

5.1  ACCEPTANCE OF PRODUCTS. Distributor shall inspect each shipment, and within
     5 days  after  receipt of  shipment  accept  each  Product on the date (the
     "Acceptance  Date") when such Products and all necessary  documentation are
     delivered to  Distributor  in  accordance  with the Purchase  Order and the
     Product specifications.

5.2  DEFECTIVE  PRODUCTS.  In the event any products are received in a defective
     condition or not in accordance with Manufacturer's published specifications
     or the  documentation  relating to such  Products  not caused by the common

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     carrier,  Distributor  may return the products  for full  credit.  Products
     shall be deemed  defective if the  Product,  or any portion of the Product,
     fails to operate  properly when the system is booted or used as applicable.
     Software defects being addressed by Manufacturer's  ongoing engineering are
     excluded from this  provision.  Distributor  shall have the right to return
     any such  Products that are returned to  Distributor  from its customers or
     End Users within thirty (30) days of the Products' initial delivery date to
     the  End  User.   In  such  event,   Manufacturer   shall  issue  a  Return
     Authorization  to  Distributor  for  all  such  defective   Products;   and
     Distributor  shall  return  defective  products  to  Manufacturer  for full
     credit.

5.3  TRANSPORTATION  OF  PRODUCTS.  Manufacturer  shall  deliver the Products to
     Distributor at the location shown and on the delivery date set forth in the
     applicable  Purchase Order.  Distributor shall have the right to select the
     carrier and all charges for transportation of the Products shall be paid by
     the Distributor.

5.4  TITLE AND RISK OF LOSS.  Title to Products shall pass to Distributor at the
     time that the  Products are  delivered to the carrier.  All risk of loss or
     damage to the Products  shall be borne by  Manufacturer  until  delivery of
     such Products to the carrier.

5.5  IN WARRANTY PRODUCTS.  Distributor shall provide warranty service to VAR on
     behalf of  Manufacturer.  The reseller  must provide  proof-of-purchase  to
     validate the warranty and obtain an RMA from the Distributor, which must be
     pre-approved by  Manufacturer.  Manufacturer  will bear all costs to return
     product back to the reseller. Distributor's obligation for warranty service
     shall  be  limited  to  replacing  in  warranty  defective  product  with a
     replacement product at the manufacturers expense.

5.6  RESALE OF  PRODUCTS  BY  DISTRIBUTOR.  During  the term of this  Agreement,
     Distributor  may  market,  promote,   distribute  and  resell  Products  to
     customers  of  Distributor,  in  accordance  with the  following  terms and
     conditions:

     (a)  Manufacturer shall extend to each Customer of Distributor and each End
          User the same warranties and indemnifications with respect to Products
          purchased and resold hereunder as Manufacturer  extends to Distributor
          hereunder.

     (b)  Manufacturer   shall  extend  to  Distributor  and  each  customer  of
          Distributor the same warranties and  indemnifications  with respect to
          Products purchased and resold hereunder as Manufacturer extends to its
          value-added resellers.

     (c)  The term of warranties and indemnities  extended by Manufacturer to an
          End User shall commence upon delivery of the Product to the End User.

     (d)  Manufacturer   shall  make  available  at  no  charge  to  Distributor
          reasonable  training,  technical support and other services related to
          the  Products  that are  currently  offered  or that may be offered by

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          Manufacturer  (except  as  indicated  in  Schedule  A (2a)  attached).
          Training shall be provided at either  Distributor's  facility with any
          necessary  hardware  and  software  provided  by  Distributor,  or  at
          Manufacturer's  facility with necessary hardware and software provided
          by Manufacturer.  Manufacturer also agrees to provide Distributor with
          telephone support at no charge during  Manufacturer's  normal business
          hours.

     (e)  Distributor   may  refer  to  itself  as   Manufacturer's   authorized
          distributor of the Products and Distributor, in addition to "fair use"
          of  Manufacturer's  trademarks  and  tradenames,  may request  written
          permission  from  Manufacturer  to use  trademarks  and trade names of
          Manufacturer.  Distributor  recognizes  Manufacturer  may have  rights
          and/or  ownership  of  certain  trademarks,  trade  names and  patents
          associated with the Products.  Distributor will act consistently  with
          such rights, and Distributor shall comply with any reasonable, written
          guidelines when provided by Manufacturer relating to such trademark or
          trade  name  usage.  Distributor  is not  authorized  and shall not be
          required to instigate legal action on behalf of  Manufacturer  against
          third parties for infringement.  Distributor will notify  Manufacturer
          of  any  infringement  if  which  Distributor  has  actual  knowledge.
          Distributor  shall  discontinue  use of  Manufacturer's  trademarks or
          trade names upon termination of this Agreement.

     (f)  Except  for  Televantage  CTM Suite  pre-installed  on Intel  Conveged
          Communications Platform (ICCP),  Distributor will not be authorized to
          sell "NFR" (Not For Resale) packages to VARS or End Users.

5.7  INVENTORY  ADJUSTMENT.  Manufacturer agrees to accept, on a quarterly basis
     commencing  with  the  end of the  first  calendar  quarter  following  the
     Effective Date, a shipment of current  nondiscontinued  Products in factory
     sealed  cartons  returned by  Distributor  for full credit,  provided  that
     Distributor complies with each of the following conditions:

     (a)  Distributor obtains a Return  Authorization from Manufacturer prior to
          any such return;

     (b)  Distributor pays all return freight charges;

     (c)  Distributor  places,  or has in place, an offsetting order of equal or
          greater value.

     (d)  Maximum  return on any given  quarter  will be  limited  to 15% of the
          prior quarter's purchases by Distributor from Manufacturer.

     For  purposes of  determining  whether  Products  are eligible for rotation
     pursuant  to  this  section,  Products  shall  be  deemed  to  be  "Current
     Nondiscontinued  Products"  if they are  listed on  Manufacturer's  current
     price  sheet,  or if  Manufacturer  announces  the  discontinuance  of such
     Products  within the ninety  (90) days  preceding  the claim for  inventory
     adjustment.  Customized  Products  shall  not be  eligible  for  repurchase
     pursuant to this section.

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     In  addition,  Distributor  shall have the right to return for full credit,
     without  limitation  as to the dollar  amount,  all  Products  that  become
     obsolete or are removed from  Manufacturer's  current price list;  provided
     Distributor returns such Products within thirty (30) days after Distributor
     receives notice that such Products are obsolete

     For Products that are discontinued  due to a new release,  the discontinued
     product may be returned provided a purchase order of equal or greater value
     is placed for the most recent version.

     Distributor shall be responsible for all shipping charges incurred in stock
     rotation.

6.   WARRANTIES, INDEMNITIES AND LIABILITIES

6.1  WARRANTY. Manufacturer warrants that:

     (a)  Manufacturer  is the  exclusive,  legal owner of the  Products and has
          full power and authority to enter into this  Agreement and to sell and
          license  any and all rights to said  Products  to  Distributor  and to
          convey all other rights and licenses granted to Distributor under this
          Agreement;

     (b)  The  Products do not infringe  upon the  proprietary  or  Intellectual
          Property Rights of any person;

     (c)  Manufacturer's  warranties  are contained in this Agreement and in the
          applicable  Documentation  and such warranties  extend to Distributor,
          Customers and End Users.

6.2  INDEMNIFICATION.  Manufacturer shall indemnify, defend and hold Distributor
     harmless  from and  against  any claim,  loss,  suit or  damage,  including
     attorney's  fees,  asserted by any person or entity  resulting  directly or
     indirectly  from  breach  of  any  warranty  or   representation   made  by
     Manufacturer  in this  Agreement or in the  applicable  Documentation.  The
     provisions  of  this   Paragraph  6.2  shall  survive  the   expiration  or
     termination of this Agreement.

6.3  LIMITATION  OF  LIABILITY.  Neither  party  shall be  liable  to the  other
     pursuant to this  Agreement for any amounts  representing  loss of profits,
     loss of business,  or indirect,  consequential,  or punitive damages of the
     other party.

6.4  UNAUTHORIZED REPRESENTATIONS.  Distributor shall have no authority to alter
     or extend any of Manufacturer  warranties  contained or referred to in this
     Agreement without prior written approval of Manufacturer.

6.5  DISCLAIMER OF WARRANTIES.  Manufacturer  has made  expressed  warranties in
     this  Agreement and in the  Applicable  Documentation.  EXCEPT AS SET FORTH
     THEREIN, MANUFACTURER DISCLAIMS ALL WARRANTIES WITH REGARD TO THE PRODUCTS.

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7.   PAYMENT TO MANUFACTURER

7.1  CHARGES,  PRICES AND FEES FOR PRODUCTS.  Charges,  prices,  quantities  and
     discounts,  if any,  for  Products  shall  be  determined  as set  forth in
     Manufacturer's  Price List referenced in Exhibit A, or as otherwise  agreed
     upon  by  the  parties,  and  may  be  confirmed  at  the  time  of  order.
     Manufacturer  shall have the right to change prices from time to time, upon
     written notice to  Distributor  not less than thirty (30) days prior to the
     effective  date of such change.  All orders  placed prior to the  effective
     date of the  increase,  for  shipment  within  thirty  (30) days  after the
     effective date, shall be at the old price.

7.2  PAYMENT.  Except as otherwise set forth herein,  any  undisputed sum due to
     Manufacturer pursuant to this Agreement shall be payable within net 30 days
     after the invoice  date,  except with regard to the  TeleVantage  CTM Suite
     Products  per  Schedule A  attached,  for which  payment  shall be due upon
     shipment  of  the  Products  from  the  Distributor  to  the  VAR/Reseller.
     Manufacturer  shall  invoice  Distributor  no earlier  than the  applicable
     shipping date for the Products covered by such invoice.

7.3  PRICE  PROTECTION.  Manufacturer  shall grant to  Distributor a retroactive
     price credit for the full amount of any Manufacturer  price decrease on all
     Products on order, in transit and in Distributor's or Customer's  inventory
     on the effective date of such price decrease.  Distributor  shall supply to
     Manufacturer,  within  thirty (30) days of a price  decrease,  an inventory
     list specifying the number of units within such inventory which qualify for
     the price  decrease.  Manufacturer  may elect to audit  such  claims at its
     expense.  All orders scheduled for shipment or in transit to Distributor at
     the time of notice of the price decrease shall be adjusted to the decreased
     price.

7.4  MONTHLY REPORTS.  Manufacturer shall, if requested,  render monthly reports
     to Distributor  setting forth the separate  Products,  dollars invoiced for
     each product,  and total dollars invoiced to Distributor for the month, and
     such other information as Distributor may reasonably  request.  Distributor
     will  provide  weekly  POS and  Inventory  Reports  to  Manufacturer  in an
     mutually agreed upon electronic format, including individual order details,
     names of authorized resellers, product numbers, dates, etc.

7.5  FORECASTS.  If  requested,   Distributor  will  submit  to  Manufacturer  a
     quarterly,  non-binding forecast for the upcoming calendar quarter, fifteen
     (15) days after completion of previous calendar quarter.

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8.   TERMINATION

8.1  TERMINATION WITHOUT CAUSE. Either party may terminate this agreement,  with
     or without cause, upon giving the other party sixty (60) days prior written
     notice.

8.2  TERMINATION  FOR  CAUSE.  In the event  that  either  party  materially  or
     repeatedly   defaults  in  their  performance  of  any  of  its  duties  or
     obligations  set  forth  in  this  Agreement,   and  such  default  is  not
     substantially  cured within thirty (30) days after written  notice is given
     to the  defaulting  party  specifying  the  default,  then the party not in
     default may, by giving  written  notice  thereof to the  defaulting  party,
     terminate this Agreement or the applicable  Purchase Order relating to such
     default as of the date specified in such notice of termination.

8.3  TERMINATION  FOR  INSOLVENCY OR  BANKRUPTCY.  Either party may  immediately
     terminate this Agreement and any Purchase Order by giving written notice to
     the other party in the event of (i) the  liquidation  or  insolvency of the
     other party,  (ii) the appointment of a receiver or similar officer for the
     other party,  (iii) an assignment by the other party for the benefit of all
     or substantially  all of its creditors,  (iv) entry by the other party into
     an agreement for the  composition,  extension,  or  readjustment  of all or
     substantially  all of its  obligations,  or (v) the filing of a meritorious
     petition in bankruptcy  by or against the other party under any  bankruptcy
     or debtors' law for its relief of reorganization.

8.4  TERMINATION FOR  NON-PAYMENT.  Manufacturer may terminate a Purchase Order,
     or any portion  thereof,  terminate this Agreement,  or suspend delivery of
     any Products if Distributor fails to pay any undisputed amount due and such
     failure continues for a period of thirty (30) days after the day payment is
     due.

8.5  RIGHTS  UPON  TERMINATION.  Termination  of  any  Purchase  Order  or  this
     Agreement shall not affect  Manufacturer's  right to be paid for undisputed
     invoices for Products  already  shipped.  The termination of this Agreement
     shall not  affect any of  Manufacturer's  warranties,  indemnifications  or
     obligations relating to returns,  credits or any other matters set forth in
     this Agreement that are to survive  termination in order to carry out their
     intended  purpose,  all  of  which  shall  survive  this  Agreement.   Upon
     termination of this Agreement, Distributor shall discontinue holding itself
     out as a distributor of Manufacturer's Products. The expiration of the term
     of this of this Agreement  shall not affect the obligations of either party
     to the other party pursuant to any Purchase Order  previously  forwarded to
     Manufacturer.

8.6  INVENTORY  REPURCHASE.  Within thirty (30) days of the  termination of this
     Agreement  for  any  reason,  at  the  option  of  either  Manufacturer  or
     Distributor,  Distributor shall sell and Manufacturer shall repurchase, any
     or all Products in transit or in  Distributor's  inventory,  subject to the
     following conditions:

     (a)  The price to be paid for the  Products  shall be at the  Distributor's
          net cost at time of purchase, less any price protection allowance.

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     (b)  All Products shall be in good merchantable condition.

     (c)  All Products shall be shipped to Manufacturer's  designated  facility,
          freight prepaid.

     (d)  Distributor  shall  have the right to retain as much  Products  as are
          necessary to fulfill its contractual obligations to sell such Products
          to a  Customer  pursuant  to an  outstanding  purchase  order or other
          contract.

     (e)  Credit  for any  returned  Products  shall  first  be  applied  to any
          outstanding  balance owed Manufacturer by Distributor,  and any excess
          credit  shall be paid  Distributor  within 30 days of the date of such
          Products as received by Manufacturer.

9.   MISCELLANEOUS

9.1  BINDING NATURE,  ASSIGNMENT,  AND  SUBCONTRACTING.  This Agreement shall be
     binding on the parties and their  respective  successors  and assigns,  but
     neither  party  shall have the power to assign this  Agreement  without the
     prior written consent of the other party.

9.2  COUNTERPARTS.  This Agreement may be executed in several counterparts,  all
     of which taken together shall constitute one single  agreement  between the
     parties.

9.3  HEADINGS. The section headings used in this Agreement are for reference and
     convenience only and shall not enter into the interpretation hereof.

9.4  RELATIONSHIP  OF  PARTIES.  Distributor  is  performing  pursuant  to  this
     Agreement  only as an  independent  contractor.  Distributor  has the  sole
     obligation to supervise,  manage,  contract,  direct,  procure,  perform or
     cause to be performed its obligations  set forth in this Agreement,  except
     as  otherwise  agreed  upon  by the  parties.  Nothing  set  forth  in this
     Agreement  shall be construed to create the  relationship  of principal and
     agent  between  Distributor  and  Manufacturer.  Neither party shall act or
     represent  itself,  directly  or by  implication,  as an agent of the other
     party or its affiliates or in any manner assume or create any obligation on
     behalf of, or in the name of, the other party or its affiliates.

9.5  CONFIDENTIALITY.  Each party acknowledges that in the course of performance
     of its  obligations  pursuant  to this  Agreement,  it may  obtain  certain
     confidential and/or proprietary information.  Each party hereby agrees that
     all such information communicated to it by the other party, its affiliates,
     or customers,  whether before of after the Effective Date, shall be and was
     received  in strict  confidence,  shall be used only for  purposes  of this
     Agreement,  and shall not be disclosed without the prior written consent of
     the other party, except as may be necessary by reason of legal,  accounting
     or regulatory  requirements beyond either party's reasonable  control.  The
     provisions of this Section shall  survive the term or  termination  of this
     Agreement for any reason.

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9.6  MEDIA RELEASES.  Except for any  announcement  intended solely for internal
     distribution,  any disclosure  required by legal,  accounting or regulatory
     requirements  beyond the reasonable control of either party, and except for
     catalogs,   advertising  and  marketing   materials   customarily  used  by
     Distributor in the normal course of business,  all media  releases,  public
     announcements  or public  disclosures  relating  to this  Agreement  or its
     subject matter, or including the name of either party, shall be approved in
     writing  (within 48 hours of  submission)  by the other  party prior to the
     release thereof.

9.7  DISPUTE RESOLUTION.  In the event of any disagreement regarding performance
     under or interpretation of this Agreement, prior to the commencement of any
     formal proceedings,  the parties shall continue performance as set forth in
     this  Agreement  and  shall  attempt  in good  faith to reach a  negotiated
     resolution by  designating an officer or authorized  representative  of the
     party to resolve the dispute.

9.8  ARBITRATION.  Any claim or  controversy  arising out of or relating to this
     Agreement,  or the breach  thereof,  shall be resolved by final and binding
     arbitration to be conducted in Greenville,  South  Carolina,  by a panel of
     three (3)  arbitrators  in  accordance  with and subject to the  commercial
     Arbitration rules of the American Arbitration  Association (the "AAA") then
     in effect.  Each of such arbitrators shall be demonstrably  experienced and
     knowledgeable in matters  pertaining to computer  technology and technology
     product  distribution.  The arbitrators shall have no power or authority to
     add to or detract from the  agreement of the parties or to award  punitive,
     exemplary,   consequential,   special,   indirect  or  incidental  damages.
     Judgement  upon the award rendered may be entered and enforced in any court
     of competent  jurisdiction.  The fact that this Agreement provides for such
     arbitration  shall not impair the exercise of any termination  rights under
     this agreement.

9.9  COMPLIANCE WITH LAWS. In supplying the Products pursuant to this Agreement,
     Distributor  and  Manufacturer  shall comply with the  requirements  of all
     applicable  laws,  ordinances  and  regulations of the United States or any
     state, other country or other governmental entity as may be applicable.

9.10 NOTICES.  Wherever one party is required or permitted to give notice to the
     other  pursuant to this  Agreement,  such notice shall be deemed given when
     delivered in hand, or when sent by facsimile with receipt  acknowledged  by
     the  recipient,  or when sent by Fed-ex or UPS overnight  service,  or when
     mailed by registered or certified mail, return receipt  requested,  postage
     prepaid, and addressed as follows:

     IN THE CASE OF MANUFACTURER:            IN THE CASE OF DISTRIBUTOR:
     ----------------------------            ---------------------------

     Artisoft, Inc.                          ScanSource, Inc.
     5 Cambridge Center                      6 Logue Court, Suite G
     Cambridge, MA  02142                    Greenville, SC 29615
     Attn:  Mike O'Donnell                   Attn: Mike Baur
     Fax 617-588-3564                        Fax: 864-288-5515

                                       11
<PAGE>
     Either  party may from time to time  change its  address  for  notification
     purposes  by giving the other party  written  notice of the new address and
     the date upon which it will become effective.

9.11 FORCE MAJEURE.  If the  performance of this  Agreement,  or any obligations
     hereunder, is prevented,  restricted,  or interfered with by reason of fire
     or other  casualty or accidents;  strikes or labor  disputes;  inability to
     provide raw materials,  power,  or supplies;  declarations  of war or other
     violence; any law, order, proclamation,  regulation,  ordinance,  demand or
     other  requirement  of any  governmental  authority;  or any of the parties
     hereto,  the parties so affected,  upon giving  prompt  notice to the other
     party,  will be excused from  performance to the extent of the  prevention,
     restriction, or interference,  provided that the party so affected uses its
     best efforts to avoid or remove the causes of non-performance and continues
     performance  hereunder with the utmost  dispatch  whenever those causes are
     removed.

9.12 SEVERABILITY.  Whenever possible, each provision of this Agreement shall be
     interpreted  in such a  manner  as to be  effective  and  valid  under  the
     applicable  law.  In the  event  that any  provision(s)  contained  in this
     Agreement is held to be  unenforceable,  this Agreement  shall be construed
     without such provision(s).

9.13 WAIVER. No delay or omission by either party to exercise any right or power
     shall  impair  any  such  right or  power  or be  construed  to be a waiver
     thereof. A waiver by either of the parties of any covenants,  conditions or
     agreements to be performed by the other or any breach  thereof shall not be
     construed to be a waiver of any  succeeding  breach thereof or of any other
     covenant,  condition or agreement herein contained.  No change,  waiver, or
     discharge  hereof  shall  be  valid  unless  presented  in  writing  to all
     interested parties and signed by an authorized  representative of the party
     against which such change, waiver, or discharge is sought to be enforced.

9.14 REMEDIES.  All remedies set forth in this Agreement shall be cumulative and
     in addition to and not in lieu of any other  remedies  available  to either
     party at law, in equity or otherwise,  and may be enforced  concurrently or
     from time to time.

9.15 SURVIVAL OF TERMS.  Termination  or  expiration  of this  Agreement for any
     reason shall not release  either party from any  liabilities or obligations
     set forth in this  Agreement  which (i) the parties have  expressly  agreed
     shall  survive any such  termination  or  expiration,  or (ii) remain to be
     performed or by their nature would be intended to be  applicable  following
     any such termination or expiration.

9.16 NONEXCLUSIVE  MARKET AND PURCHASE  RIGHTS.  It is expressly  understood and
     agreed that this Agreement does not grant to Manufacturer or Distributor an
     exclusive  right to purchase or sell Products and shall not prevent  either
     party from developing or acquiring other suppliers or customers.

                                       12
<PAGE>
9.17 ENTIRE  AGREEMENT.  This  Agreement,  including any Schedules and documents
     referred to in this Agreement or attached  hereto,  constitutes  the entire
     and  exclusive  statement of Agreement  between the parties with respect to
     its  subject  matters  and  there are no oral or  written  representations,
     understandings or agreements relating to this Agreement which are not fully
     expressed herein.

9.18 GOVERNING  LAW.  This  Agreement  shall be  governed  by and  construed  in
     accordance with the laws of the State of South Carolina.

     IN WITNESS  WHEREOF,  the parties  have each caused  this  Agreement  to be
signed and delivered by its duly authorized  officer or representative as of the
Effective Date.

DISTRIBUTOR                             MANUFACTURER

     illegible                          /s/ STEVEN G. MANSON
     ----------------------------       -----------------------------------
     Signature                          Signature

                                        Steven G. Manson
     ----------------------------       -----------------------------------
     Printed or Typed Name              Printed or Typed Name

                                        President and CEO
     ----------------------------       -----------------------------------
     Title                              Title

                                        9/5/01
     ----------------------------       -----------------------------------
     Date                               Date

                                       13
<PAGE>
                                   SCHEDULE A
                             PRODUCT AND PRICE LIST

Accept as noted below (see *CDW Pricing),  Catalyst will purchase  products from
Artisoft at a discount of forty percent (40%) off of the current Artisoft MSRP.

*CDW Pricing:

     o    All  Artisoft  products  sold to  Catalyst  for  resale to CDW will be
          priced at a  thirty-three  percent  (33%)  discount off of the current
          Artisoft MSRP.

     o    Catalyst will resell Artisoft  products to CDW at a discount of thirty
          percent (30%) off of the current Artisoft MSRP.

     o    Artisoft  will provide to CDW  marketing  funds in the amount of seven
          percent (7%) of CDW purchases of Artisoft  products from Catalyst,  as
          reported in Catalyst's monthly POS report.

TELEVANTAGE 3.5 RETAIL PRICE SHEET

                               (Effective 4/06/01)

   PRICING FOR TELEVANTAGE SYSTEMS IS DEPENDENT UPON THE SIZE OF THE SYSTEM.
                 TELEVANTAGE SYSTEMS REQUIRE THREE COMPONENTS:

                             o TELEVANTAGE SOFTWARE
                            o DIALOGIC BCP HARDWARE
        o PC SERVER WITH THE APPROPRIATE NUMBER OF ISA AND/OR PCI SLOTS

     TO CONFIGURE THE SOFTWARE FOR YOUR TELEVANTAGE SYSTEM, YOU MUST ORDER
       ONE SERVER LICENSE AND THE APPROPRIATE NUMBER OF TRUNK, IP TRUNK,
                          STATION AND CLIENT LICENSES.

Note: Catalyst will sell only "bundled" solutions including,  Artisoft software,
Intel boards and appropriate  server as described above,  etc. Catalyst will not
sell "unbundled" software separately.

                                       14
<PAGE>
                              TELEVANTAGE SOFTWARE

<TABLE>
<CAPTION>
ARTISOFT                                                                                            ARTISOFT
SKU          PRODUCT                                         DESCRIPTION                            MSRP
--------     -------                                         -----------                            --------
<S>          <C>                    <C>                                                             <C>
80000-1      TELEVANTAGE SERVER     Software license kit to install Server; includes server             $200
                                    software on CDROM (REQUIRED FOR EVERY TELEVANTAGE SERVER)

             TELEVANTAGE TRUNK      LICENSE(S) TO CONFIGURE TRUNKS TO TELEVANTAGE SERVER
                                    (REQUIRED FOR THE NUMBER OF CO/TRUNK LINES ON THE SYSTEM)
80101                               Trunk 1 Port License                                                $200
80104                               Trunk 4 Port License                                                $800
80108                               Trunk 8 Port License                                              $1,600
80123                               Trunk 23 Port License                                             $4,600

             TELEVANTAGE STATION    License(s)  to  configure  stations  to  the TeleVantage
                                    Server (REQUIRED FOR THE NUMBER OF STATIONS/PHONES ON THE
                                    SYSTEM)
80201                               Station 1 Port License                                              $100
80208                               Station 8 Port License                                              $800
80224                               Station 24 Port License                                           $2,400

             TELEVANTAGE CLIENT     License(s) to configure  TeleVantage Client to the
                                    TeleVantage Server (RUNNING THE TELEVANTAGE CLIENT IS
                                    OPTIONAL BUT RECOMMENDED; REQUIRED FOR EACH DESKTOP PC
                                    CONNECTED TO THE SYSTEM)
80301                               Client 1 Port License                                               $100
80308                               Client 8 Port License                                               $800
80324                               Client 24 Port License                                            $2,400
</TABLE>

                                       15
<PAGE>
<TABLE>
<CAPTION>
ARTISOFT                                                                                            ARTISOFT
SKU          PRODUCT                                         DESCRIPTION                            MSRP
--------     -------                                         -----------                            --------
<S>          <C>                    <C>                                                             <C>
             TELEVANTAGE IP TRUNK   LICENSE(S) TO CONFIGURE IP TRUNKS TO TELEVANTAGE SERVER
                                    (REQUIRED FOR THE NUMBER IP LINES ON THE SYSTEM)
80401                               IPTrunk 1 Port License                                              $300
80404                               IPTrunk 4 Port License                                            $1,200
80415                               IPTrunk 15 Port License                                           $4,500

80520        CALL CENTER REPORTER   Reporter Module - per 20 Agents                                   $1,000

             TELEVANTAGE ADD-ON     Turnkey solutions to extend the capabilities of
             SOLUTIONS              TeleVantage (OPTIONAL, LICENSED PER TELEVANTAGE SERVER)
81001                               TeleVantage Call Classifier (REQUIRES AT LEAST ONE
                                    STATION LICENSE)                                                  $1,000
81002                               TeleVantage Smart Dialer                                          $5,000
81003                               TeleVantage Persistent Pager (REQUIRES AT LEAST ONE CLIENT        $1,500
                                    LICENSE)
</TABLE>


TELEVANTAGE CTM SUITE DISTRIBUTION PRICE SHEET
                                    (5/25/01)


                              TELEVANTAGE SOFTWARE
                              --------------------
<TABLE>
<CAPTION>
ARTISOFT                                                                                        PRICE TO     ARTISOFT
SKU          PRODUCT                                   DESCRIPTION                             DISTRIBUTOR     MSRP
--------     -------                                   -----------                             -----------     ----
<S>          <C>                    <C>                                                        <C>             <C>
85000        12X24 BASIC            Comes included in ICCP 12x24 SKU. Support for 12 analog      $ 480         $
                                    trunks and 24 analog or IP stations.  This version scales
                                    up to a maximum 12x24, does not support digital trunking.

85500        12X24 UPGRADE          LICENSE KEY TO UPGRADE 12X24 BASIC VERSION TO FULL           $ 1920
                                    FUNCTIONALITY INCLUDING THE ABILITY TO SCALE ABOVE 12X24,
                                    SUPPORT ALL TRUNK TYPES AND MULTIPLE NODES, AND INCLUDES
                                    ADDITIONAL SYSTEM FEATURES.

85600        12X24 NFR UPGRADE      LICENSE KEY (PAPER) TO UPGRADE 12X24 BASIC VERSION TO FULL   $ 0
                                    FUNCTIONALITY INCLUDING THE ABILITY TO SCALE ABOVE 12X24,
                                    SUPPORT ALL TRUNK TYPES AND MULTIPLE NODES, AND INCLUDES
                                    ADDITIONAL SYSTEM FEATURES.

85401        VOIP 1 PORT            SUPPORT FOR 1 PORT OF VOIP CONNECTIVITY                      $ 150
</TABLE>

                                       16
<PAGE>
                PRICING & CONFIGURATION BUNDLING FOR THE CHANNEL

1)   The  TeleVantage  CTM Suite  software  automatically  runs for each system,
     making the ICCPs easy to deploy  through the channel.  Artisoft is paid for
     the TeleVantage software on each box as it ships from Catalyst to the VAR.

2)   The  TeleVantage  software  is enabled for the  capacity of every SKU.  For
     example,  the  TeleVantage  software  will support T1 and 32 stations for a
     T1x32 SKU.  The  software  automatically  configures  itself to support the
     board  capacities  of the SKU. Once the lines and the box are plugged in to
     the ICCP  (any  SKU),  the  configuration  is  fully  enabled  without  the
     requirement for further licensing.

     a)   The  "basic"  version  of  TeleVantage  is on the  12x24 and 8x16 SKUs
          (automatically based on TeleVantage sensing these SKUs).

          i)   The "basic"  version of the software is free.  Catalyst  will pay
               Artisoft $20 per station port for support and  maintenance at the
               time of system sale to VAR.

          ii)  Upgrades  from  basic  to full  version  would  be sold  into the
               channel as license keys printed on cards at an additional $80 per
               station  port paid to Artisoft at the time of system sale to VAR.
               The $80 price is only for the first 24 ports and then beyond that
               the price is $100 per end user.

          iii) Therefore an end user who  purchases  the upgraded  version would
               result in $100 per station port revenue to Artisoft.

     b)   The "full featured"  version of TeleVantage CTM Suite is automatically
          set up on the 16x32, T1x48 and other SKUs.

          i)   Since the software is fully enabled and running, Artisoft is paid
               $100 per end user for  non-basic  systems  (16x32,  T1x48,  etc.)
               shipped out by Catalyst.  POS tracking is provided to Artisoft by
               Catalyst.

     c)   The "basic" version of TeleVantage is limited to the following:

          i)   Up to 12 analog trunks - no T1, VoIP, BRI, etc.

          ii)  For example, the VAR will purchase a full feature upgrade license
               plus the  appropriate  number of VoIP  software  port licenses to
               connect two ICCPs via IP. If two 24-station systems are connected
               via IP,  Artisoft will consider the system to be a 48 port system
               for pricing purposes.

          iii) Up to 24 analog or IP stations

          iv)  Single node solutions only

          v)   Some limits on Voice Mail features after a 90 day trial period

                                       17