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                                                                    Exhibit 10.1

                                 ARTISOFT, INC.

                            2004 STOCK INCENTIVE PLAN

1.   PURPOSE

     The purpose of this 2004 Stock Incentive Plan (the "Plan") of Artisoft,
Inc., a Delaware corporation (the "Company"), is to advance the interests of the
Company's stockholders by enhancing the Company's ability to attract, retain and
motivate persons who make (or are expected to make) important contributions to
the Company by providing such persons with equity ownership opportunities and
performance-based incentives and thereby better aligning the interests of such
persons with those of the Company's stockholders. Except where the context
otherwise requires, the term "Company" shall include any of the Company's
present or future parent or subsidiary corporations as defined in Sections
424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the "Code") and any other business venture
(including, without limitation, joint venture or limited liability company) in
which the Company has a controlling interest, as determined by the Board of
Directors of the Company (the "Board").

     The Plan is designed to replace the Company's 1994 Stock Incentive Plan,
and upon the approval of the Plan by the Company's stockholders, no further
awards may be made under the Company's 1994 Stock Incentive Plan.

2.   ELIGIBILITY

     All of the Company's employees, officers, directors, consultants and
advisors are eligible to be granted options or restricted stock awards (each, an
"Award") under the Plan. Each person who has been granted an Award under the
Plan shall be deemed a "Participant."

3.   ADMINISTRATION AND DELEGATION

     (a)  ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be administered by
the Board. The Board shall have authority to grant Awards and to adopt, amend
and repeal such administrative rules, guidelines and practices relating to the
Plan as it shall deem advisable. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem expedient to carry the Plan into effect and it
shall be the sole and final judge of such expediency. All decisions by the Board
shall be made in the Board's sole discretion and shall be final and binding on
all persons having or claiming any interest in the Plan or in any Award. No
director or person acting pursuant to the authority delegated by the Board shall
be liable for any action or determination relating to or under the Plan made in
good faith.

     (b)  APPOINTMENT OF COMMITTEES. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). All references in the
Plan to the "Board" shall mean the Board or a Committee of the Board or the
executive officers referred to in Section 3(c)

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of the Plan to the extent that the Board's powers or authority under the Plan
have been delegated to such Committee or executive officers.

     (c)  DELEGATION TO EXECUTIVE OFFICERS. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to grant Awards to employees or officers of the Company or any
of its present or future subsidiary corporations and to exercise such other
powers under the Plan as the Board may determine, provided that the Board shall
fix the terms of the Awards to be granted by such executive officers (including,
without limitation, the exercise price of such Awards, which may include a
formula by which the exercise price will be determined) and the maximum number
of shares subject to Awards that the executive officers may grant; provided
further, however, that no executive officer shall be authorized to grant Awards
to any "executive officer" of the Company (as defined by Rule 3b-7 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) or to any
"officer" of the Company (as defined by Rule 16a-1 under the Exchange Act).

4.   STOCK AVAILABLE FOR AWARDS

     (a)  NUMBER OF SHARES. Subject to adjustment under Section 7 of the Plan,
Awards may be made under the Plan for up to the number of shares of common
stock, $0.01 par value per share, of the Company ("Common Stock") that is equal
to the sum of:

          (1)  2,000,000 shares of Common Stock; plus

          (2)  an annual increase to be added on July 1 of each year during the
               period beginning on July 1, 2004 and ending on July 2, 2013 equal
               to the lesser of (i) 150,000 shares of Common Stock, (ii) 1.5% of
               the outstanding shares on such date and (iii) an amount
               determined by the Board.

     Notwithstanding clause (2) above, in no event shall the number of shares
available under this Plan be increased as set forth in clause (2) to the extent
such increase, in addition to any other increases proposed by the Board in the
number of shares available for issuance under all other employee or director
stock plans, would result in the total number of shares then available for
issuance under all employee and director stock plans exceeding 30% of the
outstanding shares of Common Stock, assuming conversion into Common Stock of all
outstanding shares of the Company's convertible preferred stock, on July 1 of
the applicable year.

     If any Award expires or is terminated, surrendered or canceled without
having been fully exercised or is forfeited in whole or in part (including,
without limitation, as the result of shares of Common Stock subject to such
Award being repurchased by the Company at the original issuance price pursuant
to a contractual repurchase right) or results in any Common Stock not being
issued, the unused Common Stock covered by such Award shall again be available
for the grant of Awards under the Plan, subject, however, in the case of
Incentive Stock Options, to any limitations under the Code. Shares issued under
the Plan may consist in whole or in part of authorized but unissued shares or
treasury shares.

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     (b)  PER-PARTICIPANT LIMIT. Subject to adjustment under Section 7 of the
Plan, the maximum number of shares of Common Stock with respect to which Awards
may be granted to any Participant under the Plan shall be 500,000 per calendar
year. The per-Participant limit described in this Section 4(b) shall be
construed and applied consistently with Section 162(m) of the Code ("Section
162(m)").

5.   STOCK OPTIONS

     (a)  GENERAL. The Board may grant options to purchase Common Stock (each,
an "Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including, without
limitation, conditions relating to applicable federal or state securities laws,
as it considers necessary or advisable. An Option which is not intended to be an
Incentive Stock Option (as hereinafter defined) shall be designated a
"Nonstatutory Stock Option."

     (b)  INCENTIVE STOCK OPTIONS. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of Artisoft, Inc., any of
Artisoft, Inc.'s present or future parent or subsidiary corporations as defined
in Sections 424(e) or (f) of the Code, and any other entities the employees of
which are eligible to receive Incentive Stock Options under the Code, and shall
be subject to and shall be construed consistently with the requirements of
Section 422 of the Code. The Company shall have no liability to a Participant,
or any other party, if an Option (or any part thereof) that is intended to be an
Incentive Stock Option is not an Incentive Stock Option.

     (c)  EXERCISE PRICE. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement,
provided, however, that the exercise price shall be not less than 85% of the
fair market value of the Common Stock, as determined by (or in a manner approved
by) the Board in good faith (the "Fair Market Value"), at the time the Option is
granted.

     (d)  DURATION OF OPTIONS. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement; provided, however, that no Option will be granted
for a term in excess of 10 years.

     (e)  EXERCISE OF OPTION. Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including, without limitation, electronic notice) approved
by the Board together with payment in full as specified in Section 5(f) of the
Plan for the number of shares for which the Option is exercised.

     (f)  PAYMENT UPON EXERCISE. Common Stock purchased upon the exercise of an
Option granted under the Plan shall, unless otherwise prohibited by applicable
law, be paid for as follows:

          (1)  in cash or by check, payable to the order of the Company;

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          (2)  except as the Board may, in its sole discretion, otherwise
provide in an option agreement, by (i) delivery of an irrevocable and
unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price and any required tax
withholding or (ii) delivery by the Participant to the Company of a copy of
irrevocable and unconditional instructions to a creditworthy broker to deliver
promptly to the Company cash or a check sufficient to pay the exercise price and
any required tax withholding;

          (3)  when the Common Stock is registered under the Securities Exchange
Act of 1934 (the "Exchange Act"), by delivery of shares of Common Stock owned by
the Participant valued at their Fair Market Value, provided such Common Stock,
if acquired directly from the Company, was owned by the Participant at least six
months prior to such delivery;

          (4)  to the extent permitted by the Board, in its sole discretion by
(i) delivery of a promissory note of the Participant to the Company on terms
determined by the Board, or (ii) payment of such other lawful consideration as
the Board may determine; or

          (5)  by any combination of the above permitted forms of payment.

     (g)  SUBSTITUTE OPTIONS. In connection with a merger or consolidation of an
entity with the Company or the acquisition by the Company of property or stock
of an entity, the Board may grant Options in substitution for any options or
other stock or stock-based awards granted by such entity or an affiliate
thereof. Substitute Options may be granted on such terms as the Board deems
appropriate in the circumstances, notwithstanding any limitations on Options
contained in the other sections of this Section 5 or in Section 2 of the Plan.

6.   RESTRICTED STOCK

     (a)  GRANTS. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a "Restricted Stock Award").
Subject to adjustment under Section 7 of the Plan, Restricted Stock Awards may
be made under the Plan for no more than 40,000 shares of Common Stock.

     (b)  TERMS AND CONDITIONS. The Board shall determine the terms and
conditions of any such Restricted Stock Award, including, without limitation,
the conditions for repurchase (or forfeiture) and the issue price, if any.

     (c)  STOCK CERTIFICATES. Any stock certificates issued in respect of a
Restricted Stock Award shall be registered in the name of the Participant and,
unless otherwise determined by the Board, deposited by the Participant, together
with a stock power endorsed in blank, with the Company (or its designee). At the
expiration of the applicable restriction periods, the Company (or such designee)
shall deliver the certificates no longer subject to such restrictions to the

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Participant or if the Participant has died, to the beneficiary designated, in a
manner determined by the Board, by a Participant to receive amounts due or
exercise rights of the Participant in the event of the Participant's death (the
"Designated Beneficiary"). In the absence of an effective designation by a
Participant, Designated Beneficiary shall mean the Participant's estate.

7.   ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS

     (a)  CHANGES IN CAPITALIZATION. In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than an ordinary
cash dividend, (i) the number and class of securities available under this Plan
under Section 4(a) of the Plan (including, without limitation, the share numbers
relating to annual increases pursuant to Section 4(a)(2) of the Plan), (ii) the
per-Participant limit set forth in Section 4(b) of the Plan, (iii) the number
and class of securities and exercise price per share subject to each outstanding
Option, (iv) the repurchase price per share subject to each outstanding
Restricted Stock Award and (v) the limit on the aggregate number of shares which
may be made subject to Restricted Stock Awards set forth in Section 6(a) of the
Plan, shall be appropriately adjusted by the Company (or substituted Awards may
be made, if applicable) to the extent the Board shall determine, in good faith,
that such an adjustment (or substitution) is necessary and appropriate. If this
Section 7(a) applies and Section 7(b) of the Plan also applies to any event,
Section 7(b) shall be applicable to such event, and this Section 7(a) shall not
be applicable.

     (b)  REORGANIZATION EVENTS

          (1)  DEFINITION. A "Reorganization Event" shall mean: (a) any merger
or consolidation of the Company with or into another entity as a result of which
all of the Common Stock of the Company is converted into or exchanged for the
right to receive cash, securities or other property, (b) any exchange of all of
the Common Stock of the Company for cash, securities or other property pursuant
to a share exchange transaction or (c) a liquidation or dissolution of the
Company.

          (2)  CONSEQUENCES OF A REORGANIZATION EVENT ON OPTIONS. Upon the
occurrence of a Reorganization Event, or the execution by the Company of any
agreement with respect to a Reorganization Event, the Board shall in its
discretion, take any one or more of the following actions with respect to
outstanding Options:

               (a)  provide that all outstanding Options shall be assumed, or
equivalent options shall be substituted, by the acquiring or succeeding
corporation (or an affiliate thereof). For purposes hereof, an Option shall be
considered to be assumed if, following consummation of the Reorganization Event,
the Option confers the right to purchase, for each share of Common Stock subject
to the Option immediately prior to the consummation of the Reorganization Event,
the consideration (whether cash, securities or other property) received as a
result of the Reorganization Event by holders of Common Stock for each share of
Common Stock held immediately prior to the consummation of the Reorganization
Event (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a

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majority of the outstanding shares of Common Stock); provided, however, that if
the consideration received as a result of the Reorganization Event is not solely
common stock of the acquiring or succeeding corporation (or an affiliate
thereof), the Company may, with the consent of the acquiring or succeeding
corporation, provide for the consideration to be received upon the exercise of
Options to consist solely of common stock of the acquiring or succeeding
corporation (or an affiliate thereof) equivalent in fair market value to the per
share consideration received by holders of outstanding shares of Common Stock as
a result of the Reorganization Event;

               (b)  upon written notice to the Participants, provide that all
then unexercised Options will become exercisable in full as of a specified time
prior to the Reorganization Event and will terminate immediately prior to the
consummation of such Reorganization Event, except to the extent exercised by the
Participants before the consummation of such Reorganization Event; and

               (c)  in the event of a Reorganization Event under the terms of
which holders of Common Stock will receive upon consummation thereof a cash
payment for each share of Common Stock surrendered pursuant to such
Reorganization Event (the "Acquisition Price"), provide that all outstanding
Options shall terminate upon consummation of such Reorganization Event and that
each Participant shall receive, in exchange therefor, a cash payment equal to
the amount (if any) by which (A) the Acquisition Price for the Common Stock
subject to the applicable Options multiplied by the number of shares of Common
Stock subject to such outstanding Options (whether or not then exercisable),
exceeds (B) the aggregate exercise price of such Options.

          If any Option provides that it may be exercised for shares of Common
Stock which remain subject to a repurchase right in favor of the Company, upon
the occurrence of a Reorganization Event, any shares of restricted stock
received upon exercise of such Option shall be treated in accordance with
Section 7(b)(3) as if they were a Restricted Stock Award.

          (3)  CONSEQUENCES OF A REORGANIZATION EVENT ON RESTRICTED STOCK
AWARDS. Upon the occurrence of a Reorganization Event, the repurchase and other
rights of the Company under each outstanding Restricted Stock Award shall inure
to the benefit of the Company's successor and shall apply to the cash,
securities or other property which the Common Stock was converted into or
exchanged for pursuant to such Reorganization Event in the same manner and to
the same extent as they applied to the Common Stock subject to such Restricted
Stock Award.

8.   GENERAL PROVISIONS APPLICABLE TO AWARDS

     (a)  TRANSFERABILITY OF AWARDS. Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the life of the Participant, shall be exercisable only
by the Participant. References to a Participant, to the extent relevant in the
context, shall include references to authorized transferees.

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     (b)  DOCUMENTATION. Each Award shall be evidenced in such form (written,
electronic or otherwise) as the Board shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan.

     (c)  BOARD DISCRETION. Except as otherwise provided by the Plan, each Award
may be made alone or in addition or in relation to any other Award. The terms of
each Award need not be identical, and the Board need not treat Participants
uniformly.

     (d)  TERMINATION OF STATUS. The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

     (e)  WITHHOLDING. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. Except as the Board may otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act,
Participants may satisfy such tax obligations in whole or in part by delivery of
shares of Common Stock, including, without limitation, shares retained from the
Award creating the tax obligation, valued at their Fair Market Value; provided,
however, that the total tax withholding where stock is being used to satisfy
such tax obligations cannot exceed the Company's minimum statutory withholding
obligations (based on minimum statutory withholding rates for federal and state
tax purposes, including, without limitation, payroll taxes, that are applicable
to such supplemental taxable income). The Company may, to the extent permitted
by law, deduct any such tax obligations from any payment of any kind otherwise
due to a Participant.

     (f)  AMENDMENT OF AWARD. The Board may amend, modify or terminate any
outstanding Award, including, without limitation, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

     (g)  CONDITIONS ON DELIVERY OF STOCK. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including, without limitation, any applicable securities laws and any applicable
stock exchange or stock market rules and regulations, and (iii) the Participant
has executed and delivered to the Company such representations or agreements as
the Company may consider appropriate to satisfy the requirements of any
applicable laws, rules or regulations.

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     (h)  ACCELERATION. The Board may at any time provide that any Award shall
become immediately exercisable in full or in part, free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the
case may be.

     (i)  DEFERRED DELIVERY OF SHARES ISSUABLE PURSUANT TO AN AWARD. The Board
may, at the time any Award is granted, provide that, at the time Common Stock
would otherwise be delivered pursuant to the Award, the Participant shall
instead receive an instrument evidencing the right to future delivery of Common
Stock at such time or times, and on such conditions, as the Board shall specify.
The Board may at any time accelerate the time at which delivery of all or any
part of the Common Stock shall take place.

9.   MISCELLANEOUS

     (a)  NO RIGHT TO EMPLOYMENT OR OTHER STATUS. No person shall have any claim
or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

     (b)  NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.

     (c)  EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective on
the date on which it is adopted by the Board, but no Award granted to a
Participant that is intended to comply with Section 162(m) shall become
exercisable, vested or realizable, as applicable to such Award, unless and until
the Plan has been approved by the Company's stockholders to the extent
stockholder approval is required by Section 162(m) in the manner required under
Section 162(m) (including, without limitation, the vote required under Section
162(m)). No Awards shall be granted under the Plan after the completion of ten
years from the earlier of (i) the date on which the Plan was adopted by the
Board or (ii) the date the Plan was approved by the Company's stockholders, but
Awards previously granted may extend beyond that date.

     (d)  AMENDMENT OF PLAN. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time, provided that to the extent required by
Section 162(m), no Award granted to a Participant that is intended to comply
with Section 162(m) after the date of such amendment shall become exercisable,
realizable or vested, as applicable to such Award,

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unless and until such amendment shall have been approved by the Company's
stockholders if required by Section 162(m) (including, without limitation, the
vote required under Section 162(m)).

     (e)  GOVERNING LAW. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.

                              Adopted by the Board on January 1, 2004

                              Approved by the Company's
                              Stockholders on March 15, 2004

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                                 ARTISOFT, INC.

                        INCENTIVE STOCK OPTION AGREEMENT
                     GRANTED UNDER 2004 STOCK INCENTIVE PLAN

1.   GRANT OF OPTION.

     This agreement evidences the grant by Artisoft, Inc., a Delaware
corporation (the "Company"), on___, 20___ (the "Grant Date") to _____, an
employee of the Company (the "Participant"), of an option to purchase, in whole
or in part, on the terms provided herein and in the Company's 2004 Stock
Incentive Plan (the "Plan"), a total of _______ shares (the "Shares") of common
stock, $0.01 par value per share, of the Company ("Common Stock") at $_____ per
Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern
time, on the date that is ten years from the Grant Date (the "Final Exercise
Date").

     It is intended that the option evidenced by this agreement shall be an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended, and any regulations promulgated thereunder (the "Code").
Except as otherwise indicated by the context, the term "Participant", as used in
this option, shall be deemed to include any person who acquires the right to
exercise this option validly under its terms.

2.   VESTING SCHEDULE.

     This option will become exercisable ("vest") in accordance with the
following schedule: 25% one year after the Grant Date, with the remaining 75%
vesting in equal monthly installments over the succeeding 36 months.

     The right of exercise shall be cumulative so that to the extent the option
is not exercised in any period to the maximum extent permissible it shall
continue to be exercisable, in whole or in part, with respect to all Shares for
which it is vested until the earlier of the Final Exercise Date or the
termination of this option under Section 3 hereof or the Plan.

3.   EXERCISE OF OPTION.

     (a)  FORM OF EXERCISE. Each election to exercise this option shall be in a
writing in the form attached hereto as ANNEX A, signed by the Participant, and
received by the Company at its principal office, accompanied by this agreement,
and payment in full in the manner provided in the Plan. The Participant may
purchase less than the number of Shares covered hereby, provided that no partial
exercise of this option may be for any fractional Share.

     (b)  CONTINUOUS RELATIONSHIP WITH THE COMPANY REQUIRED. Except as otherwise
provided in this Section 3, this option may not be exercised unless the
Participant, at the time he or she exercises this option, is, and has been at
all times since the Grant Date, an employee or officer of, or consultant or
advisor to, the Company or any parent or subsidiary of the Company as defined in
Section 424(e) or (f) of the Code (an "Eligible Participant").

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     (c)  TERMINATION OF RELATIONSHIP WITH THE COMPANY. If the Participant
ceases to be an Eligible Participant for any reason, then, except as provided in
paragraphs (d) and (e) below, the right to exercise this option shall terminate
three months after such cessation (but in no event after the Final Exercise
Date), PROVIDED THAT this option shall be exercisable only to the extent that
the Participant was entitled to exercise this option on the date of such
cessation. Notwithstanding the foregoing, if the Participant, prior to the Final
Exercise Date, violates the non-competition or confidentiality provisions of any
employment contract, confidentiality and nondisclosure agreement or other
agreement between the Participant and the Company, the right to exercise this
option shall terminate immediately upon such violation.

     (d)  EXERCISE PERIOD UPON DEATH OR DISABILITY. If the Participant dies or
becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to
the Final Exercise Date while he or she is an Eligible Participant and the
Company has not terminated such relationship for "cause" as specified in
paragraph (e) below, this option shall be exercisable, within the period of one
year following the date of death or disability of the Participant, by the
Participant (or in the case of death by an authorized transferee), PROVIDED THAT
this option shall be exercisable only to the extent that this option was
exercisable by the Participant on the date of his or her death or disability,
and further provided that this option shall not be exercisable after the Final
Exercise Date.

     (e)  DISCHARGE FOR CAUSE. If the Participant, prior to the Final Exercise
Date, is discharged by the Company for "cause" (as defined below), the right to
exercise this option shall terminate immediately upon the effective date of such
discharge. "Cause" shall mean willful misconduct by the Participant or willful
failure by the Participant to perform his or her responsibilities to the Company
(including, without limitation, breach by the Participant of any provision of
any employment, consulting, advisory, nondisclosure, non-competition or other
similar agreement between the Participant and the Company), as determined by the
Company, which determination shall be conclusive. The Participant shall be
considered to have been discharged for "Cause" if the Company determines, within
30 days after the Participant's resignation, that discharge for cause was
warranted.

4.   TAX MATTERS.

     (a)  WITHHOLDING. No Shares will be issued pursuant to the exercise of this
option unless and until the Participant pays to the Company, or makes provision
satisfactory to the Company for payment of, any federal, state or local
withholding taxes required by law to be withheld in respect of this option.

     (b)  DISQUALIFYING DISPOSITION. If the Participant disposes of Shares
acquired upon exercise of this option within two years from the Grant Date or
one year after such Shares were acquired pursuant to exercise of this option,
the Participant shall notify the Company in writing of such disposition.

5.   NONTRANSFERABILITY OF OPTION.

     This option may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent

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and distribution, and, during the lifetime of the Participant, this option shall
be exercisable only by the Participant.

6.   PROVISIONS OF THE PLAN.

     This option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this option.

     IN WITNESS WHEREOF, the Company has caused this option to be executed under
its corporate seal by its duly authorized officer. This option shall take effect
as a sealed instrument.

                              ARTISOFT, INC.

Dated: _________, 20__        By:
                                      ------------------------------------
                                      Name:
                                           -------------------------------
                                      Title:
                                            ------------------------------

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<Page>

                            PARTICIPANT'S ACCEPTANCE

     The undersigned hereby accepts the foregoing option and agrees to the terms
and conditions thereof. The undersigned hereby acknowledges receipt of a copy of
the Company's 2004 Stock Incentive Plan.

                                    PARTICIPANT:

                                    -------------------------------
                                    Name:
                                         --------------------------
                                    Address:
                                                -------------------

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

                                       -4-
<Page>

                                                                         ANNEX A

                         NOTICE OF STOCK OPTION EXERCISE

                              Date: ____________(1)

Artisoft, Inc.
5 Cambridge Center
Cambridge, Massachusetts 02142

Attention: Treasurer

Dear Sir or Madam:

     I am the holder of an Incentive Stock Option granted to me under the
Artisoft, Inc. (the "Company") 2004 Stock Incentive Plan on __________(2) for
the purchase of __________(3) shares of Common Stock of the Company at a
purchase price of $__________(4) per share.

     I hereby exercise my option to purchase _________(5) shares of Common Stock
(the "Shares"), for which I have enclosed __________(6) in the amount of
________(7). Please register my stock certificate as follows:

     Name(s):                              (8)
                    -----------------------

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

     Address:
                    -----------------------

     Tax I.D. #:                           (9)
                    -----------------------

----------
(1)  Enter the date of exercise.
(2)  Enter the date of grant.
(3)  Enter the total number of shares of Common Stock for which the option was
granted.
(4)  Enter the option exercise price per share of Common Stock.
(5)  Enter the number of shares of Common Stock to be purchased upon exercise of
all or part of the option.
(6)  Enter "cash", "personal check" or "stock certificates No. XXXX and XXXX".
(7)  Enter the dollar amount (price per share of Common Stock times the number
of shares of Common Stock to be purchased), or the number of shares tendered.
Fair market value of shares tendered, together with cash or check, must cover
the purchase price of the shares issued upon exercise.
(8)  Enter name(s) to appear on stock certificate: (a) Your name only; or (b)
Your name and other name (i.e., John Doe and Jane Doe, Joint Tenants With Right
of Survivorship).
(9)  Social Security Number of Holder(s).

                                       A-1
<Page>

Very truly yours,


-----------------------------
Name:
     ------------------------


               [SIGNATURE PAGE TO NOTICE OF STOCK OPTION EXERCISE]

                                       A-2
<Page>

                                 ARTISOFT, INC.

                       NONSTATUTORY STOCK OPTION AGREEMENT
                     GRANTED UNDER 2004 STOCK INCENTIVE PLAN

1.   GRANT OF OPTION.

     This agreement evidences the grant by Artisoft, Inc., a Delaware
corporation (the "Company"), on ___,20___ (the "Grant Date") to ______ , an
[employee], [consultant], [director] of the Company (the "Participant"), of an
option to purchase, in whole or in part, on the terms provided herein and in the
Company's 2004 Stock Incentive Plan (the "Plan"), a total of________ shares (the
"Shares") of common stock, $0.01 par value per share, of the Company ("Common
Stock") at $____ per Share. Unless earlier terminated, this option shall expire
at 5:00 p.m., Eastern time, on the date that is ten years from the Grant Date
(the "Final Exercise Date").

     It is intended that the option evidenced by this agreement shall not be an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended, and any regulations promulgated thereunder (the "Code").
Except as otherwise indicated by the context, the term "Participant", as used in
this option, shall be deemed to include any person who acquires the right to
exercise this option validly under its terms.

2.   VESTING SCHEDULE.

     This option will become exercisable ("vest") in accordance with the
following schedule: 25% one year after the Grant Date, with the remaining 75%
vesting in equal monthly installments over the succeeding 36 months.

     The right of exercise shall be cumulative so that to the extent the option
is not exercised in any period to the maximum extent permissible it shall
continue to be exercisable, in whole or in part, with respect to all Shares for
which it is vested until the earlier of the Final Exercise Date or the
termination of this option under Section 3 hereof or the Plan.

3.   EXERCISE OF OPTION.

     (a)  FORM OF EXERCISE. Each election to exercise this option shall be in a
writing in the form attached hereto as ANNEX A, signed by the Participant, and
received by the Company at its principal office, accompanied by this agreement,
and payment in full in the manner provided in the Plan. The Participant may
purchase less than the number of Shares covered hereby, provided that no partial
exercise of this option may be for any fractional Share.

     (b)  CONTINUOUS RELATIONSHIP WITH THE COMPANY REQUIRED. Except as otherwise
provided in this Section 3, this option may not be exercised unless the
Participant, at the time he or she exercises this option, is, and has been at
all times since the Grant Date, an employee, officer or director of, or
consultant or advisor to, the Company or any other entity the employees,

<Page>

officers, directors, consultants, or advisors of which are eligible to receive
option grants under the Plan (an "Eligible Participant").

     (c)  TERMINATION OF RELATIONSHIP WITH THE COMPANY. If the Participant
ceases to be an Eligible Participant for any reason, then, except as provided in
paragraphs (d) and (e) below, the right to exercise this option shall terminate
three months after such cessation (but in no event after the Final Exercise
Date), PROVIDED THAT this option shall be exercisable only to the extent that
the Participant was entitled to exercise this option on the date of such
cessation. Notwithstanding the foregoing, if the Participant, prior to the Final
Exercise Date, violates the non-competition or confidentiality provisions of any
employment contract, confidentiality and nondisclosure agreement or other
agreement between the Participant and the Company, the right to exercise this
option shall terminate immediately upon such violation.

     (d)  EXERCISE PERIOD UPON DEATH OR DISABILITY. If the Participant dies or
becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to
the Final Exercise Date while he or she is an Eligible Participant and the
Company has not terminated such relationship for "cause" as specified in
paragraph (e) below, this option shall be exercisable, within the period of one
year following the date of death or disability of the Participant, by the
Participant (or in the case of death by an authorized transferee), PROVIDED THAT
this option shall be exercisable only to the extent that this option was
exercisable by the Participant on the date of his or her death or disability,
and further provided that this option shall not be exercisable after the Final
Exercise Date.

     (e)  DISCHARGE FOR CAUSE. If the Participant, prior to the Final Exercise
Date, is discharged by the Company for "cause" (as defined below), the right to
exercise this option shall terminate immediately upon the effective date of such
discharge. "Cause" shall mean willful misconduct by the Participant or willful
failure by the Participant to perform his or her responsibilities to the Company
(including, without limitation, breach by the Participant of any provision of
any employment, consulting, advisory, nondisclosure, non-competition or other
similar agreement between the Participant and the Company), as determined by the
Company, which determination shall be conclusive. The Participant shall be
considered to have been discharged for "Cause" if the Company determines, within
30 days after the Participant's resignation, that discharge for cause was
warranted.

4.   WITHHOLDING.

     No Shares will be issued pursuant to the exercise of this option unless and
until the Participant pays to the Company, or makes provision satisfactory to
the Company for payment of, any federal, state or local withholding taxes
required by law to be withheld in respect of this option.

5.   NONTRANSFERABILITY OF OPTION.

     This option may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the Participant.

                                       -2-
<Page>

6.   PROVISIONS OF THE PLAN.

     This option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this option.

     IN WITNESS WHEREOF, the Company has caused this option to be executed under
its corporate seal by its duly authorized officer. This option shall take effect
as a sealed instrument.

                              ARTISOFT, INC.

Dated: _________, 20__        By:
                                      ------------------------------------
                                      Name:
                                           -------------------------------
                                      Title:
                                            ------------------------------

                                       -3-
<Page>

                            PARTICIPANT'S ACCEPTANCE

     The undersigned hereby accepts the foregoing option and agrees to the terms
and conditions thereof. The undersigned hereby acknowledges receipt of a copy of
the Company's 2004 Stock Incentive Plan.

                                    PARTICIPANT:

                                    -------------------------------
                                    Name:
                                         --------------------------
                                    Address:
                                                -------------------

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

                                       -4-
<Page>

                                                                         ANNEX A

                         NOTICE OF STOCK OPTION EXERCISE

                              Date: ____________(1)

Artisoft, Inc.
5 Cambridge Center
Cambridge, Massachusetts 02142

Attention: Treasurer

Dear Sir or Madam:

     I am the holder of a Nonstatutory Stock Option granted to me under the
Artisoft, Inc. (the "Company") 2004 Stock Incentive Plan on __________(2) for
the purchase of __________(3) shares of Common Stock of the Company at a
purchase price of $__________(4) per share.

     I hereby exercise my option to purchase _________(5) shares of Common Stock
(the "Shares"), for which I have enclosed __________(6) in the amount of
________(7). Please register my stock certificate as follows:

     Name(s):                              (8)
                    -----------------------

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

     Address:
                    -----------------------

     Tax I.D. #:                           (9)
                    -----------------------

----------
(1)  Enter the date of exercise.
(2)  Enter the date of grant.
(3)  Enter the total number of shares of Common Stock for which the option was
granted.
(4)  Enter the option exercise price per share of Common Stock.
(5)  Enter the number of shares of Common Stock to be purchased upon exercise of
all or part of the option.
(6)  Enter "cash", "personal check" or "stock certificates No. XXXX and XXXX".
(7)  Enter the dollar amount (price per share of Common Stock times the number
of shares of Common Stock to be purchased), or the number of shares tendered.
Fair market value of shares tendered, together with cash or check, must cover
the purchase price of the shares issued upon exercise.
(8)  Enter name(s) to appear on stock certificate: (a) Your name only; (b) Your
name and other name (i.e., John Doe and Jane Doe, Joint Tenants With Right of
Survivorship); or (c) A Child's name, with you as custodian (i.e., Jane Doe,
Custodian for Tommy Doe). Note: There may be income and/or gift tax consequences
of registering shares in a Child's name.
(9)  Social Security Number of Holder(s).

                                       A-1
<Page>

Very truly yours,


-----------------------------
Name:
     ------------------------


               [SIGNATURE PAGE TO NOTICE OF STOCK OPTION EXERCISE]

                                       A-2