Exhibit 4.5


                          AMENDMENT TO RIGHTS AGREEMENT

     This  Amendment  (this  "Amendment")  dated as of August 6, 2001 is entered
into  between  Artisoft,  Inc.,  a Delaware  corporation  (the  "Company"),  and
ComputerShare  Investor  Services  (formerly  known as Harris  Trust and Savings
Bank) (the "Rights Agent").

     The Company and BankOne  Arizona,  NA (the "Original Rights Agent") entered
into that certain Rights  Agreement dated as of December 23, 1994 (as amended to
date, the "Rights Agreement").

     The  Original  Rights  Agent  resigned  as rights  agent  under the  Rights
Agreement,  the Company  appointed  the Rights Agent as  successor  rights agent
under the Rights Agreement, and the Rights Agent accepted such appointment,  all
effective as of July 1, 1998.

     The Company now desires to modify certain terms of the Rights Agreement, as
provided  in this  Amendment,  and the Rights  Agent is willing to agree to such
modifications.

     Capitalized  terms used in this  Amendment and not otherwise  defined shall
have the respective meanings ascribed to them in the Rights Agreement.

     NOW, THEREFORE, the parties hereto agree as follows:

     1.  AMENDMENT.  Section 1(a) of the Rights  Agreement is hereby  amended by
deleting  such  Section 1(a) in its entirety and  inserting  the  following  new
Section 1(a) in lieu thereof:

          (a)  "Acquiring  Person" shall mean any Person who or which,  together
     with all Affiliates and Associates of such Person,  shall be the Beneficial
     Owner of 25% or more of the Common Shares then  outstanding,  but shall not
     include the Company,  any Subsidiary of the Company or any employee benefit
     plan of the  Company or of any  Subsidiary  of the  Company,  or any entity
     holding  Common  Shares  for or  pursuant  to the  terms of any such  plan.
     Notwithstanding the foregoing, no Person shall be deemed to be an Acquiring
     Person (i) as the result of an  acquisition of Common Shares by the Company
     which,  by  reducing  the  number  of  shares  outstanding,  increases  the
     proportionate  number of shares beneficially owned by such Person to 25% or
     more of the  Common  Shares  of the  Company  then  outstanding;  PROVIDED,
     HOWEVER,  that if a Person shall become the Beneficial Owner of 25% or more
     of the Common  Shares of the Company  then  outstanding  by reason of share
     purchases  by the  Company  and shall,  after such share  purchases  by the
     Company, become the Beneficial Owner of any additional Common Shares of the
     Company,  then such Person  shall be deemed to be an Acquiring  Person,  or
     (ii) if within  eight days  after such  Person  would  otherwise  become an
     Acquiring  Person (but for the operation of this clause (ii)),  such Person
     notifies the Board of Directors that such Person did so  inadvertently  and
     within two days  after such  notification,  such  Person is the  Beneficial
     Owner of less  than 25% of the  outstanding  Common  Shares,  or (iii) as a
     result of becoming the  Beneficial  Owner of securities  issued or issuable
     pursuant to the terms and provisions of the Purchase Agreement dated August
     8, 2001 between the Company and the  Investors  set forth on the  signature
<PAGE>
     pages thereto or issued or issuable upon conversion or exercise of any such
     securities  (collectively  "Purchase  Agreement  Securities"),  unless,  in
     addition to such Purchase  Agreement  Securities,  such Person  becomes the
     Beneficial Owner of other outstanding Common Shares of the Company.

     2. Section 1(k) of the Rights  Agreement is hereby amended by deleting such
Section 1(k) in its entirety and  inserting  the  following  new Section 1(k) in
lieu thereof:

          (k) "Final Expiration Date" shall mean December 31, 2001.

     3. Exhibit B to the Rights Agreement,  the Form of Rights  Certificate,  is
hereby  amended by changing the date  "December 26, 2004" to "December 31, 2001"
each time it appears in such Exhibit.

     4. Exhibit C to the Rights Agreement,  the Stockholder  Rights Plan Summary
of Rights,  is hereby  amended  by  changing  the date  "December  26,  2004" to
"December 31, 2001" each time it appears in such Exhibit.

     5. EFFECT ON RIGHTS.  Each Right  heretofore or hereafter  issued under the
Rights Agreement (as amended and in effect from time to time) shall be deemed to
be amended in accordance with this Amendment.

     6.  CONTINUING  EFFECT.  Except as modified by this  Amendment,  the Rights
Agreement  and all Rights  heretofore  or hereafter  issued  shall  continue and
remain in full force and effect.

     7.  GOVERNING  LAW.  This  Amendment  shall be governed by and construed in
accordance with the laws of the State of Delaware  applicable to contracts to be
made and performed entirely within such State.

     8.  COUNTERPARTS.   This  Amendment  may  be  executed  in  any  number  of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.

                                    * * * * *
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     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed as of the day and year first above written.


                                      ARTISOFT, INC.


                                      By: /s/ Michael J. O'Donnell
                                          -------------------------------
                                          Name:  Michael J. O'Donnell
                                          Title: Chief Financial Officer


                                      COMPUTERSHARE INVESTOR SERVICES,
                                      as Rights Agent


                                      By: /s/ Kenneth J. Vlk
                                          -------------------------------
                                          Name:  Kenneth J. Vlk
                                          Title: Relationship Manager