ARTISOFT INC
STEVEN MANSON AGREEMENT
<DOCUMENT>
<TYPE>EX-10.04
<SEQUENCE>4
<FILENAME>ex10-04.txt
<DESCRIPTION>STEVEN MANSON AGREEMENT
<TEXT>
                                                                   EXHIBIT 10.04

                                    AGREEMENT

     THIS  AGREEMENT  (the  "Agreement")  is  entered  into  on the  8th  day of
February,  2001,  by and between  ARTISOFT,  INC., a Delaware  corporation  (the
"Company"), and Steven Manson (the "Executive").

     The  Company   considers  it  essential  to  the  best   interests  of  its
stockholders  to take  reasonable  steps to  retain  key  management  personnel.
Further, the Board of Directors of the Company (the "Board") recognizes that the
concerns  which  might  arise  among  management  during a period  of  financial
uncertainty  regarding the Company could result in the  distraction or departure
of management personnel to the detriment of the Company and its stockholders.

     The Board has determined, therefore, that appropriate steps should be taken
to reinforce and encourage  the  continued  attention and  dedication of the key
management of the Company to their assigned  duties  without  distraction in the
face of difficult  circumstances,  and  potential  concern  that less  severance
benefits  might  be paid  (in the  case of  involuntary  termination)  to  those
employees whose loyalty and dedication  caused there to remain in the employment
of the Company despite these difficult circumstances.

     In order to induce you to remain in the employ of the Company,  the Company
has  determined  to enter  into this  Agreement  which  addresses  the terms and
conditions of severance  benefits in the event of an involuntary  termination of
employment with the Company other than in connection with a Change in Control of
the Company.

                                    ARTICLE I

                                   DEFINITIONS

     For  purposes  of this  Agreement,  in  addition  to  other  defined  terms
contained in this  Agreement,  the  following  capitalized  words shall have the
meanings set forth below:

     1.1 "CAUSE" shall mean a termination of the Executive's  employment  during
the Term which is a result of (i) the Executive's  felony  conviction,  (ii) the
Executive's  willful and  detrimental  disclosure  to third  parties of material
trade secrets or other material confidential information related to the business
of the  Company  and its  subsidiaries  or (iii)  the  Executive's  willful  and
continued  failure  substantially  to perform  the  Executive's  duties with the
Company (other than any such failure  resulting from the Executive's  incapacity
due to  physical  or mental  illness)  after a written  demand  for  substantial
performance   is  delivered  to  the  Executive  by  the  Board,   which  demand
specifically  identifies  the  manner  in  which  the  Board  believes  that the
Executive has not  substantially  performed the  Executive's  duties,  and which
performance is not substantially corrected by the Executive within ten (10) days
of receipt of such  demand.  For purposes of the  previous  sentence,  no act or
failure to act on the Executive's part shall be deemed "willful" unless done, or
omitted to be done, by the  Executive  not in good faith and without  reasonable
belief that the  Executive's  action or omission was in the best interest of the
Company.
<PAGE>
     1.2  "INVOLUNTARY  TERMINATION"  shall mean the Executive's  termination of
employment  by the Company and its  subsidiaries  during the Term other than for
Cause or Disability.

     1.3  "CHANGE IN  CONTROL"  shall mean a Change in Control of the Company as
defined in the Change of Control Agreement between the Company and the Executive
dated August 25, 1998.

     1.4 The "TERM" of this  Agreement  shall  commence  on the date  hereof and
shall continue until the Third anniversary of the date hereof.

                                   ARTICLE II

                     INVOLUNTARY TERMINATION DURING THE TERM

     2.1 In the event of the  Executive's  Involuntary  Termination  during  the
Term, the Company shall pay the Executive his base salary, as and whets the same
would have been paid, for a period of nine (9) months  following the termination
date or until the Executive obtains employment, whichever first shall occur (the
"Salary  Continuation  Period")  / or the  Company  shall  pay the  Executive  a
"lump-sum"  severance  payment in the amount  equal to six (6) months of current
annual base  salary,  before  appropriate  withholding,  upon  execution  of the
Release attached hereto as Appendix "A" by the Executive.

     2.2 In addition,  Executive's  health and dental  coverage will be extended
through the Salary Continuation Period at the Company's expense.

     2.3 Executive agrees that during the Salary Continuation Period he shall be
reasonably available, from time to time, for consultation as may be requested by
the Company upon reasonable notice.

     2.4 Executive  agrees to promptly  notify the Company when Executive' s new
employment has commenced.

     2.5 The severance benefits set forth above shall be provided subject to the
execution by Executive of the Release attached hereto as Exhibit A.

                                   ARTICLE III

                                  MISCELLANEOUS

     3.1  NOTICE.  For the  purpose  of this  Agreement,  notices  and all other
communications  provided for in this Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
certified  or  registered  mail,  return  receipt  requested,  postage  prepaid,
addressed  to the  respective  addresses  set  forth  below,  or to  such  other
addresses  as  either  party  may have  furnished  to the  other in  writing  in
accordance  herewith,  except  that  notice  of a  change  of  address  shall be
effective only upon actual receipt:

To the Company:                    Artisoft, Inc.
                                   5 Cambridge Center
                                   Cambridge, MA 02142
                                   Attention: Chairman of the Board
<PAGE>
To the Executive:                  Steven Manson

     3.2  AMENDMENTS,  WAIVERS  ETC.  No  provision  of  this  Agreement  may be
modified, waived or discharged unless such waiver,  modification or discharge is
agreed to in writing. No wavier by either party hereto at any time of any breach
by the other party hereto of, or compliance  with, any condition or provision of
this  Agreement  to be performed by such other party shall be deemed a waiver of
similar or  dissimilar  provision or  conditions  at the same or at any prior or
subsequent time. No agreements or representation,  oral or otherwise, express or
implied,  with  respect to the  subject  matter  hereof have been made by either
party which are not  expressly set forth in this  Agreement  and this  Agreement
shall supersede all prior agreements, negotiations, correspondence, undertakings
and communications of the parties,  oral or written, with respect to the subject
matter hereof;  PROVIDED,  HOWEVER,  that, except as expressly set forth herein,
this Agreement shall not supersede the terms of Equity Awards previously granted
to the Executive.

     3.3 VALIDITY.  The invalidity or  unenforceability of any provision of this
Agreement  shall  not  affect  the  validity  or  enforceability  of  any  other
provisions of this Agreement, which shall remain in full force and effect.

     3.4 COUNTERPARTS.  This Agreement may be executed in several  counterparts,
each of which  shall be deemed to be an  original  but of all of which  together
will constitute one and the same instrument.

     3.5.  NO  CONTRACT  OF  EMPLOYMENT.  Nothing  in this  Agreement  shall  be
construed as giving the  Executive any right to be retained in the employ of the
Company.

     3.6 WITHHOLDING.  Amounts paid to the Executive  hereunder shall be subject
to all applicable federal, state and local withholding taxes.

     3.7 HEADING.  The heading  contained in this Agreement are intended  solely
for  convenience  of reference and shall not affect the rights of the parties to
this Agreement.

     3.8  GOVERNING  LAW.  The  validity,   interpretation,   construction,  and
performance  of this  Agreement  shall be  governed  by the laws of the State of
Arizona  applicable to contracts entered into and to be performed wholly in such
State.

     IN WITNESS WHEREOF,  each of the parties hereto has executed this Agreement
as of the date first indicated above.

                                        ARTISOFT, INC.

                                        By /s/ Michael Downey
                                           --------------------------
                                           Michael Downey
                                           Chairman of the Board


                                           /s/ Steven G. Manson
                                           --------------------------
                                           Steve Manson
                                           Executive


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</DOCUMENT>
