

          {1992 Corporate Backgrounder

          Artisoft designs  and manufactures a  full product  line of  low-
          cost, award-winning software, hardware and systems for local area
          networking.

          ["Our mission is to create innovative connectivity solutions]
          [that improve the productivity of the business community."]

          { - Jack Schoof, President and CEO}

          Founded  by  Jack  Schoof (pronounced  "shoaf")  in  1982 through
          private investment,  the company  recently  went public,  selling
          2,875,000 shares of common stock in September, 1991. The offering
          generated $42,838,000 to be used for general corporate purposes. 

          Jack Schoof first saw the need for PC connectivity when he formed
          Artisoft in 1982.  His was a small business that, like most small
          businesses, needed to run efficiently if it was going to succeed.
          So  he  set out  to  create  a solution  that  would  allow small
          businesses like his own to link their PCs together to communicate
          and share resources.  The LANtastic Local Area Network  - a peer-
          to-peer network that provides a  flexible system in which all Pcs
          can share every peripheral and every resource on the network - is
          the result of his work.

          Since  Schoof founded  Artisoft, his  company has grown  from one
          employee to more than 300 and from renting a storefront office to
          owning a three-building complex  and renting separate  production
          and  warehouse facilities. In  addition, Artisoft has established
          international subsidiaries in the United Kingdom and Japan.

          {Local Area Network Market Overview}

          More and more  small- to medium-sized  businesses (less than  500
          employees) are  turning to LANs  because they want to  save money
          and  increase  productivity  by  sharing  expensive  peripherals,
          automating  data  handling,  and  implementing other  time-saving
          applications  such   as  electronic  mail.   Because  most  small
          businesses do  not  have  a  readily  available  MIS  manager  or
          extensive  in-house  technical  support,   they  need  simplicity
          combined with functionality.

          Larger companies (more than 500 employees) use LANs because  they
          allow corporate users to operate independently from minicomputers
          and  mainframes, yet  still maintain  access  to the  information
          residing on those larger computers. MIS directors have found that
          connecting  PCs  via  LANs  is  more  cost  effective   than  via
          minicomputers and mainframes.

          There are  two networking  technologies available  in the  market
          today  -  peer-to-peer  and client  server.  While  client-server
          networks have been  designed to meet  the needs  of the few,  the
          large corporations with ample budgets; peer-to-peer networks have
          been focused on the needs of the many, the small- to medium-sized
          businesses that constitute the bulk of the market.

          Artisoft has  developed and  targeted its products  to small-  to
          medium-sized businesses,  and in  just four  years has  installed
          more than 1,000,000,network nodes and more than 210,000 LANtastic
          Local Area Networks worldwide. Artisoft sales in fiscal 1988 were
          $2.1  million,  $6.6 million  in  fiscal 1989,  $21.1  million in
          fiscal 1990, and $41.1 in fiscal  1991 and 74.3 million in fiscal
          1992.

          The  peer-to-peer  network  market   has  grown  from  2  to   20
          competitors  in the  last four  years. Even  the leading  client-
          server  network manufacturer has entered the market, thus further
          establishing peer-to-peer as a viable network alternative.

          {The LANtastic Local Area Network}

          Artisoft's LANtastic Local  Area Network is a leader  in the DOS-
          based peer-to-peer  LAN market because it addresses  the needs of
          the small- to medium-sized business market. It offers a powerful,
          full-featured, easy-to-use  networking solution that is  not only
          priced  affordably, but also  allows businesses to  network their
          existing  PCs   instead  of  purchasing   expensive  high-powered
          computers  to act  as dedicated  servers.  Because it  requires a
          minimal amount  of a PC's  RAM, it  also eliminates the  need for
          expensive memory upgrades.

          Also, it's flexible. Every network  computer can act as a server,
          workstation or  both, and all  programs, data and  peripherals on
          the network are  available as shared resources  and accessible to
          everyone. Plus, it is intuitively easy - to install, to learn, to
          use  and to  administer  -  without  compromising  efficiency  or
          features.  It  only  takes  about  15  minutes  to  install  each
          LANtastic node,  which offers  many of the  same features  as the
          larger networks.

          The  LANtastic Local  Area  Network  continually offers  improved
          features and  greater performance as  well as working  with other
          operating environments.

          LANtastic Starter  Kits offer  a complete  hardware and  software
          networking solution for two PCs- two Artisoft adapters, LANtastic
          NOS supporting up  to 300 users,  cabling and documentation  from
          which users can  add nodes by installing  additional adapters and
          cabling. This  one-stop solution  is valuable  and convenient  to
          Artisoft resellers and  endusers alike because Artisoft  develops
          and supports  the entire  package. LANtastic  Starter Kits  allow
          users to  build their networks  around their choice  of Ethernet-
          standard   or   propriety  adapters,   10BASE-T   and/or  coaxial
          connections, ISA or Micro Channel buses.

          LANtastic   for  Windows  network  utility  lets  users  run  the
          LANtastic network (version  4.0 and above) from  within Microsoft
          Windows 3.0 and  above. This separately purchased  utility offers
          the same features as the  DOS version's NET and NET_MGR programs,
          but within  the easy, graphical user interface (GUI) of Microsoft
          Window's pull-down  menus, icons  and on-line  help. It  supports
          Dynamic Data Exchange (DDE) so that  Windows applications can use
          LANtastic e-mail to exchange messages and transfer data.

          LANtastic  for NetWare  software brings  the  LANtastic network's
          peer-to-peer features  to Novell  NetWare users.  In addition  to
          peripheral-sharing,  it  allows  NetWare users  to  expand  their
          network  without purchasing an expensive NetWare upgrade and acts
          as  a  valuable  backup network  that  keeps  operating  when the
          NetWare  server or network  is down. It  runs on top  of Novell's
          NetBIOS emulation and requires Novell's NetBIOS to operate.

          LANtastic  Z  Local  Area  Network  is the  serial/parallel/modem
          version of the LANtastic network.  Because it is a zero-slot LAN,
          it  does  not require  adapters,  which  makes it  an  invaluable
          business tool for notebook and laptop users.

          LANtastic/AI  Local Area  Network is  the  adapter -  independent
          version  of the LANtastic  network. It is  packaged with software
          drivers for running the LANtastic network on other manufacturer's
          adapters.

          LANtastic for  Macintosh software  or software/hardware  solution
          brings the two  worlds of Macintoshes and PCs  together through a
          PC gateway.  Files and  PostScript printers can be shared.   And,
          perhaps best  of all the  Macintosh users see their  familiar MAC
          Icons and the PC user interface is what they are used to seeing.

          {Artisoft's Connectivity Solutions}

          Artisoft also  continues to broaden  the Artisoft product  line -
          developing hardware  and software connectivity  solutions and new
          capabilities  like NetMedia  and  voice -  that  work with  other
          networks as well.

          Artisoft Ethernet Adapters are in 100% compliance with IEEE 802.3
          Ethernet standards.  The  AE-3 (  10BASE-T, thin  and thick  coax
          cabling,  the  AE-2 (thin  and  thick coax  cabling),  and AE-2/T
          (thick coax and 10BASE-T  cabling) Ethernet adapters are all  16-
          bit adapters and NE2000-compatible. The Artisoft AE-1/T (10BASE-T
          cabling) Ethernet adapter  is an 8-bit  adapter and is  software-
          compatible  with Novell's NE1000  adapter. All four  adapters are
          available for ISA  bus PCs and the AE-2  Ethernet adapter is also
          available in a Micro Channel version.

          LANtastic A2Mbps adapter  was designed as a  low-cost alternative
          to industry  - standard  Ethernet  adapters. It  features 32K  of
          onboard, dual-ported  RAM to  minimize use  of  the PCs'  working
          memory  and a 10Mhz coprocessor  to free the  PCs from almost all
          network  processing. Also  available  is  the  E2Mbps  for  Micro
          Channel.

          Central Station connectivity processor is a modem-sized multiport
          device  that provides  a cost-effective  solution for  connecting
          (with thin  coax  or 10BASE-T  cable)  a variety  of  peripherals
          including notebook computers, printers and  modems-to a LANtastic
          or NetWare Ethernet network.

          Peer-Hub concentrator is a complete 10BASE-T  hub that resides in
          a host  PC, XT, AT or EISA computer (ISA  mode only) and has five
          external  10BASE-T ports  and three  special internal  connectors
          designed to connect to other Artisoft products.

          ArtiCom modem-sharing software allows cost-effective asynchronous
          COM port sharing - modems,  faxes, serial printers and plotters -
          on any LAN operating under NetBIOS including Artisoft's LANtastic
          and Novell's NetWare networks.

          The Network Eye remote control program lets users broadcast their
          screens to or remotely view the screens and control the keyboards
          of up to 32 PCs at one time.

          {NETMEDIA}

          NetMedia  is  the  term   coined  by  Artisoft  to  describe   an
          integration  of informational  elements prepared  and distributed
          via a network. The end  result of this process is  a content-rich
          information source called a NetMedia document. NetMedia documents
          integrate text and  graphic data elements that are  in common use
          today, as well as new data types such as voice and music.

          ArtiScribe  NetMedia document and  dictation system is  the first
          product to  embody the NetMedia  concept. It allows PC  LAN users
          equipped  with Sounding Board  adapters to integrate  voice, text
          and graphic  data into a  NetMedia document and distribute  it to
          other ArtiScribe users on the network.

          {VOICE

          Sounding  Board  adapter,  a  low-cost  IBM-compatible  expansion
          adapter   with  a   telephone-style  handset,   converts  between
          audio/voice signals and  a digital data stream.  Its SoundPUP(tm)
          utility allows users to record  messages as DOS files from within
          applications.

          Voice Programmer's Interface software allows developers using the
          Sounding Board  adapter to quickly  and easily add  voice, sound,
          music and other audio enhancements to their own applications.

          {NetMedia Starter Kit}

          The NetMedia Starter  Kit-- An all-in-one solution  that provides
          users  with  a  fast  and  efficient  peer-to-peer  network  that
          delivers multi-faceted documents composed  of sound, graphics and
          text.    Take   advantage  of  the  easy-to-use   graphical  user
          interface,  DDE and  OLE capabilities  of Windows  3.1.   The Kit
          brings together several of Artisoft's award- winning  products in
          a  complete,  single-provider  Network  solution.   The  NetMedia
          Starter  Kit includes the LANtastic Network Operating System, the
          LANtastic for Windows network utility, two Artisoft AE-2 Ethernet
          adapters, two  Sounding Board  adapters with  telephone handsets,
          cabling and documentation.

          {Industry Awards and Recognition

          When Artisoft engineers began developing the LANtastic Local Area
          Network product line in 1986, innovative design and affordability
          were  key considerations.  The results  of  their creativity  and
          cost-consciousness  are  powerful  networking  solutions and  LAN
          applications that  require very  little memory,  are easy-to-use,
          feature-rich and low-cost.

          {Artisoft, Inc.} 

          {o}    1991 Arizona Innovation Network's Innovator of the Year
               Award for Computer/Software Innovations 
          {o}    1991, 1990, 1989 Inc. Magazine's Inc. 500, the list of the
               500 fastest-growing privately-held companies in America 
          {o}    1991 Connecticut Mutual/US Chamber of Commerce/Nation's
               Business Blue Chip Enterprise Award 
          {o}    1991 Beacon Foundation for Mentally Retarded Special
               Recognition Award 1990-91 LANDA Chairman's Award 
          {o}    1990-91 LANDA Executive Director's Award

          {LANtastic Local Area Network} 

          {o}    1992 LAN Times Reader's Choice Award 
          {o}    1992 LAN Magazine Product of the Year for Entry-level
               Network Operating Systems 
          {o}    1991 PC Magazine Editor's Choice for DOS-based LANs 
          {o}    1991 LAN Magazine Product of the Year for Entry-level
               Network Operating Systems 
          {o}    1991 LAN Times Readers Choice for Peer-to-Peer Networks 
          {o}    1990 PC Magazine Editors' Choice for Peer-to-Peer Network
               Operating Systems 
          {o}    1990 PC Magazine Editors' Choice for CD-ROM Networking 
          {o}    1990 LAN Times Recommended for Networking 
          {o}    1990 Systems Integration Product of the Year Finalist for
               Local Area Networks 
          {o}    1989 PC Magazine Editors' Choice for Low-Cost LANs 
          {o}    1989 PC World Best Buy for Low-Cost LANs 
          {o}    1988 PC Magazine Technical Excellence Nomination 
          {o}    1988 BYTE Magazine Award of Distinction

          {LANtastic Z Zero-Slot Local Area Network} 

          {O}    1990 PC Magazine Editors' Choice

          {Central Station(tm) Connectivity Processor} 

          {o}    1991 BYTE & Interface Group's Best of Spring COMDEX in
               Connectivity

          {Artisoft AE-3(tm) Ethernet Adapter}

          {o}    1991 PC Magazine Best of 1991

          {Artisoft AE-2(tm) Ethernet Adapter} 

          {o}    1991 PC World World Class Award for LAN Boards  

          {Sounding Board Adapter (formerly LANtastic Voice(tm))} 

          {o}    1990 PC Magazine Technical Excellence

          {The Network Eye Local Area Network Remote Control Program} 

          {o}    1988 LAN Magazine Product of the Year

          {International Awards} 

          {o}    1992 PC Plus Recommended for LANtastic Local Area Network
               (UK) 
          {o}    1992 PC Plus Recommended for LANtastic for Windows Network
               Utility (UK) 
          {o}    1991 Computer Buyer Best Buy for LANtastic Local Area
               Network (UK)
          {o}    1991 Computer Shopper Best Communications Product (UK) 
          {o}    1991 Which Computer? Best Buy for Local Area Networks (UK) 
          {o}    1991 Mikro PC Editor's Choice for Peer-to-Peer Networking
               (Finland)
          {o}    1991 Mikro Data Product of the Year (Sweden) 
          {o}    1991 Capital Data Magazine Networking Product of the Year
               (Norway)
          {o}    1990 PC World Product of the Year (Norway)

          {Artisoft's 1992 Strategy}

          {MARKETING AND PUBLICITY}

          Artisoft  markets and publicizes its products through advertising
          campaigns,  direct  mail,  telemarketing, product  and  corporate
          publicity,  media  relations,   LANDA  membership,  enduser   and
          reseller seminars and  programs, and trade show  participation at
          COMDEX, NetWorld, PC Expo, FOSE, and a variety of smaller shows.

          International  Support. In  February  1991, Artisoft  established
          Artisoft  UK, a wholly  owned subsidiary with  responsibility for
          marketing, distribution and sales throughout  Europe. In December
          1991,   Artisoft    established   Artisoft   Japan    K.K.   with
          responsibility for promotion, marketing, adaptation, distribution
          and technical support of Artisoft products in Japan.

          {CHANNEL SUPPORT}

          Business  Development Group (BDG).  In 1991, Artisoft  formed the
          Business Development Group (BDG), a cadre of top-flight sales and
          technical  specialists who have  been stationed in  major markets
          across  the country  to conduct  seminars and to  assist Artisoft
          resellers in sales and support of Artisoft products.

          Artisoft Authorized Five  Star Resellers. In 1991,  Artisoft also
          introduced  the Artisoft  Authorized  Five Star  Reseller program
          which  offers added  discounts, support  and  services to  highly
          trained resellers.

          Enduser Programs. In 1992, Artisoft begins a dedicated effort  to
          support its endusers  by offering Artisoft training  seminars and
          by establishing users groups.

          Customer Satisfaction.  In 1991, Artisoft enhanced  its technical
          support  system  by  adding  a  state-of-the-art  automatic  call
          distribution system  to process  calls faster  and to  distribute
          them  to specific product  support groups. Artisoft  offers free,
          unlimited telephone, fax (Facts Fax) and on-line (BBS) support to
          registered endusers and resellers by phone. In addition, Artisoft
          has set  up a toll-free  sales information line,  1-800-TINY RAM,
          and has  joined CompuServe's PC  Vendor Forum so  that CompuServe
          subscribers   can  access  information  about  Artisoft  and  its
          products.

          {DISTRIBUTION
          
          Domestic Distribution.  Artisoft sells through more  than 27,000
          authorized resellers in  the United States. Ingram,  Merisel, and
          TechData  are distributing  Artisoft products  and several  major
          chains   have  picked  up  Artisoft  products,  including  Canon,
          CompuAdd, CompUSA, Computer City, Computer Factory, Dell, Egghead
          Discount Software, Global Computer  Supplies, INMAC, Radio  Shack
          BizMart and Soft Warehouse.

          International   Distribution.   Artisoft   sells  internationally
          through  distributors  in  Argentina,  Australia,  Austria,   The
          Benelux  (The Netherlands,  Belgium, Luxembourg),  Canada, Chile,
          France, Iceland, Greece, Hong Kong, Israel, Italy, Japan, Mexico,
          New  Zealand, Pakistan,  Poland,  Scandinavia (Denmark,  Finland,
          Norway,  Sweden),  Singapore,  South Korea,  Spain,  Switzerland,
          Turkey, and West Germany.

          {Corporate Officers
          
          C. John (Jack)  Schoof II, President and CEO.  Jack first entered
          the  industry  in 1972,  at  the  age of  14,  as  a professional
          programmer. By 17, he had  started his own consulting company. He
          earned a  B.S. in  Electrical  Engineering at  the University  of
          Arizona  while working  at  the  campus  computing  center  as  a
          consultant to  the professors. From  there, he went on  to Hughes
          Aircraft where  he designed  hybrid integrated  circuits for  the
          Phoenix and Maverick Missiles.

          He  founded  Artisoft   in  1982,  designing   telecommunications
          software, peripheral-sharing devices,  PC clones in 1985,  and as
          early as 1986, the LANtastic 2Mbps adapter and user interfaces to
          the  LANtastic  network  operating system.  Jack  now  oversees a
          company that employs  more than 300 people, and  as President and
          CEO,  is directly involved  in the engineering  research, design,
          development,  and  manufacturing  of  all Artisoft  hardware  and
          software products. His outside interests include music synthesis,
          soaring, scuba diving and photography.

          Alex Karahalios, Vice  President of Product Development.  Alex is
          responsible  for new hardware and software development as well as
          feature  enhancements  to  the   LANtastic  network.  During  the
          creation  of the  LANtastic network,  he  designed the  LANtastic
          NetBIOS, Redirector and Server. Alex  holds a B.S. in  Electrical
          Engineering from the University of  Arizona and has worked in the
          computer industry since  1976. His outside interests  include the
          development  of   novel  consumer  electronics   and  man/machine
          interfaces.
           
          William D. Baker,  Chief Financial Officer. Bill  joined Artisoft
          in  early  1990,   bringing  20  years  of   high-tech  financial
          experience to  his new position.  Prior to Artisoft he  served as
          the  corporate  controller  for  Burr-Brown Corporation,  a  $200
          million  multi-national  semi-conductor manufacturer;  and  as an
          officer  and corporate  controller for  CTS  Corporation, a  $275
          million multi-national electronic component manufacturer. Bill is
          active  in the  Financial  Executives Institute's  Committee  for
          Employee   Benefits  and   the  Tucson   Chamber  of   Commerce's
          legislative and education committees. In his free time, he enjoys
          watching and participating in sports, reading and traveling.

          Dennis  R. Weyrauch, Esq., General Counsel & Corporate Secretary.
          Dennis  joined Artisoft  in  1990  to  provide legal  counsel  in
          business  matters   such  as  general   corporate,  real   estate
          transactions, contracts  and employment  law. He  also interfaces
          with other attorneys  doing work for  the company. Dennis  earned
          his  undergraduate degree  in computer  science  from St.  Thomas
          College in  Minnesota and his  law degree from the  University of
          Arizona. He  has worked  in the legal  profession since  1983 and
          enjoys  downhill   and  cross-country  skiing,   racquetball  and
          cycling.

          Dave Hallmen, Vice President of Sales & Marketing. Dave is one of
          Artisoft's original ten  employees and joined the  Artisoft Sales
          Department in 1988 shortly after the LANtastic Local Area Network
          was introduced. His experience in sales and computers enabled him
          to contribute  significantly in developing  Artisoft's successful
          sales programs,  policies and  procedures. Dave  was promoted  to
          Sales  Manager then  National Sales  Manager  before his  present
          position.  His outside  interests include racquetball,  golf, and
          weightlifting.

