

          {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 500,000 network nodes and more  than  120,000 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.  

          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.

          {    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. 

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

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

          {[LANtastic Z Zero-Slot Local Area Network]}
          {1990 PC Magazine Editors' Choice 

          {[Central Station(tm) Connectivity Processor]}
          {1991  BYTE   &  Interface  Group's  Best  of  Spring  COMDEX  in
              {Connectivity 

          {[Artisoft AE-3(tm) Ethernet Adapter]}
          {1991 PC Magazine Best of 1991

          {[Artisoft AE-2(tm) Ethernet Adapter]}
          {1991 PC World World Class Award for LAN Boards
        
          {[Sounding Board Adapter (formerly LANtastic Voice(tm))]}
          {1990 PC Magazine Technical Excellence 

          {[The Network Eye Local Area Network Remote Control Program]}
          {1988 LAN Magazine Product of the Year

          {[International Awards]}
          {1992 PC Plus Recommended for LANtastic Local Area Network (UK)
          {1992  PC  Plus Recommended  for  LANtastic  for Windows  Network
              {Utility (UK)
          {1991 Computer  Buyer Best Buy  for LANtastic Local  Area Network
              {(UK)
          {1991 Computer Shopper Best Communications Product (UK)
          {1991 Which Computer? Best Buy for Local Area Networks (UK)
          {1991  Mikro  PC  Editor's  Choice  for  Peer-to-Peer  Networking
              {(Finland)
          {1991 Mikro Data Product of the Year (Sweden)
          {1991  Capital  Data  Magazine  Networking Product  of  the  Year
              {(Norway)
          {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 Dealers.  In 1991,  Artisoft also
          introduced the Artisoft Authorized Five Star Dealer 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  7000
          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
          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.

