

<PAGE>

                      Incentive Plan for Robert C. Greco
                    for Fiscal Year Ending March 31, 1996

1.  This plan applies to the fiscal year ending 3/31/96. This plan is intended 
to compensate the Vice President of Product Development for his hard work in 
helping the company achieve both development goals and technical alliances with 
partners in the retail channel -- both of which are critical to the future of 
Active Voice.

This compensation is paid according to the terms and conditions of the 
Employment Agreement between Robert Greco and Active Voice, Inc. Should this 
additional compensation agreement in any manner be inconsistent with the 
Employment Agreement, the Employment Agreement shall prevail.

2.  Salary will be increased for FY96 by 5% over FY95 to $9,000/mo as of April 
1, 1995.

3.  Bonus for the Vice President of Development are as follows:

       40% of average salary for FY95 to be paid after the end of the fiscal 
       year if 80% of all development goals reached. Between 80% and 50% of 
       goals met, the bonus will be reduced simultaneously and proportionately 
       from 20% to 0% of salary.

       An additional 10% of salary for alliance goal 0. 40% for alliance goal 
       1, 40% for alliance goal 2 and 20% for structure goal 1.

Maximum upside: 150% of salary, or $161,000, for a total comp of $270,000.

Specific objectives, both for alliances, structure and development goals, can 
be changed with agreement of the President if strongly affected by changing 
market conditions or financial strategies not under the control of Development.

4.  Bonuses are dependent upon:
       Expenses for his department being less than or equal to the budget, 
       unless through written agreement with the President. Note: meeting the 
       budget also includes having less than or equal to the planned number of 
       heads in the last month of the year.

5.  If the company's earnings goals are difficult to achieve, the board may, at 
their discretion, substitute ISO stock options for cash bonus dollars at a 
ratio of not greater than 2 options per $10.

6.  Upon completion of the structure goals and alliance goals 0 and 2 attached, 
Mr. Greco is then entitled to and encouraged to take a sabbatical of 3 months 
duration, fully paid. However the President must agree in writing that the 
various duties of Mr. Greco will be covered appropriately in his absence.

 



<PAGE>

Agreed to by compensation committee:

/s/  H. Kawaguchi           September 6, 1995
- -----------------------     -------------------
Director H. Kawaguchi               Date

/s/  Tom Alberg             January 18, 1996
- -----------------------     -------------------
Director Tom Alberg                 Date

 

<PAGE>

           Additional Goals for Robert Greco Compensation Agreement
                              As of August, 1995

ALLIANCE GOALS

0.  Demonstrations of our "future of voicemail in the home, office and 
inbetween" by Bob to the following people during FY 1996: Head of telephony for
Lotus, head of telephony development for Novell, head of telephony 
development for Microsoft, head of product development for Delrina, head of 
product development for McCaw Wireless Division, head of telephony for Intel 
and three other modem manufacturers each with at least 5% of the fax/modem 
market, head of email for Compuserve or equivalent. As for timing, Compuserve 
or equivalent must be demo'd to by October 1995, and the rest can be done in 
order to meet Alliance Goal 1 below.

1.  A technical commitment within FY 96 from at least one alliance partner to 
demonstrate the use of ViewMail or ViewCall either within their product or 
using hooks built into their product. The commitment must be significant first 
in that their people will plan to spend at least 6 manmonths helping us write 
software or writing software themselves; and second, the partner will announce 
the alliance in a press release featuring us and them exclusively. Alliance 
partners for the purpose of this paragraph would be as follows: Novell, Lotus 
(which includes CCMail), Delrina, and Microsoft and Compuserve (or equivalent). 
If the partner is Novell, a press release regarding an NLM by us would be 
sufficient. For Microsoft, a press release regarding an icon that they will OEM 
for ViewCall or ViewMail would be sufficient.

2.  An acquisition of a company or its software in the field of home or retail 
voicemail that complements or replaces currently planned work by January 1996 
with the following provisos: it must be clear that this acquisition will 
contribute to EPS of the company by one year from the date of acquisition; and 
a preliminary milestone that must be met is that we must make an offer to them 
by October 31, 1995.

STRUCTURE GOALS:

1.  Announce with the VP of Sales and Marketing, by September 30, 1995, a 
structure for Product Management that results in harmony between Marketing and 
Development on the selection and development of new products. The results by 
the end of the fiscal year must include: one amazing new plain old voicemail 
feature; revenue per product predictions for all products; and a two year 
product plan.

 

<PAGE>

12/6/95

To:  Bard
From:  Bob G.

re:  Proposed Changes to Compensation Agreement:


1st page -- 1 minor change:
5.  If the company's earnings goals ..... 2 options per $10. Vesting of these 
substitute options will be immediate upon grant.

3rd page
Modifications as to not pre-assume the company strategy which is crystalizing 
now with our new VP Doug and new structure. this makes goals more realistic.


            Additional Goal for Robert Greco Compensation Agreement
                              As of August, 1995

ALLIANCE GOALS

0.  Demonstrations of the "Active Voice future vision and product strategy" by 
Bob to ten potential alliance partners during FY1996. These partners should 
include: Head of telephony for Lotus, head of telephony development for Novell, 
head of product development for McCaw Wireless Division, head of telephony for 
Intel and three other modem manufacturers each with at least 5% of the 
fax/modem market, head of email for Compuserve or equivalent. Other potential 
alliance partner demonstrations will contribute to this goal subject to 
approval by the President. As for timing, Compuserve or equivalent must be 
demo'd to by October 1995, and the rest can be done in order to meet Alliance 
Goal 1 below.

1.  A technical commitment within FY96 from at least one alliance partner to 
demonstrate the integration of an Active Voice product within their product or 
by using hooks built into their product. The commitment must be significant 
first in that their people will plan to spend at least 6 personmonths helping 
us write software or writing software themselves; and second, the partner will 
announce the alliance in a press release featuring us and them exclusively. 
Alliance partners for the purpose of this paragraph would be as follows: 
Novell, Lotus (which includes cc:Mail), Delrina, Microsoft and Compuserve 
(or equivalent). If the partner is Novell, a press release regarding an NLM by 
us would be sufficient. For Microsoft, a press release regarding an icon that 
they will OEM for ViewCall or ViewMail would be sufficient. Other alliance 
partners may qualify subject to approval by the President.

2.  An acquisition or investment with option to buy of a company or its 
software in the field of home or retail voicemail or any other field which is 
of strategic importance to Active Voice, that complements or replaces currently 
planned work by July 1996 with the following provisos: it must be clear that 
this acquisition will fit the near and long term financial objectives including 
increased EPS; and a preliminary milestone that must be met is that we must 
make an offer to them by March 31st, 1996.

STRUCTURE GOALS:

1.  Announce with the VP of Sales and Marketing, by September 30, 1995, a 
structure for Product Management that results in harmony between Marketing and 
Development on the selection and development of new products. The results by 
the end of the fiscal year must include: one amazing new plain old voicemail 
feature (determined by opinion of the President) released or scheduled to be 
released in 1996; revenue per product predictions for all products; and a two 
year product plan.

APPROVAL OF ALL HIGHLIGHTED ITEMS

/s/ H. Kawaguchi           January 12, 1996



/s/ Tom Alberg              January 18, 1996


