THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Brooktrout, Inc. (Retired) (BRKT.X)

3/30/2005 Proxy Information

The board of directors believes that ownership of our common stock by our executive officers aligns the interests of our executive officers with the interests of our stockholders. To further the goal of aligning the interests of the executive officers with the interests of our stockholders, the board on March 3, 2000 approved loans to certain of our executive officers to finance such executive officerÕs payment of the exercise price of one or more outstanding stock options to purchase shares of our common stock.

In March 2000, we made loans to Mr. Giler, Mr. Leahy, Ms. Magliozzi and Mr. OÕBrien as follows:

¥ Mr. Giler received a loan in the principal amount of $3,470,357 to purchase 255,143 shares of common stock. Approximately $2,761,531 was outstanding under this loan as of March 18, 2005.

¥ Mr. Leahy received a loan in the principal amount of $2,127,716 to purchase 148,268 shares of common stock. Approximately $1,774,390 was outstanding under this loan as of March 18, 2005.

¥ Ms. Magliozzi received a loan in the principal amount of $15,741 to purchase 1,334 shares of common stock, of which the entire amount was outstanding as of March 18, 2005.

¥ Mr. OÕBrien received a loan in the principal amount of $2,180,880 to purchase 156,680 shares of common stock. Approximately $1,774,390 was outstanding under this loan as of March 18, 2005.

In connection with these loans, each of the executive officers executed a nonrecourse promissory note in the amount of the loan and a related security agreement. These promissory notes do not bear interest. Each promissory note becomes due and payable in full no later than the expiration of the remaining term of the option exercised in connection with the loan, and each provides for automatic repayment upon the sale of the common stock that is the subject of the loan or within 90 days following the termination of the executive officerÕs employment with us. The shares of common stock purchased in connection with each loan is pledged as collateral for the related promissory note.

We have not made any loans to our executive officers since March 2000, and no amendments have been made to the terms of any of the outstanding loans set forth above since they were made in March 2000.

From time to time, we purchase travel services from Boston Air Charter Company LLC, a company that is owned in part by Mr. Giler. As of December 31, 2004, Mr. Giler owned 80% equity interest in Boston Air Charter. In 2004, we purchased travel services from Boston Air Charter of approximately $150,000. Our purchases from Boston Air Charter in 2004 constituted approximately 6% of Boston Air CharterÕs consolidated gross revenues for the fiscal year ending December 31, 2004. We believe that the prices charged to us by Boston Air Charter are comparable to those that would be available from unaffiliated third parties.

3/30/2004 Proxy Information

The board of directors believes that ownership of our common stock by our executive officers aligns the interests of our executive officers with the interests of our stockholders. To further the goal of aligning the interests of the executive officers with the interests of our stockholders, the board on March 3, 2000 approved, and we instituted, a loan program. Pursuant to this loan program, we could lend amounts to, or on behalf of, certain of our executive officers to finance an executive officer's payment of the exercise price of one or more outstanding stock options to purchase shares of our common stock.

In March 2000, we made loans to Mr. Giler, Mr. Leahy, Ms. Magliozzi and Mr. O'Brien under this loan program.

¥ Mr. Giler received a loan in the principal amount of $3,470,357 to purchase 255,143 shares of common stock. He repaid $708,826 of this principal amount in 2003, and $2,761,531 was outstanding as of December 31, 2003.

¥ Mr. Leahy received a loan in the principal amount of $2,127,716 to purchase 148,268 shares of common stock. He repaid $353,326 of this principal amount in 2003, and $1,774,390 was outstanding as of December 31, 2003.

¥ Ms. Magliozzi received a loan in the principal amount of $15,741 to purchase 1,334 shares of common stock, of which the entire amount was outstanding as of December 31, 2003.

¥ Mr. O'Brien received a loan in the principal amount of $2,180,880 to purchase 156,680 shares of common stock. He repaid $311,540 of this principal amount in 2003, and $1,774,390 was outstanding as of December 31, 2003. In connection with these loans, each of the executive officers executed a nonrecourse promissory note in the amount of the loan and a related security agreement. These promissory notes do not bear interest. Each promissory note becomes due and payable in full no later than the expiration of the remaining term of the option exercised in connection with the loan, and each provides for automatic repayment upon the sale of the common stock that is the subject of the loan or within 90 days following the termination of the executive officer's employment with us. The shares of common stock purchased in connection with a loan are pledged as collateral for the related promissory note.

We have not made any loans under this program since March 2000, and no amendments have been made to the terms of any of the outstanding loans since they were made in March 2000.

4/3/2003 Proxy Information

In March 2000, we made loans to Messrs. Giler, Duehren, Leahy, OÕBrien and Sirota under this loan program. Mr. Giler received a loan in the principal amount of $3,470,357 to purchase 255,143 shares of common stock, of which the entire amount was outstanding as of December 31, 2002. Mr. Duehren received a loan in the principal amount of $2,000,553 to purchase 130,315 shares of common stock, of which the entire amount was outstanding as of December 31, 2002. Mr. Leahy received a loan in the principal amount of $2,127,716 to purchase 148,268 shares of common stock, of which the entire amount was outstanding as of December 31, 2002. Mr. OÕBrien received a loan in the principal amount of $2,180,880 to purchase 156,680 shares of common stock, of which $2,104,920 was outstanding as of December 31, 2002. Mr. Sirota received a loan in the principal amount of $2,011,626 to purchase 132,067 shares of common stock, of which the entire amount was outstanding as of December 31, 2002.

In connection with these loans, each of the executive officers executed a nonrecourse promissory note in the amount of his loan and a related security agreement. These promissory notes do not bear interest.

Each promissory note becomes due and payable in full no later than the expiration of the remaining term of the option exercised in connection with the loan, and each provides for automatic repayment upon the sale of the common stock that is the subject of the loan or within 90 days following the termination of the executive officerÕs employment with us. The shares of common stock purchased in connection with a loan are pledged as collateral for the related promissory note. We have not made any loans under this program since March 2000, and no amendments have been made to the terms of any of the outstanding loans since they were made in March 2000.