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                                                                   EXHIBIT 10.69


                                HAYES CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN


         1.       PURPOSE

                  The purpose of the Hayes Corporation Employee Stock Purchase
Plan (the "Plan") is to give eligible employees of Hayes Corporation, a Delaware
corporation (the "Corporation"), and its Subsidiaries an opportunity to acquire
shares of the common stock of the Corporation (the "Common Stock") and to
continue to promote the Corporation's best interests and enhance its long-term
performance. This purpose will be carried through the granting of options
("options") to purchase shares of the Corporation's Common Stock through payroll
deductions or other means permitted under the Plan. The Plan is intended to
comply with the requirements of Section 423 of the Internal Revenue Code of
1986, as amended (the "Code"), applicable to employee stock purchase plans. The
provisions of the Plan shall be construed so as to comply with the requirements
of Section 423 of the Code.

         2.       CERTAIN DEFINITIONS

                  In addition to terms defined elsewhere in the Plan, the
following words and phrases shall have the meanings given below unless a
different meaning is required by the context:

                  (a) "Board" means the Board of Directors of the Corporation.

                  (b) "Code" means the Internal Revenue Code of 1986, as
         amended.

                  (c) "Committee" means the Compensation Committee of the Board,
         which has authority to administer the Plan pursuant to Section 4
         herein.

                  (d) "Common Stock" means shares of the common stock of the
         Corporation.

                  (e) "Corporation" means Hayes Corporation, a Delaware
         corporation.

                  (f) "Eligible Employee" means any employee of the Corporation
         or a Subsidiary except for (i) any employee whose customary employment
         is 20 hours or less per week, or (ii) any employee whose customary
         employment is for not more than five months in any calendar year. For
         purposes of the Plan, the employment relationship shall be treated as
         continuing intact while the individual is on sick leave or other leave
         of absence approved by the Corporation; provided that, where the period
         of leave exceeds 90 days and the individual's right to reemployment is
         not guaranteed either by statute or by contract, the employment
         relationship shall be deemed to have terminated on the 91st day of such
         leave.


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                  (g) "Fair Market Value" of the Common Stock as of the
         applicable Offer Date shall be determined in good faith by the
         Committee in accordance with the following provisions:

                            (i) if the shares of Common Stock are listed for
                  trading on the New York Stock Exchange or the American Stock
                  Exchange, the Fair Market Value shall be the closing sales
                  price of the shares on the New York Stock Exchange or the
                  American Stock Exchange (as applicable) on the date
                  immediately preceding the date the option is granted, or, if
                  there is no transaction on such date, then on the trading date
                  nearest preceding the date the option is granted for which
                  closing price information is available, and, provided further,
                  if the shares are quoted on the Nasdaq National Market or the
                  Nasdaq SmallCap Market of the Nasdaq Stock Market but are not
                  listed for trading on the New York Stock Exchange or the
                  American Stock Exchange, the Fair Market Value shall be the
                  closing sales price for such stock (or the closing bid, if no
                  sales were reported) as quoted on such system on the date
                  immediately preceding the date the option is granted for which
                  such information is available; or

                           (ii) if the shares of Common Stock are not listed or
                  reported in any of the foregoing, then Fair Market Value shall
                  be determined by the Committee in any other manner consistent
                  with the Code and accompanying regulations.

         Notwithstanding any provision of the Plan to the contrary, no
         determination made with respect to the Fair Market Value of Common
         Stock subject to an option shall be inconsistent with Section 423 of
         the Code or regulations thereunder.

                  (h) "Offer Date" means the date of grant of an option pursuant
         to the Plan. The Offer Date shall be the first date of each Purchase
         Period, commencing with the Purchase Period that commences on July 5,
         1998.

                  (i) "Option" means an option granted hereunder which will
         entitle a participant to purchase shares of Common Stock in accordance
         with the terms of the Plan.

                  (j) "Option price" means the price per share of Common Stock
         subject to an option, as determined in accordance with Section 8(b).

                  (k) "Participant" means an Eligible Employee who is a
         participant in the Plan.

                  (l) "Plan" means the Hayes Corporation Employee Stock Purchase
         Plan, as it may be hereafter amended.


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                  (m) "Purchase Date" means the date of exercise of an option
         granted under the Plan. The Purchase Date shall be the last day of each
         Purchase Period, commencing with the Purchase Period that terminates on
         January 3, 1999.

                  (n) "Purchase Period" means each quarterly period during which
         an offering to purchase Common Stock is made to Eligible Employees
         pursuant to the Plan, coinciding with each of the fiscal quarters of
         Hayes' fiscal year. The first date of each Purchase Period in a fiscal
         year shall be the first date of the corresponding fiscal quarter, and
         the last date of each Purchase Period in a fiscal year shall be the
         last date of the corresponding fiscal year. Notwithstanding the
         foregoing, the first Purchase Period after the effective date of the
         Plan shall begin on July 5, 1998 and end on January 2, 1999. The
         Committee shall have the power to change the duration of Purchase
         Periods (including the commencement date thereof) with respect to
         future offerings without stockholder approval if such change is
         announced at least five (5) days prior to the scheduled beginning of
         the first Purchase Period to be affected thereafter.

                  (o) "Subsidiary" means any present or future corporation which
         (i) would be a "subsidiary corporation" of the Corporation as that term
         is defined in Section 424 of the Code and (ii) is at any time
         designated as a corporation whose employees may participate in the
         Plan.

         3.       EFFECTIVE DATE

                  The Effective Date of the Plan shall be May 8, 1998. The first
Purchase Period during which offers to purchase Common Stock will be made shall
commence on July 5, 1998. The Plan shall have a term of 10 years unless sooner
terminated in accordance with Section 16 herein.

         4.       ADMINISTRATION

                  (a) The Plan shall be administered by the Board or, upon its
         delegation, by the Committee. References to the Committee shall include
         the Board if it is acting in its administrative capacity with respect
         to the Plan.

                  (b) Any action of the Committee may be taken by a written
         instrument signed by all of the members of the Committee and any action
         so taken by written consent shall be as fully effective as if it had
         been taken by a majority of the members at a meeting duly held and
         called. Subject to the provisions of the Plan, the Committee shall have
         full and final authority, in its discretion, to take any action with
         respect to the Plan, including, without limitation, the following: (i)
         to establish, amend and rescind rules and regulations for the
         administration of the Plan; (ii) to prescribe the form(s) of any
         agreements or other written instruments used in connection with the
         Plan; (iii) to determine the terms and provisions of the options
         granted hereunder; and (iv) to construe and interpret the Plan, the
         options, the rules and regulations, and the agreements or other written
         instruments, and to make all other

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         determinations necessary or advisable for the administration of the
         Plan. The determinations of the Committee on all matters regarding the
         Plan shall be conclusive. The Committee may appoint one or more agents
         to assist in the administration of the Plan.

         5.       SHARES SUBJECT TO PLAN

                  The aggregate number of shares of Common Stock which may be
purchased under the Plan shall not exceed 1,000,000 shares, subject to
adjustment pursuant to Section 13 herein. Shares of Common Stock granted
pursuant to the Plan shall be authorized but unissued shares, treasury shares or
shares purchased on the open market. The Corporation hereby reserves sufficient
authorized shares of Common Stock to provide for the exercise of options granted
hereunder. In the event that any option granted under the Plan expires
unexercised or is terminated, surrendered or canceled without being exercised,
in whole or in part, for any reason, the number of shares of Common Stock
subject to such option shall again be available for grant as an option and shall
not reduce the aggregate number of shares of Common Stock available for the
grant of options as set forth herein. If, on a given Purchase Date, the number
of shares with respect to which options are to be exercised exceeds the number
of shares then available under the Plan, the Corporation shall make a pro rata
allocation of the shares remaining available for purchase in as uniform a manner
as shall be practicable and as it shall determine to be equitable.

         6.       ELIGIBILITY

                  (a) Initial Eligibility. Any Eligible Employee who shall have
         completed 90 days' employment and shall be employed by the Corporation
         on any given the Offer Date for a Purchase Period shall be eligible to
         be a participant during such Purchase Period.

                  (b) Certain Limitations. Any provisions of the Plan to the
         contrary notwithstanding:

                           (i) No Eligible Employee shall be granted an option
                  under the Plan to the extent that, immediately after the
                  option was granted, the individual would own stock or hold
                  outstanding options to purchase stock (or both) possessing 5%
                  or more of the total combined voting power or value of all
                  classes of stock of the Corporation or of any parent or
                  subsidiary of the Corporation. For purposes of this Section
                  6(b)(i), stock ownership of an individual shall be determined
                  under the rules of Section 424(d) of the Code, and stock which
                  the employee may purchase under outstanding options shall be
                  treated as stock owned by the employee.

                           (ii) No Eligible Employee shall be granted an option
                  under the Plan to the extent that his rights to purchase stock
                  under all employee stock purchase plans (as defined in Section
                  423 of the Code) of the Corporation and any parent or
                  Subsidiary of the Corporation would accrue at a rate which
                  exceeds $25,000 of fair market value of such stock (determined
                  at the time of the grant of such option) for each calendar


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                  year in which such option is outstanding at any time. Any
                  option granted under the Plan shall be deemed to be modified
                  to the extent necessary to satisfy this Section 6(b)(ii).

         7.       PARTICIPATION; PAYROLL DEDUCTIONS

                  (a) Commencement of Participation. An Eligible Employee shall
         become a participant by completing a subscription agreement authorizing
         payroll deductions on the form provided by the Corporation and filing
         it with the Corporation prior to the Offer Date for the applicable
         Purchase Period. Following the filing of a valid subscription
         agreement, payroll deductions for a participant shall commence on the
         first payroll period which occurs on or after the Offer Date for the
         applicable Purchase Period and shall continue for successive Purchase
         Periods during which the participant is eligible to participate in the
         Plan, unless modified as provided in Section 7(d), or withdrawn as
         provided in Section 10 herein.

                  (b) Amount of Payroll Deduction; Determination of
         Compensation. At the time a participant files his subscription
         agreement authorizing payroll deductions, he shall elect to have
         payroll deductions made on each payday that he is a participant during
         a Purchase Period at a rate of not less than 1% nor more than 15% of
         his compensation. For the purposes herein, a participant's
         "compensation" during any Purchase Period means his base salary or
         regular rate of compensation (excluding commissions, bonuses, incentive
         compensation, overtime, employee benefits and similar elements of
         compensation) determined as of the first day of each Purchase Period.
         In the case of an hourly employee, an Eligible Employee's compensation
         during a pay period shall be determined by multiplying such employee's
         hourly rate of pay in effect on the date of the payroll deduction by
         the number of hours of work for such employee during such period. Such
         compensation rates shall be determined by the Committee in a
         nondiscriminatory manner consistent with the provision of Section 423
         of the Code and the regulations thereunder.

                  (c) Participant's Account. All payroll deductions made for a
         participant shall be credited to his account under the Plan and shall
         be withheld in whole percentages only.

                  (d) Changes in Payroll Deductions. A participant may
         discontinue his participation in the Plan as provided in Section 10
         herein, or may increase or decrease the rate of his payroll deductions
         during a Purchase Period by completing and filing with the Corporation
         a new subscription agreement authorizing a change in payroll deduction
         rate. The Committee may, in its discretion, limit the number of
         participation rate changes during a Purchase Period. The change in rate
         shall be effective with the first full payroll period following five
         (5) business days after the Corporation's receipt of the new
         subscription agreement unless the Corporation elects to process a given
         change in participation more quickly. A participant's subscription
         agreement shall remain in effect for successive Purchase Periods unless
         modified or terminated as provided in Sections 7(d) and 10 herein. A
         participant may discontinue his participation in the Plan as provided
         in Section 10, but no


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         other change may be made during a Purchase Period and, specifically, a
         participant may not alter the amount of his payroll deductions for that
         Purchase Period.

                  (e) Notwithstanding the foregoing, to the extent necessary to
         comply with Section 423(b)(8) of the Code and Section 6(b) herein, a
         participant's payroll deductions may be decreased to zero percent (0%)
         at any time during a Purchase Period. Payroll deductions shall
         recommence at the rate provided in such participant's subscription
         agreement at the beginning of the first Purchase Period which is
         scheduled to end in the following calendar year, unless terminated by
         the participant pursuant to Section 10 herein.

                  (f) Participation During Leave of Absence. If a participant
         goes on a leave of absence, such participant shall have the right to
         elect: (i) to withdraw the balance in his account pursuant to Section
         10; (ii) to discontinue contributions to the Plan but remain a
         participant in the Plan; or (iii) to remain a participant in the Plan
         during such leave of absence, authorizing deductions to be made from
         payments by the Corporation to the participant during such leave of
         absence and undertaking to make cash payments to the Plan at the end of
         each payroll period to the extent that amounts payable by the
         Corporation to such participant are insufficient to meet such
         participant's authorized payroll deductions.

         8.       GRANT OF OPTIONS

                  (a) Number of Option Shares. On the Offer Date of each
         Purchase Period, a participant shall be granted an option to purchase
         on the Purchase Date of such Purchase Period (at the applicable option
         price) such number of shares of Common Stock as is determined by
         dividing the amount of the participant's payroll deductions accumulated
         on or prior to the Purchase Date and retained in the participant's
         account as of the Purchase Date by the applicable option price (as
         determined in accordance with Section 8(b) herein); provided that such
         purchase shall be subject to the limitations set forth in Sections 6(b)
         herein. Exercise of the option shall occur as provided in Section 9
         herein, unless the participant has withdrawn pursuant to Section 10
         herein or terminated employment pursuant to Section 11 herein.

                  (b) Option Price. The option price per share of Common Stock
         purchased with payroll deductions made during such a Purchase Period
         for a participant shall be 85% of the Fair Market Value of a share of
         the Common Stock on the Purchase Date for the Purchase Period.

         9.       EXERCISE OF OPTIONS

                  (a) Automatic Exercise. Unless a participant gives written
         notice of withdrawal to the Corporation as provided in Section 10 or
         terminates employment as provided in Section 11, his option for the
         purchase of Common Stock shall be exercised automatically on the
         Purchase Date applicable to such Purchase Period, and the maximum
         number of

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         whole shares of Common Stock subject to the option shall be purchased
         for the participant at the applicable option price with the accumulated
         payroll deductions in his account at that time.

                  (b) Termination of Option. An option granted during any
         Purchase Period shall expire on the last day of the Purchase Period,
         except as otherwise provided in Sections 10 and 11.

                  (c) Fractional Shares. Fractional shares will not be issued
         under the Plan. Any excess payroll deductions in a participant's
         account which are not sufficient to purchase a whole share will be
         automatically re-invested in a subsequent Purchase Period unless the
         participant withdraws his payroll deductions pursuant to Section 10
         herein or terminates employment pursuant to Section 11 herein.

                  (d) Delivery of Stock. Within ten (10) business days after the
         Purchase Date of each Purchase Period, the Corporation will deliver to
         each participant (or his beneficiary) certificate(s) for the shares of
         Common Stock purchased upon exercise of his option.

         10.      WITHDRAWAL.

                  A participant may withdraw all but not less than all payroll
deductions and share certificates credited to his account during a Purchase
Period at any time prior to the applicable Purchase Date by giving written
notice to the Corporation in form acceptable to the Corporation. In the event of
such withdrawal, (i) all of the participant's payroll deductions credited to his
account will be paid to him promptly (without interest) after receipt of his
notice of withdrawal, (ii) certificates for shares held in the participant's
account shall be distributed to him, (iii) such participant's option for the
Purchase Period shall be automatically terminated, and (iv) no further payroll
deductions will be made during such Purchase Period. The Corporation may, at its
option, treat any attempt to borrow by an employee on the security of his
accumulated payroll deductions as an election to withdraw. A participant's
withdrawal during any Purchase Period will not have any effect upon his
eligibility to participate in any succeeding Purchase Period or in any similar
plan which may hereafter be adopted by the Corporation. Notwithstanding the
foregoing, however, if a participant withdraws during a Purchase Period, payroll
deductions shall not resume at the beginning of a succeeding Purchase Period
unless the participant delivers to the Corporation a new subscription agreement
and otherwise complies with the terms of the Plan.

         11.      TERMINATION OF EMPLOYMENT.

                  Upon termination of a participant's employment for any reason
(including death), or in the event that a participant ceases to be an Eligible
Employee, he shall be deemed to have withdrawn from the Plan. In such event, all
payroll deductions credited to his account during the Purchase Period (without
interest) but not yet used to exercise an option shall be delivered to him, or,
in the case of his death, to a beneficiary duly designated on a form acceptable
to the Committee

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pursuant to Section 17 herein. Any unexercised options granted to a participant
during such Purchase Period shall be deemed to have expired on the date of the
participant's termination of employment (unless terminated earlier pursuant to
Sections 9(b) or 10 herein).

         12.      TRANSFERABILITY

                  Neither payroll deductions credited to a participant's account
nor any option (or rights attendant to an option) granted pursuant to the Plan
may be transferred, assigned, pledged, or hypothecated (whether by operation of
law or otherwise), except as provided by will or the applicable laws of descent
or distribution. No option shall be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of an option, or levy of attachment or similar process upon the
option not specifically permitted herein, shall be null and void and without
effect, except that the Corporation may treat such act as an election to
withdraw funds during a Purchase Period in accordance with Section 10 hereof.
During a participant's lifetime, his option(s) may be exercised only by him.

         13.      DILUTION AND OTHER ADJUSTMENTS

                  (a) General. If there is any change in the outstanding shares
of Common Stock of the Corporation as a result of a merger, consolidation,
reorganization, stock dividend, stock split distributable in shares, or other
change in the capital stock structure of the Corporation, the Committee shall
make such adjustments to options (including but not limited to the option price
and the number of shares of Common Stock covered by each unexercised option), to
the number of shares reserved for issuance under the Plan, and to any provisions
of this Plan as the Committee deems equitable to prevent dilution or enlargement
of options or otherwise advisable to reflect such change.

                  (b) Merger or Asset Sale. In the event of a proposed sale of
all or substantially all of the assets of the Corporation, or the merger of the
Corporation with or into another corporation, each outstanding option shall be
assumed or an equivalent option substituted (in either case under terms
substantially similar to the terms of the Plan) by the successor corporation or
a parent or subsidiary of the successor corporation. In the event that the
successor corporation fails to agree to assume or substitute the option, the
Purchase Period then in progress shall be shortened by setting a new Purchase
Date (the "New Purchase Date") and the Purchase Period then in progress shall
end on the New Purchase Date. The New Purchase Date shall be before the date of
the Corporation's proposed sale or merger. The Corporation shall notify each
participant in writing, at least ten (10) business days prior to the New
Purchase Date, that the Purchase Date for the participant's option has been
changed to the New Purchase Date and that the participant's option shall be
exercised automatically on the New Purchase Date, unless prior to such date the
participant has withdrawn from the Purchase Period as provided in Section 10
hereof.


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         14.      STOCKHOLDER APPROVAL OF ADOPTION OF PLAN

                  The Plan is subject to the approval of the Plan by the holders
of a majority of the outstanding shares of Common Stock of the Corporation
within 12 months of the date of adoption of the Plan by the Board. The Plan
shall be null and void and of no effect if the foregoing condition is not
fulfilled.

         15.      LIMITATIONS ON OPTIONS

                  Notwithstanding any other provisions of the Plan:

                  (a) The Corporation intends that options granted and Common
         Stock issued under the Plan shall be treated for all purposes as
         granted and issued under an employee stock purchase plan within the
         meaning of Section 423 of the Code and regulations issued thereunder.
         Any provisions required to be included in the Plan under Section 423
         and regulations issued thereunder are hereby included as fully as
         though set forth in the Plan.

                  (b) All employees shall have the same rights and privileges
         under the Plan, except that the amount of Common Stock which may be
         purchased by any employee under options granted pursuant to the Plan
         shall bear a uniform relationship to the compensation of employees. All
         rules and determinations of the Committee in the administration of the
         Plan shall be uniformly and consistently applied to all persons in
         similar circumstances.

         16.      AMENDMENT AND TERMINATION OF THE PLAN

                  The Board may at any time and from time to time modify, amend,
suspend or terminate the Plan or any option granted hereunder, except that (i)
stockholder approval shall be required of any amendment to the extent required
under Section 423 of the Code or other applicable law or rule; and (ii) no
amendment may materially and adversely affect any option outstanding at the time
of the amendment without the consent of the holder thereof. The Plan shall
terminate in any event when the maximum number of shares of Common Stock to be
sold under the Plan (as provided in Section 5) has been purchased.

         17.      DESIGNATION OF BENEFICIARY

                  The Committee, in its sole discretion, may authorize
participants to designate a person or persons as each such participant's
beneficiary, which beneficiary shall be entitled to the rights of the
participant in the event of the participant's death to which the participant
would otherwise be entitled. The Committee shall have sole discretion to approve
the form or forms of such beneficiary designations, to determine whether such
beneficiary designations will be accepted, and to interpret such beneficiary
designations.


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         18.      LEGAL AND OTHER REQUIREMENTS.

                  The obligations of the Corporation to issue, deliver and
transfer shares of Common Stock subject to the Plan shall be subject to all
applicable laws, regulations, rules and approvals, including, but not by way of
limitation, the effectiveness of a registration statement under the Securities
Act of 1933, as amended, if deemed necessary or appropriate by the Corporation.
Certificates for shares of Common Stock issued hereunder may be legended as the
Corporation shall deem appropriate.

         19.      INTEREST.

                  No interest shall accrue on the payroll deductions of a
participant in the Plan.

         20.      NO OBLIGATION TO EXERCISE OPTIONS.

                  The granting of an option shall impose no obligation upon a
participant to exercise such option.

         21.      USE OF FUNDS.

                  The proceeds received by the Corporation from the sale of
Common Stock pursuant to options will be used for general corporate purposes,
and the Corporation shall not be obligated to segregate such payroll deductions.

         22.      WITHHOLDING TAXES.

                  Upon the exercise of any option under the Plan, in whole or in
part, or at the time some or all of the Common Stock is disposed of, a
participant must make adequate provision for the Corporation's federal, state or
other tax withholding obligations, if any, which arise from the exercise of the
option or the disposition of the Common Stock. The Corporation shall have the
right to require the participant to remit to the Corporation, or to withhold
from the participant (or both) compensation in an amount sufficient to satisfy
all federal, state and local withholding tax requirements prior to the delivery
or transfer of any certificate or certificates for shares of Common Stock.

         23.      RIGHT TO TERMINATE EMPLOYMENT.

                  Nothing in the Plan or any agreement entered into pursuant to
the Plan shall confer upon an employee the right to continue in the employment
of the Corporation or any Subsidiary or affect any right which the Corporation
or any Subsidiary may have to terminate the employment of such employee.


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         24.      RIGHTS AS A SHAREHOLDER.

                  No participant or other person shall have any right as a
stockholder unless and until certificates for shares of Common Stock are issued
to him.

         25.      NOTICES.

                  All notices or other communications by a participant to the
Corporation under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Corporation at the
location, or by the person, designated by the Corporation for the receipt
thereof.

         26.      APPLICABLE LAW.

                  All questions pertaining to the validity, construction and
administration of the Plan and options granted hereunder shall be determined in
conformity with the laws of Delaware, to the extent not inconsistent with
Section 423 of the Code and regulations thereunder.

         27.      ELIMINATION OF FRACTIONAL SHARES.

                  If under any provision of the Plan which requires a
computation of the number of shares of Common Stock subject to an option, the
number so computed is not a whole number of shares of Common Stock, such number
of shares of Common Stock shall be rounded down to the next whole number.


                  IN WITNESS WHEREOF, this Hayes Corporation Employee Stock
Purchase Plan has been executed in behalf of the Corporation effective as of the
8th day of May, 1998.

                                     HAYES CORPORATION

                                     /s/ Dennis C. Hayes
                                     -------------------------
                                     Dennis C. Hayes, Chairman
Attest:


/s/ James A. Jones
-------------------------
James A. Jones, Secretary


[Corporate Seal]


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