Exhibit 10.103

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT


     AMENDED AND RESTATED  EMPLOYMENT  AGREEMENT (this  "Agreement") dated as of
November 1, 2001 between Computone  Corporation,  a Delaware  corporation having
its  principal  place of business at Suite 100,  1060  Windward  Ridge  Parkway,
Alpharetta,  Georgia  30005 (the  "Employer")  and John W. Smith,  an individual
residing at 6210 Saddlebridge, Cumming, GA 30040 (the "Executive").

                                   WITNESSETH:
                                   -----------

     WHEREAS, the Employer and the Executive are parties to a certain Employment
Agreement  dated as of April 1, 2001 (the "Prior  Agreement)  that set forth and
confirmed  their   respective   rights  and  obligations  with  respect  to  the
Executive's employment by the Employer; and

     WHEREAS, the Employer and the Executive desire to clarify and amend certain
provisions  of the Prior  Agreement  and to restate  the Prior  Agreement  as so
clarified and amended in its entirety as herein set forth;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
herein  contained,  the parties  hereto,  intending to be legally  bound hereby,
mutually agree as follows:

     1.   EMPLOYMENT AND TERM.

          (a)  Effective  on the date  hereof,  the  Employer  shall  employ the
Executive, and the Executive shall be employed by the Employer, as the Executive
Vice President - Technical Services and Chief Technology Officer of the Employer
(the "Position"), in accordance with the terms and subject to the conditions set
forth herein for a term (the  "Initial  Term") which shall  commence on the date
hereof and, subject to paragraphs 1(b) and 1(c) hereof, shall terminate on March
31, 2003.

          (b)  Unless  written  notice  in  accordance  with  this  paragraph  1
terminating the Executive's employment hereunder is given by either the Employer
or the  Executive  not less than 90 days in  advance  of the  expiration  of the
Initial  Term or any Renewal Term of this  Agreement,  this  Agreement  shall be
automatically  extended  for  successive  terms of one year  (each,  a  "Renewal
Term").  The Initial  Term and each Renewal  Term are  collectively  referred to
herein as the "Term"  and,  unless  otherwise  provided  herein or agreed by the
parties hereto, all of the terms and conditions of this Agreement shall continue
in full force and effect  throughout  the Term and,  with respect to those terms
and conditions that apply after the Term, after the Term.

          (c) Notwithstanding  paragraph 1(b) hereof, the Employer, by action of
its Board of Directors  (the  "Board")  and  effective as specified in a written
notice thereof to the Executive in accordance with the terms hereof,  shall have
the right to terminate the Executive's  employment  hereunder at any time during
the Term  hereof,  but only for Cause (as  defined  herein) or on account of the
Executive's death or Permanent  Disability (as defined herein) as of the date of
such death or Permanent Disability.

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               (i) "Cause" shall mean (A) the Executive's  willful and continued
failure  substantially to perform his material duties with the Employer,  or the
commission by the Executive of any activities constituting a violation or breach
under any material federal,  state or local law or regulation  applicable to the
activities of the Employer after written notice thereof from the Employer to the
Executive and a reasonable  opportunity for the Executive to cease such failure,
breach or  violation in all material  respects,  (B) fraud,  breach of corporate
opportunity,  dishonesty,  misappropriation or other intentional material damage
to  the  property  or  business  of  the  Employer  by the  Executive,  (C)  the
Executive's  habitual  intoxication or drug addiction or repeated absences other
than for physical or mental impairment or illness, (D) the Executive's admission
or  conviction  of, or plea of nolo  contendere  to,  any  felony  that,  in the
reasonable judgment of the Board, adversely affects the Employer's reputation or
the Executive's ability to carry out his obligations under this Agreement or (E)
the  Executive's  non-compliance  with the  provisions of  paragraphs  2(b) or 6
hereof after notice  thereof from the Employer to the Executive and a reasonable
opportunity for the Executive to cure such non-compliance.

               (ii)  "Permanent  Disability"  shall  mean a  physical  or mental
disability  such that the  Executive is  substantially  unable to perform  those
duties  that he would  otherwise  be  expected  to  continue  to perform and the
nonperformance  of  such  duties  has  continued  for a  period  longer  than 90
consecutive days, provided,  however, that in order to terminate the Executive's
employment  hereunder on account of  Permanent  Disability,  the  Employer  must
provide  the   Executive   with  written   notice  of  the  Board's  good  faith
determination  to terminate the Executive's  employment  hereunder for reason of
Permanent  Disability  not less than 30 days  prior to such  termination,  which
notice shall specify the date of termination. Until the specified effective date
of termination by reason of Permanent  Disability,  the Executive shall continue
to receive  compensation  at the rates set forth in  paragraph 3 hereof less any
payments  received  by  the  Executive  pursuant  to the  Employer's  short-term
disability  insurance coverage.  No termination of this Agreement because of the
Permanent  Disability of the Executive  shall impair any rights of the Executive
under  any  disability  insurance  policy  maintained  by  the  Employer  at the
commencement of the aforesaid 90-day period.

          (d)  If  the  Employer  (A)  terminates  the  Executive's   employment
hereunder  for any reason other than for Cause or on account of the  Executive's
death  or  Permanent  Disability;  (B)  gives  notice  of  non-renewal  of  this
Agreement;  or (C)  causes a  reduction  in title or a  reduction  of  duties or
reporting  group  or a  material  diminution  of  the  Executive's  compensation
potential and  subsequently  the Executive's  resignation  occurs and such event
occurs as of a date that is within 180 days  preceding  or within 365 days after
the  consummation of a Change in Control (as defined herein) (such periods being
hereinafter  collectively  referred  to as a "Change  in Control  Period"),  the
Employer  shall pay to the Executive  within 30 days after the event giving rise
to such  payment  occurs an amount  equal to the sum of (w) (1) the  Executive's
Base Salary (as defined herein) and the Automobile Allowance (as defined herein)
accrued through the date of termination of the Executive's employment hereunder,
(2) any Bonus or pro-rata portion earned thereof (as defined herein) required to
be paid to the Executive  pursuant to paragraph 3(b) hereof,  and (3) earned but
unpaid vacation pay, with such payments described in clauses (w)(1),  (w)(2) and
(w)(3)   hereof   being   collectively   referred  to  herein  as  the  "Accrued
Obligations";  (x) a  severance  payment  equal to one and  one-half  times  the
Executive's  annual Base Salary as of the effective  date of  termination of the
Executive's

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employment hereunder, (y) reimbursement of unpaid expenses pursuant to paragraph
4, and (z)  reimbursement of unpaid Company expenses on personal credit cards of
the Executive.  Additionally,  vesting of all of the  Executive's  stock options
shall  be  accelerated  and  become  fully  exercisable.  If  (D)  the  Employer
terminates the Executive's employment hereunder for Cause, (E) this Agreement is
terminated as a result of the death or Permanent  Disability of the Executive or
(F) the Employer gives notice of non-renewal of this Agreement effective as of a
date that is not within a Change in Control  Period,  the sole obligation of the
Employer shall be to pay the Accrued Obligations to the Executive.

               (iii)  "Change of Control"  shall mean (A) an event that would be
required to be reported in response to Item 1 of the current report on Form 8-K,
as in effect on the  Effective  Date,  pursuant  to  Section  13 or 15(d) of the
Securities  Exchange Act of 1934 (the "Exchange  Act");  (B) the  acquisition of
shares of the  Employer  by any  "person"  or "group" (as such terms are used in
Rule 13d-3 under the Exchange Act as now or hereafter  amended) in a transaction
or series  of  transactions  that  result in such  person or group  directly  or
indirectly  first owning  beneficially  more than 30% of the  Employer's  Common
Stock  after the date of this  Agreement;  (C) the  consummation  of a merger or
other  business  combination  after which the holders of voting capital stock of
the Employer do not  collectively own 50% or more of the voting capital stock of
the entity  surviving  such merger or other  business  combination  or the sale,
lease,  exchange or other transfer in a transaction or series of transactions of
all or substantially all of the assets of the Employer;  (D) as the result of or
in  connection  with any cash tender  offer or exchange  offer,  merger or other
business  combination,  sale of assets or contested election of directors or any
combination of the foregoing  transactions  (a  "Transaction"),  the persons who
constituted  a  majority  of the  members  of the Board on the date  hereof  and
persons whose election as members of the Board was approved by such members then
still in office or whose  election  was  previously  so approved  after the date
hereof,  but before the event that  constitutes  a Change of Control,  no longer
constitute  such a majority of the  members of the Board then in office;  or (E)
any sale, lease, exchange,  liquidation or other transfer (in one transaction or
a series  of  transactions)  of a  majority  of the  assets of the  Employer.  A
Transaction  constituting  a Change  in  Control  shall  only be  deemed to have
occurred upon the closing of the Transaction.

          (e) Any notice of termination of this Agreement by the Employer to the
Executive or by the Executive to the Employer shall be given in accordance  with
the provisions of paragraph 10 hereof.

     2.   DUTIES OF THE EXECUTIVE.

          (a) Subject to the ultimate  control and discretion of the Board,  the
Executive  shall  serve in the  Position  and  perform  all duties and  services
commensurate with the Position. Throughout the Term, the Executive shall perform
all duties  reasonably  assigned  or  delegated  to him under the By-laws of the
Employer or from time to time by the Board consistent with the Position.  Except
for travel normally  incidental and reasonably  necessary to the business of the
Employer and the duties of the Executive hereunder,  the duties of the Executive
shall be performed in the greater Atlanta, Georgia metropolitan area.

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          (b) The Executive  shall devote  substantially  all of the Executive's
business  time  and  attention  to the  performance  of the  Executive's  duties
hereunder  and,  during the Term,  the  Executive  shall not engage in any other
business  enterprise  which requires any  significant  amount of the Executive's
personal time or attention,  unless  granted the prior  permission of the Board.
The foregoing provision shall not prevent the Executive's purchase, ownership or
sale of any  interest  in,  or the  Executive's  engaging  (but not to exceed an
average of five hours per week) in, any business which does not compete with the
business of the Employer,  the Executive's taking actions permitted by paragraph
6 hereof or the Executive's  involvement in charitable or community  activities,
provided,  that the time and  attention  which  the  Executive  devotes  to such
business and charitable or community  activities  does not materially  interfere
with the performance of his duties hereunder.

          (c) The  Executive  shall be  entitled  to 10  business  days of leave
during each  calendar  year with full  compensation  for vacation to be taken at
such time or times, as the Executive and the Employer shall mutually  determine.
Unused days of vacation may not be carried over from year to year or received in
cash.  Such  vacation  shall be separate  from time devoted by the  Executive to
trade shows, customer visits, seminars and other business-related activities.

     3.   COMPENSATION.  For  all  services  to be  rendered  by  the  Executive
hereunder:

          (a) BASE SALARY. The Employer shall pay the Executive a base salary at
an annual rate of One Hundred Twenty-Five Thousand Dollars ($125,000) during the
Initial Term and each Renewal  Term.  Such salary shall be payable in accordance
with the Employer's normal payroll practices as in effect from time to time.

          (b) INCENTIVE BONUS.

               (i) During each year of the Term, the Executive shall be eligible
to receive an annual incentive bonus (the "Bonus") based upon the Employer's Net
Income during its  immediately  preceding  fiscal year. For the purposes of this
Agreement,  "Net  Income"  with  respect  to any  fiscal  year  shall  mean  the
Employer's annual net income as set forth in its audited consolidated  financial
statements  for such  fiscal  year,  after  taking  into  account the payment or
accrual of the Bonus, if any,  payable to the Executive during such fiscal year.
The amount of the Bonus for each  fiscal  year of the  Employer  during the Term
shall be computed as follows:

         Amount of Net Income
     During Preceding Fiscal Year                         Amount of the Bonus
     ----------------------------                         -------------------

     At least $0 but not more than $500,000                     $37,500
     More than $500,000                                          75,000

If the  Executive  is not employed  for the entire  fiscal year,  then a prorata
share of the Bonus for the period of employment  shall be deemed as earned.  The
Bonus for each year  during  the Term shall be paid not later than 90 days after
the end of the  Employer's  fiscal year with respect to which the Bonus is being
paid.

     (c)  STOCK OPTIONS.

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               (i)  The  Employer  granted  the  Executive  non-qualified  stock
options to purchase shares of the Employer's Common Stock as indicated below.

                    (A)  Date of Option grant - April 1, 2001
                         Shares granted - 100,000
                         Exercise price - $.75 per share
                         Vesting Schedule:
                              25,000 shares on April 1, 2001
                              25,000 shares on April 1, 2002
                              50,000 shares on April 1, 2003

                    (B)  Date of Option grant - June 14, 2001
                         Shares granted - 50,000
                         Exercise price - $.73 per share
                         Vesting Schedule:
                              25,000 shares on March 31, 2002
                              25,000 shares on March 31, 2003

               (ii) The  options  referred  to in clause (i) of  paragraph  3(c)
shall have the following additional terms and conditions:

                    (A) Such options  shall become fully vested and  immediately
                    exercisable  following a Change in Control and shall  remain
                    exercisable  for a  period  of ten  years  from the date the
                    Option was granted;

                    (B)  Such  options  to the  extent  not  then  vested  shall
                    terminate  immediately  in the event of (1) a termination of
                    this  Agreement  by  the  Employer  for  Cause  or  (2)  the
                    resignation of the Executive;

                    (C) After such options become vested and become  exercisable
                    they shall remain  exercisable  until the earlier of (1) the
                    expiration of ten years from the date the Option was granted
                    or (2) one year after the  termination  of this Agreement by
                    the Employer  because of the Executive's  death or Permanent
                    Disability; and

                    (D)  The  Employer   shall  prepare  and  file  a  Form  S-8
                    registration  statement  with the  Securities  and  Exchange
                    Commission as promptly as practicable  after the date hereof
                    for the  purpose  of  registering  the  Common  Stock of the
                    Employer issuable upon exercise of such options.

          (d)  AUTOMOBILE.  From and after the date  hereof and  throughout  the
Term, the Employer  shall provide the Executive with an automobile  allowance of
$600 per month (the "Automobile Allowance) payable semi-monthly  irrespective of
the Executive's use of such allowance

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for an automobile or otherwise.  To the extent any of such  automobile  benefits
are taxable to the Executive, the Executive shall be solely responsible for such
taxes.

          (e) Other Benefits.  From and after the date hereof and throughout the
Term, the compensation  provided for in this paragraph 3 shall be in addition to
such  rights  as the  Executive  may have,  during  the  Executive's  employment
hereunder or thereafter,  to  participate in and receive  benefits from or under
the Employer's medical,  term life and disability insurance plans and such other
benefit plans the Employer may in its discretion  establish for its employees or
executives.

          (f) If the Company fails to compensate the Executive on a timely basis
under any terms of this  Agreement,  and such failure has continued for a period
of thirty (30) days, all stock options that are not currently  exercisable shall
immediately become vested and exercisable.

     4.   EXPENSES.  The Employer shall promptly reimburse the Executive for all
reasonable  expenses paid or incurred by the  Executive in  connection  with the
performance  of  the  Executive's  duties  and  responsibilities  hereunder,  in
accordance  with the  Employer's  Travel  Policies and Procedures in effect from
time to time.

     5.   INDEMNIFICATION.  The Employer shall  indemnify the Executive,  to the
fullest  extent  permitted  by law,  for any and all  liabilities  to which  the
Executive  or his Estate may be  subject as a result of, in  connection  with or
arising  out of his  service as an  employee,  an  officer or a director  of the
Employer hereunder or his service as an employee, officer or director of another
enterprise  at the request of the  Employer,  as well as the costs and  expenses
(including  attorneys'  fees) of any legal action  brought or  threatened  to be
brought  against  him or the  Employer  as a result  of, in  connection  with or
arising out of such employment.  The Employer will advance professional fees and
disbursements  to the  Executive  in  connection  with  any such  legal  action,
provided the  Executive  delivers to the Employer his  undertaking  to repay any
expenses so advanced in the event it is ultimately determined that the Executive
is not entitled to indemnification  against such expenses.  Expenses  reasonably
incurred  by  the   Executive  in   successfully   establishing   the  right  to
indemnification  or  advancement of expenses,  in whole or in part,  pursuant to
this paragraph 5, shall also be indemnified by the Employer. The Executive shall
be entitled to the full protection of any insurance  policies which the Employer
may elect to maintain  generally for the benefit of their  respective  directors
and  officers.  The rights  granted  under this  paragraph  5 shall  survive the
termination of this Agreement.

     6.   CONFIDENTIAL INFORMATION AND NON-COMPETITION.

          (a) The Executive  understands that in the course of his employment by
the Employer, the Executive will receive confidential information concerning the
business of the Employer,  which the Employer desires to protect.  The Executive
agrees that he will not at any time during or after the period of his employment
by the  Employer  reveal  to anyone  outside  the  Employer,  or use for his own
benefit  for  as  long  as  such  information  remains  confidential,  any  such
information  that  has  been  designated  as  confidential  by the  Employer  or
understood  by  the  Executive  to be  confidential,  without  specific  written
authorization by the Employer. Upon termination of this Agreement,  and upon the
request of the Employer,  the Executive  shall promptly  deliver to the Employer
any and all written  materials,  records  and  documents,  including  all copies
thereof, made by

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the Executive or coming into his possession  during the Term and retained by the
Executive containing or concerning confidential information of the Employer.

          (b) The  Executive  agrees with the  Employer  that during the Term of
this  Agreement  and for a period  of 18 months  following  the  termination  or
expiration of the  Executive's  employment  hereunder  the  Executive  will not,
without the prior  written  consent of the  Employer,  (i)  solicit  business or
employment, directly or indirectly, from any person who was a client or customer
of the Employer or an  affiliate of the Employer  during the twelve month period
preceding the  termination  or expiration of the  Executive's  employment,  (ii)
induce or attempt to persuade  any  employee of the  Employer to  terminate  his
employment  with the Employer or to enter into the employ of any other  business
in  competition  with the  Employer or (iii)  engage as an officer,  director or
employee of, or a consultant  to, or in any way be associated in a management or
ownership  capacity with, any  corporation,  partnership or other  enterprise or
venture which  conducts a business that is in  competition  with the business of
the Employer at the time of such termination or expiration,  provided,  however,
that the Executive may own not more than 4.99% of the outstanding securities, or
equivalent equity interests,  of any corporation or firm which is in competition
with the  business of the Employer if such  securities  are listed on a national
securities exchange or traded in the over-the-counter market.

          (c) The Executive acknowledges that his compliance with the agreements
in  paragraphs  6(a) and 6(b) hereof is  necessary  to protect the good will and
other  proprietary  interests of the Employer and that he is conversant with the
Employer's  affairs,  clients and other proprietary  information.  The Executive
acknowledges  that a breach of his agreements in paragraphs  6(a) or 6(b) hereof
or his failure to perform such  agreements  in  accordance  with their  specific
terms will result in irreparable  and  continuing  damage to the business of the
Employer for which there will be no adequate  remedy at law,  and the  Executive
agrees that in the event of any breach of the aforesaid agreements, the Employer
shall be entitled to injunctive relief to enforce  specifically  paragraphs 6(a)
and 6(b) and to such other and further relief as may be proper.

          (d) The provisions of this  paragraph 6 shall survive the  termination
or expiration of this Agreement.

     7.   REPRESENTATION AND WARRANTY OF THE EXECUTIVE. The Executive represents
and warrants that he is not under any obligation,  contractual or otherwise,  to
any other firm or corporation,  which would prevent his entry into the employ of
the Employer or his performance of the terms of this Agreement.

     8.   ENTIRE  AGREEMENT;  AMENDMENT.  This  Agreement  contains  the  entire
agreement  between the  Employer and the  Executive  with respect to the subject
matter hereof, and may not be amended,  waived, changed,  modified or discharged
except by an instrument in writing executed by the parties hereto.

     9.   ASSIGNABILITY.  This Agreement shall be binding upon, and inure to the
benefit of, the Employer and its successors and permitted assigns hereunder. The
rights and obligations of the Employer hereunder may be assigned only to parties
that agree to assume all of the Employer's obligations hereunder. This Agreement
shall not be assignable by the Executive.

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     10.  NOTICE.  Any notice which may be given  hereunder  shall be in writing
and be deemed  given when hand  delivered  and  acknowledged  upon  receipt when
delivered by a nationally recognized overnight delivery service or by registered
or certified  mail,  return receipt  requested,  to either party hereto at their
respective  addresses stated above, or at such other address as either party may
by  similar  notice  designate,  provided  that a  photocopy  of such  notice is
dispatched at the same time as the notice is mailed. Copies of such notices also
shall be sent to the Employer's  counsel,  attention:  Rebecca C. Stone,  Arnall
Golden Gregory LLP, 2800 One Atlantic  Center,  1201 W. Peachtree St.,  Atlanta,
Georgia 30309  (telecopier no.:  404-873-8711)  and to the Employer,  attention:
Chief Executive Officer, 1060 Windward Ridge Parkway, Suite 100, Alpharetta,  GA
30005 (telecopier no.: 770-625-0011).

     11.  NO THIRD PARTY  BENEFICIARIES.  Nothing in this Agreement,  express or
implied,  is intended to confer upon any person or entity other than the parties
any rights or remedies of any nature under or by reason of this Agreement.

     12.  SUCCESSOR  LIABILITY.   The  Employer  shall  require  any  subsequent
successor,  whether direct or indirect,  by purchase,  merger,  consolidation or
otherwise,  to all or  substantially  all of the business  and/or  assets of the
Employer to assume  expressly  and agree to perform  this  Agreement in the same
manner and to the same extent that the Employer  would be required to perform it
if no such succession had taken place.

     13.  ARBITRATION.  Any dispute which may arise  between the parties  hereto
shall be submitted to binding arbitration in Atlanta, Georgia in accordance with
the  Rules  of the  American  Arbitration  Association;  provided  that any such
dispute  shall  first be  submitted  to the Board in an effort to  resolve  such
dispute without resort to  arbitration,  and provided,  further,  that the Board
shall  have a period  of 60 days  within  which to  respond  to the  Executive's
submitted  dispute,  and if the Board fails to respond  within said time, or the
Executive's  dispute  is not  resolved,  the matter  may then be  submitted  for
arbitration.

     14.  WAIVER OF BREACH.  The failure at any time to enforce or exercise  any
right under any of the  provisions  of this  Agreement or to require at any time
performance by the other parties of any of the provisions hereof shall in no way
be construed to be a waiver of such  provisions or to affect either the validity
of this  Agreement  or any part hereof,  or the right of any party  hereafter to
enforce or exercise its rights under each and every provision in accordance with
the terms of this Agreement.

     15.  SEVERABILITY.  The invalidity or unenforceability of any term, phrase,
clause, paragraph,  restriction,  covenant,  agreement or other provision hereof
shall in no way affect the validity or enforceability of any other provision, or
any part thereof,  but this  Agreement  shall be construed as if such invalid or
unenforceable term, phrase, clause, paragraph, restriction,  covenant, agreement
or other  provision had never been contained  herein unless the deletion of such
term,  phrase,  clause,  paragraph,  restriction,  covenant,  agreement or other
provision  would result in such a material  change as to cause the covenants and
agreements contained herein to be unreasonable or would materially and adversely
frustrate the objectives of the parties as expressed in this Agreement.

     16.  SURVIVAL OF BENEFITS. Any provision of this Agreement which provides a
benefit to

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the Executive and which by the express terms hereof does not terminate  upon the
expiration of the Term shall survive the expiration of the Term and shall remain
binding upon the Employer  until such time as such  benefits are paid in full to
the Executive or his Estate.

     17.  CONSTRUCTION.  This  Agreement  shall be governed by and  construed in
accordance with the internal laws of the State of Georgia, without giving effect
to  principles  of conflict of laws.  All headings in this  Agreement  have been
inserted  solely for  convenience of reference  only, are not to be considered a
part of this  Agreement  and shall not affect the  interpretation  of any of the
provisions of this Agreement.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

                                        COMPUTONE CORPORATION

                                        /s/ E. Leo Bebeau
                                        -----------------
                                        E. Leo Bebeau
                                        President and Chief Executive Officer


                                        EXECUTIVE

                                        /s/ John W. Smith
                                        -----------------
                                        John W. Smith

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