AMENDED & RESTATED
                               ------------------
                             DEMAND PROMISSORY NOTE
                             ----------------------
                  (OF THE ORIGINAL DEMAND PROMISSORY NOTE DATED
                 NOVEMBER 17, 1998 IN THE AMOUNT OF $1,650,000)

$1,400,000                                                      ATLANTA, GEORGIA
                                                               OCTOBER 1ST, 1999

     FOR VALUE  RECEIVED,  the  undersigned  (herein  referred  to as  "Debtor")
promises to pay on demand to the order of Emergent Asset Based  Lending,  L.L.C.
(assignee of Emergent  Business  Capital Asset Based  Lending,  Inc fka Emergent
Financial  Corp.), a Maryland Limited  Liability  Company (herein referred to as
"Secured Party"),  at its office at 6100 Lake Forrest Drive, Suite 240, Atlanta,
GA 30328,  or at such  other  place as the  holder  hereof  may  designate,  the
principal sum of ONE MILLION FOUR HUNDRED  THOUSAND  DOLLARS ($ 1,400,000) or so
much thereof as shall have been advanced  hereagainst  and shall be outstanding,
together with interest, calculated on the basis of a 360-day year, on so much of
the  principal  balance of this  Amended and  Restated  Demand  Promissory  Note
(herein  "Note") as may be outstanding and unpaid from time to time, at the rate
per annum of TWO PERCENT (2.00%) above the Prime Rate as defined in that certain
Loan and Security Agreement executed by Debtor on NOVEMBER 17, 1998, as may have
been amended from time to time, (the applicable rate per annum at any given time
being hereinafter referred to as the "Interest Rate").

     The Interest Rate shall be TEN AND ONE-QUARTER  PERCENT (10.25%) unless and
until adjusted hereunder.

     Unless  demand for  payment  is earlier  made,  accrued  interest  shall be
payable  monthly on the first day of the calendar  month  following the month in
which it accrues with  payments  thereof  commencing on the first day of OCTOBER
1999, and continuing to be due on the same day of each succeeding calendar month
thereafter until principal and interest are paid in full.

     For purposes of  calculating  interest  hereunder,  the Prime Rate shall be
adjusted  daily.  The Prime Rate as  announced by the Bank ("Bank" as defined in
that  certain  Loan and  Security  Agreement  executed by Debtor on NOVEMBER 17,
1998,  as may have been amended from time to time) on each business day shall be
the Prime Rate for that day and all immediately succeeding  non-business days of
Bank.  In the event the Prime Rate as  announced  by Bank is  discontinued  as a
standard,  the holder hereof shall a comparable  reference  rate as a substitute
thereof.  Any overdue  payment of  principal or interest on this Note shall bear
interest at the interest rate until paid, but only to the extent that payment of
such interest on overdue principal or interest enforceable under applicable law.

     The rate of interest charged to the undersigned hereunder shall in no event
be higher than that allowed by law. All  payments  received  will applied in the
manner defined in that certain Loan and Security Agreement executed by Debtor on
the same date NOVEMBER 17, 1998, as may have been amended from time to time.

     The  undersigned  entered  into a Loan and  Security  Agreement  and  other
related  agreements  as of November 17, 1998, as may have been amended from time
to time, (the  "Transaction  Documents"),  pursuant to which a Demand Promissory
Note was made and delivered to Secured Party for which this Amended and Restated
Demand  Promissory Note modifies and replaces but in no way to be construed as a
novation  of the  indebtedness  thereto.  Any act of default by the  undersigned
under any of the  Transaction  Documents  shall  constitute a default under this
Note. The undersigned and Secured Party contemplate that the original  principal
sum evidenced by this Note may be reduced from time to time and that  additional
loans  may be made by  Secured  Party to the  undersigned  in the  future.  Such
additional  loan, as so designated,  shall be evidenced by this Note and subject
to its terms;  provided,  however,  that the principal  amount evidenced by this
Note shall not exceed the principal amount shown above.

     If any  proceedings be instituted by or against Debtor alleging that Debtor
is insolvent,  unable to pay his debts as they mature,  or not generally  paying
his debts as such debts become due; or if any  proceedings  be  instituted by or
against Debtor under the Federal Bankruptcy Code or any successor statute; or if
any  proceeding be instituted  seeking the  appointment of a receiver or trustee
for all of any portion of Debtor's property; or if any proceedings

<PAGE>

affecting the rights of creditors  generally be instituted by or against Debtor,
this Note,  without demand or notice of any kind,  immediately  shall become due
and payable. This paragraph is in addition to and in no way is a limitation upon
the other rights of Secured Party under this Note, any other instrument,  or any
of the Transaction  Documents  between  Secured Party and Debtor,  or applicable
law.

     In case this Note is collected by or through an attorney-at-law,  all costs
of collection, including reasonable attorney's fees, shall be paid by Debtor.

     Time is of essence.

     Demand,  presentment,  notice, notice of demand, notice of payment, protest
and notice of dishonor  are hereby  waived by each and every  maker,  guarantor,
surety and other person or entity primarily or secondarily liable on this Note.

     Secured  Party  shall not be deemed to waive any of its rights  unless such
waiver be in writing  and  signed by  Secured  Party.  No delay or  omission  by
Secured Party in exercising  any of its rights shall operate as a waiver of such
rights and a waiver in  writing  on one  occasion  shall not be  construed  as a
consent to or a waiver of any right or remedy on any future occasion.

     This note shall be governed by an construed and enforced in accordance with
the laws of the State of Georgia. Wherever possible, each provision of this Note
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law,  but if any  provision of this Note shall be  prohibited  by or
invalid under  applicable law, such provision  shall be ineffective  only to the
extent of such prohibition or invalidity,  without invalidating the remainder of
such  provision  of this Note.  The word  "Secured  Party" as used herein  shall
include transferees,  successors and assigns of Secured Party, and all rights of
Secured  Party  hereunder  shall  inure  to  the  benefit  of  its  transferees,
successors and assigns.  All  obligations of Debtor shall bind his heirs,  legal
representatives, successors and assigns.

     Words  importing  the singular  number  hereunder  shall include the plural
number and vice versa,  and any pronoun used herein shall be deemed to cover all
genders. Without limiting the generality of the foregoing,  should more than one
person execute this Note as maker, the words "Debtor," "he," "his," and "its" as
used  herein  shall  include  all such  persons  collectively  and  each  person
individually,  and each maker shall be jointly and severally  liable  hereunder.
"Person" as used herein means any individual,  corporation,  partnership,  joint
venture, association,  joint-stock company, trust, unincorporated association or
government or any agency or political subdivision thereof.

         IN WITNESS  WHEREOF,  the  undersigned  has  caused  this  Amended  and
Restated Demand  Promissory Note to be duly executed and its seal affixed by its
duly authorized officers, or has signed and sealed this Note as the case may be,
and has  delivered  this Note to Secured  Party,  the day and year first written
above.

                           Debtor:  COMPUTONE CORPORATION

                           BY:      /s/ Perry Pickerign
                                    -------------------
                                    PERRY PICKERIGN, PRESIDENT

                           ATTEST:  /s/ Greg Roseberrry
                                    ---------------------
                                    GREG ROSEBERRY, CORPORATE SECRETARY

                                    (CORPORATE SEAL)

<PAGE>

                                  AMENDMENT #1
                                       TO

THE LOAN AND SECURITY AGREEMENT AND RELATED FINANCING DOCUMENTS DATED NOVEMBER
17, 1998 BETWEEN EMERGENT BUSINESS CAPITAL ASSET BASED LENDING, INC. FKA.
EMERGENT FINANCIAL CORP. AND ASSIGNED TO EMERGENT ASSET BASED LENDING, L.L.C. AS
OF 12/03/98 (HEREIN REFERRED TO AS "SECURED PARTY") AND COMPUTONE CORPORATION
                        (HEREIN REFERRED TO AS "DEBTOR")

For and in consideration of the premises, the mutual agreements,  warranties and
representations herein made, and other and valuable  consideration,  the receipt
and  adequacy of which are hereby  acknowledged,  the Debtor and  Secured  Party
agree to as follows; that the Loan and Security Agreement, Shareholders Consent,
Certificate of Board Resolutions and Incumbency,  Disclosure Statement Regarding
Interest and Other Charges,  Demand  Promissory Note executed  November 17, 1998
and other  related  Transaction  Documents  as defined in that  certain Loan and
Security  Agreement  between Debtor and Secured Party dated November 17, 1998 as
may have been amended from time to time are herein amended as follows:

1.   As evidenced by the Loan and Security  Agreement  dated  November 17, 1998,
     between  Debtor and Secured  Party,  the  Schedule to the Loan and Security
     Agreement  dated  November  17,  1998 is herein  amended  and  restated  in
     accordance to the Amended and Restated Schedule #1 to the Loan and Security
     Agreement executed in conjunction with this Amendment #1 and made a part of
     this document as Exhibit "A".
2.   The Demand Promissory Note shall be amended and restated in its entirety by
     an Amended and Restated  Demand  Promissory  Note. The Amended and Restated
     Demand Promissory Note shall be in the amount of $1,400,000.
3.   The Amendment to the Loan and Security Agreement,  the Amended and Restated
     Schedule to the Loan and Security Agreement and/or the Amended and Restated
     Demand  Promissory  Notes  represents  modifications  to the agreements and
     shall not be construed as a novation.

DEBTOR  ACKNOWLEDGES  THAT IT HAS READ THIS  AMENDMENT  TO THE LOAN AND SECURITY
AGREEMENT  ALONG WITH THE AMENDED AND RESTATED  SCHEDULE #1,  ATTACHED HERETO AS
EXHIBIT  "A",  AND IS  AWARE  OF ALL OF THE  TERMS  THEREOF,  THAT  THEY  MERELY
CONSTITUTE  AN OFFER BY DEBTOR TO SECURED  PARTY  UNTIL AND UNLESS  ACCEPTED  BY
SECURED PARTY IN WRITING AT ITS PRINCIPAL PLACE OF BUSINESS.

ACCEPTED THIS 1st DAY OF October, 1999.
              ---        -------

ATTEST:                             DEBTOR:  COMPUTONE CORPORATION
/s/ Greg Roseberry                  /s/ Perry Pickerign
------------------                  --------------------------
                                    Perry Pickerign, PRESIDENT


Accepted and agreed to this 1st day of October, 1999
                            ---        -------

Witness:                            Emergent Asset Based Lending, L.L.C.,
                                    assignee of Emergent Business Capital Asset
                                    Based Lending, Inc. fka. Emergent
                                    Financial Corp.
/s/ Charlie Liles                   /s/ Connie Warne
                                    -------------------------
                                    Connie Warne, Senior Manager
<PAGE>

                                   EXHIBIT "A"
                        #1 AMENDED AND RESTATED SCHEDULE
           TO THE LOAN AND SECURITY AGREEMENT DATED NOVEMBER 17, 1998

     This  Amended  and  Restated  Schedule  is a part  of a Loan  and  Security
Agreement,  dated November 17, 1998, between Computone  Corporation and Emergent
Asset Based Lending,  L.L.C.,  Assignee of EMERGENT BUSINESS CAPITAL ASSET BASED
LENDING,  INC. fka Emergent  Financial Corp. and succeeds the original  Schedule
dated  November  17,  1998 and any  amended  Schedules  heretofore.  The amended
schedule  items  covered  under this Amended and Restated  Schedule  pertains to
Schedule Item #1(A) & (B); 19 & 35.

1.   Borrowing Capacity (SS 1.1(c))
     ------------------------------

     Borrowing Capacity at any time shall be the net amount determined by taking
     the lesser of the following amounts:

     (A)  $ 1,400,000
          or
     (B)  the amount equal to the sum of:

          (i)  80% of the Receivable Borrowing Base;

     and  (ii) the  lessor  of  $200,000.00  or  the  amount  of  the  Inventory
               Borrowing  Base and  subtracting  from the  lessor  of (A) or (B)
               above, the sum of (a) banker's  acceptances,  plus (b) letters of
               guaranty, plus (c) standby letters of credit.

2.   Inventory Borrowing Base Percentages (SS 1.1(r))
     ------------------------------------------------

     The  following  percentages  of dollar  value  (calculated  at the lower of
     actual cost or market value) are applicable to the following  categories of
     Eligible Inventory:

     ( X )  FINISHED GOODS, TO THE EXTENT OF  20.00%;
     ( X )  RAW MATERIALS, TO THE EXTENT OF 20.00 %;
     (n/a)  work in process to the extent of ___%.

3.   Cash Discount (SS 1.1(g) & 10.3)
     --------------------------------

     MAXIMUM CASH DISCOUNT OF 2.00%, 10 DAYS

4.   Receivable--Age (SS 1.1(o)(i))
     ------------------------------

     90 DAYS AFTER     ( X )  INVOICE DATE
                       (   )  due date (not to  exceed  ___ days
                              after  invoice  date)  shown  on the
                              Invoice  evidencing  the  applicable
                              Receivable.

5.   Receivable Disqualification Percentage (SS 1.1(o) (vi))
     -------------------------------------------------------

     25% OR MORE

6.   Permissible Foreign Account Debtors (SS 1.1(o)(vii))
     ----------------------------------------------------

     NONE

7.   Inventory Accounting (SS 1.1(r))
     --------------------------------

     ( X )  FIRST-IN, FIRST-OUT (FIFO)
     (   )  Last-in, first-out  (LIFO)
     (   )  Other as specified below

8.   Payment Account (SS 1.1(t))
     ---------------------------

     THERE IS ( X )             A PAYMENT ACCOUNT
     is not   (   )

     Name and address of depository bank:        NationsBank, N.A.

9.   State of Incorporation (SS 4.2(b), 5.1)
     ---------------------------------------

     Debtor:                    DELAWARE
     Consolidated Subsidiary    N/A

10.  Location(s) of Inventory and Equipment (SS 5.4(c), 5.7, 5.8(a) & 11.1)
     ----------------------------------------------------------------------

     Inventory Locations:       1060 WINDWARD RIDGE PARKWAY,
                                SUITE 100, ALPHARETTA, GA  30005

     Equipment  Locations  (including names and addresses of owners or real
     property and mortgages):
                                1060 WINDWARD RIDGE PARKWAY,
                                SUITE 100, ALPHARETTA, GA  30005

11.  Permitted Encumbrances (SS 5.5(a), 5.5(c) & 11.3)
     -------------------------------------------------

     NONE,  OTHER  THAN (I) THAT OF  SECURED  PARTY,  (II)  ANY  PURCHASE  MONEY
     SECURITY  INTEREST UNDER CAPITAL  EXPENDITURES  ALLOWANCE AS OUTLINED UNDER
     SCHEDULE  ITEM #31 AS IT  PERTAINS TO SPECIFIC  EQUIPMENT  ONLY,  AND (III)
     THOSE AGAINST SPECIFIC EQUIPMENT IN EXISTENCE AT THE TIME OF THE CLOSING OF
     THIS LOAN AND  SECURITY  AGREEMENT  AS  DISCLOSED  IN  EXHIBIT  A-1 TO THIS
     SCHEDULE TO THE LOAN AND SECURITY AGREEMENT.

12.  Business Records Location (SS 5.7(a), 5.7(c) & 11.1)
     ----------------------------------------------------

     1060 WINDWARD RIDGE PARKWAY,  SUITE 100, ALPHARETTA, GA  30005

13.  Trademarks and Patents (SS 5.17)
     --------------------------------

     DEBTOR:                    NONE
     Consolidated Subsidiary:   N/A

14.  Margin Stock: (SS 5.22)
     ---------------------------
                                NONE

15.  Labor Contracts (SS 5.24)
     -------------------------

     DEBTOR:                    NONE
     Consolidated Subsidiary:   N/A

16.  Authorized Shares (SS 5.27)
     ---------------------------

     No. of authorized common shares:            ________
     Par Value of common shares:                 $.01
     No. of issued and outstanding shares:       7,455,044

17.  Required Documents (SS 6.1, 6.4, 6.7, 9.2(b)
     --------------------------------------------
<TABLE>
<CAPTION>
                                                                 Check if Required         Frequency Due
                                                                 -----------------         -------------
<S>                                                              <C>                       <C>
     Borrowing Base Certificate                                  ( X )                     Daily
     Receivable Schedule (Aging)                                 ( X )                     Monthly, for the end of the
                                                                                           month, due by the 10th of
                                                                                           the following month.
     Inventory Reports
     (a)   Value Reports                                         ( X )                     Upon Request
     (b)   Periodic Summary Reports                              ( X )                     Upon Request
     (c)   Dispute Report                                        ( X )                     Upon Request

     Credits & Extension Reports                                 ( X )                     Same as Receivable Aging

     Copies of billing documents relating to the Receivables     ( X )                     Upon Request

     List of names and addresses of Account Debtors              ( X )                     At closing and upon request.

     Reconciliation report, in form satisfactory to              ( X )                     Monthly, for the end of the
     Secured Party, showing all Receivables, collections,                                  month, due by the 10th of
     payments, Credits, & Extensions since the proceeding report                           the following month.

     Payable aging report, showing the amounts due and           ( X )                     Monthly, for the end of the
     owing on all of Debtor's payable according to Debtor's                                month, due by the 10th of
     records as of the close of such periods as shall be                                   the following month.
     specified by Secured Party.

     Payroll tax returns                                         ( X )                     Quarterly
     Payroll tax calculations and deposit information            ( X )                     Monthly
     Invoice and Credit registers                                ( X )                     Daily or with each Advance
                                                                                                Request
</TABLE>

18.  Interest Rate (SS 8.2)
     ----------------------

     TWO  PERCENT  (2.00% ) PLUS THE GREATER OF (I) THE PRIME RATE OR (II) SEVEN
     AND ONE-HALF PERCENT ( 7.50%)

19.  Fees and Due Dates (SS 8.3)
     ---------------------------

<TABLE>
<CAPTION>
     Type                     Amount                                Due Date(s)
     ----                     ------                                -----------
<S>                           <C>                                   <C>
     Monthly Service Fee      The greater of .45% of the            Due and payable on the first day of each
                              Average Daily Balance of the          month for the preceding month.
                              loan outstanding

     Facility Fee             1.00% of the total credit facility    At renewal date and at each anniversary
                              defined under Schedule Item #1(A)     date of the Loan and Security Agreement
                                                                    in the event of renewal.

     Overline                 Fee .50% per daily occurrence of      Due and payable on the first day of each
                              the excess of indebtedness over       month for the preceding month.
                              the borrowing capacity defined
                              in Schedule Item 1(A).

     Overcollateral Fee       .50% per daily occurrence of          Due and payable on the first day of each month
                              the excess of indebtedness over       for the preceding month.
                              the borrowing capacity defined
                              in Schedule Item 1(A).

     Audit Fee                $500  per day plus out of             Due on the first day of each calendar quarter.
                              pocket travel expenses.
</TABLE>

20.  Uncollected Funds Adjustment (SS 8.6)
     -------------------------------------

     (   )   ________________ calendar days; or
     ( X )   THREE (3) BUSINESS DAYS .
     (   )   for each Item, the number of days estimated by Secured party as
             necessary for collection of funds.

21.  Additional Covenants (SS 10 & 11)
     ---------------------------------

22.  Annual Financial Statements -- Timing (SS 10.1(a))
     --------------------------------------------------

23.  Annual Financial Statements -- Form (SS 10.1(a))
     ------------------------------------------------

     The  following   prepared  by  independent   certified  public  accountants
     satisfactory to Secured Party

     (   )   a compilation
     (   )   a review or
     ( X )   AUDITED

24.  Interim Financial Statements (SS 10.1(b)
     ----------------------------------------

25.  Terms of Sale (SS 10.3)
     -----------------------

     Due dates of no more than 30 calendar days from date of Invoice,  except in
     regard to transactions specified below under "Datings."

     Datings:                   NONE

26.  Net Working Capital; Consolidated Tangible Net Worth (SS 10.13)
     ---------------------------------------------------------------

     Minimum net working capital                 NOT TO DETERIORATE MORE THAN
                                                 $100,000 FROM COMPUTED LEVELS
                                                 FROM THE 4/2/99 AUDITED
                                                 BALANCE SHEET.
     Minimum consolidated tangible net worth:    NOT TO DETERIORATE MORE THAN
                                                 $100,000 FROM COMPUTED LEVELS
                                                 FROM THE 4/2/99 AUDITED
                                                 BALANCE SHEET.

27.  Permitted Borrowing (SS 11.2)
     -----------------------------

     Debtor:   NONE, OTHER THAN (I) THE INDEBTEDNESS OWED TO SECURED PARTY; (II)
     THE  PERMITTED   PURCHASE  MONEY   SECURITY   INTEREST  UNDER  THE  CAPITAL
     EXPENDITURES  ALLOWED  PURSUANT TO SCHEDULE ON ITEM #31; AND (III) THOSE IN
     EXISTENCE AT THE TIME OF THE CLOSING OF THIS LOAN AND SECURITY AGREEMENT AS
     DISCLOSED  IN  EXHIBIT  A-2 TO  THIS  SCHEDULE  TO THE  LOAN  AND  SECURITY
     AGREEMENT.

     Consolidated Subsidiary:   N/A

28.  Permitted Investments and Advances (SS 11.9(d))
     -----------------------------------------------

     Debtor:                    NONE
     Consolidated Subsidiary:   N/A

29.  Permitted Guaranties (SS 5.18, 11.10)
     -------------------------------------

     Debtor:                    NONE
     Consolidated Subsidiary:   N/A

30.  Maximum Annual Lease Rentals (SS 11.11)
     ---------------------------------------

     Debtor:  NONE,  EXCEPT FOR NEW  INDEBTEDNESS  ALLOWED IN  CONJUNCTION  WITH
     PERMITTED CAPITAL EXPENDITURES UNDER SCHEDULE ITEM #31.

     Consolidated Subsidiary:   N/A

31.  Permitted Capital Expenditures (SS 11.12)
     -----------------------------------------

     Debtor:                    $125,000 ANNUALLY
     Consolidated Subsidiary:   N/A

32.  Maximum Aggregate Compensation (SS 11.13(a))
     --------------------------------------------

     Debtor:                    $
     Consolidated Subsidiary:   $

33.  Maximum Annual Compensation for Certain Individuals (SS 11.13(b))
     -----------------------------------------------------------------

                               Name Amount
     Debtor:
     Consolidated Subsidiary:

<PAGE>


34.  State (SS 1.1(ff))
     ------------------

                       GEORGIA

35.  Initial Term and Renewal Term (SS 14.13)
     ----------------------------------------

          Initial Term:     ONE YEAR
          Renewal Term:     ANNUALLY

36.  Percentage of Stock  Ownership of  Consolidated  Subsidiaries  (SS 5.25, SS
     ---------------------------------------------------------------------------
     10.24))
     -------

     Consolidated Subsidiary            Debtor's Percentage of ownership


37.  Prepayment Premium (SS 14.13)
     -----------------------------

     1.00% of the Borrowing Capacity defined in Schedule 1.

38.  Other Provisions (SS 14.9)
     --------------------------

     -    Reference to Section 1.1 of Loan and Security Agreement: "Obligations"
     shall mean and include all loans, advances, debts, liabilities, obligations
     and  covenants  and duties  owing,  arising,  due or payable from Debtor to
     Secured  Party of any kind or nature,  present  of  future,  whether or not
     evidenced by any note, guaranty or other instrument,  whether arising under
     this Agreement,  the Demand  Promissory Note or under the other Transaction
     Documents  or  otherwise,  whether  direct  to  indirect  (including  those
     acquired by assignment),  absolute or contingent, primary or secondary, due
     or to become due, now existing or hereafter  arising and however  acquired.
     The term includes,  without limitation,  all interest,  charges,  expenses,
     fees,  attorneys'  and  paralegals'  fees and any other sums  chargeable to
     Debtor by Secured  Party  under  this  Agreement  or the other  Transaction
     Documents.

     -    Each  account  debtor will be  notified  to direct  payment to Secured
     Party. Secured Party will review the notification requirement and may allow
     for a lockbox arrangement should Debtor be successful in raising additional
     equity. The requirement will be based on actual cash infusion of $1,500,000
     in equity;  provided  that no events of default  are  present in the credit
     facility at that time.

     -    Reference is made to Section 14.13 (b) - This  paragraph is amended to
     read "Prepayment  Premium.  If Debtor pays in full all or substantially all
     of the principal  balance of Advances  prior to the end of the initial term
     or any  renewal  term  of this  Agreement  as set  forth  in Item 37 of the
     Schedule,  other than temporarily  from funds  internally  generated in the
     ordinary  course of business,  at the time of any such payment Debtor shall
     also pay to Secured  Party the  prepayment  premium set forth in Item 37 of
     the Schedule."


     -    Reference is made to Section  12.1(g) "Events of Default - Judgements"
     The  occurrence  of an event of Default  will take place  should any single
     judgement against Debtor be granted in excess of $100,000,  or collectively
     judgements in excess of $250,000,  in any of the pending  suites  described
     herein.

          -    Capella Worldwide Networking, Inc. versus Debtor

          -    Comercia Bank versus Debtor

          -    United States Security and Exchange Commission versus Debtor

          -    Marshall Industries, Inc. versus Debtor

          -    Edward T. Lack, Jr. versus Debtor

<PAGE>

39.  Bank or Financial Institution (SS 1.1(w))
     -----------------------------------------

     NationsBank, N.A.

The undersigned have executed this Schedule on the 1st DAY OF October , 1999.

Secured Party:    EMERGENT ASSET BASED       Debtor:  COMPUTONE CORPORATION
                  LENDING, LLC

By: /s/ Connie Warne                         By:  /s/ Perry Pickerign
   ---------------------------------              -------------------
                                                    PERRY PICKERIGN, PRESIDENT

Attest: /s/ Charlie Liles                    Attest: /s/ Greg Roseberry
        ----------------------------                 ------------------
                                             GREG ROSEBERRY,
                                             ASST. CORPORATE SECRETARY

         (Corporate Seal)                    (Corporate Seal)