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AMENDED AND RESTATED  EMPLOYMENT AND NONCOMPETITION AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (the "Agreement") is made and entered into as of October 31, 2000, by and among
Avocent Employment Services Co.(formerly known as Polycon Investments, Inc.), a Texas corporation ("Employer"), Avocent Corporation, a Delaware
corporation, and Gary R. Johnson (the "Employee").

RECITALS

WHEREAS, the Employer is a direct or indirect subsidiary of Avocent Corporation engaged in the business of leasing employees to Avocent Corporation and its
affiliates, including Apex Inc. ("Apex") and Cybex Computer Products Corporation ("Cybex");

WHEREAS,
Avocent Corporation and its affiliates (collectively referred to in this Agreement as "Avocent") are engaged in the business of designing, manufacturing, and selling
stand-alone console/ KVM switching systems, console/KVM remote access products, and integrated server cabinet solutions for the client/server computing market;

WHEREAS,
Employee, Employer, and Cybex entered into that certain Employment and Noncompetition Agreement dated July 1, 1999 (the "Original Employment Agreement"); and

WHEREAS,
on March 8, 2000, Apex, Cybex, and Avocent Corporation entered into an Agreement and Plan of Reorganization dated March 8, 2000 (the "Reorganization
Agreement"). Pursuant to the Reorganization Agreement, (i) Apex Acquisition Corp., a wholly-owned subsidiary of Avocent, merged with and into Apex on July 1, 2000 (the "Apex Merger"),
and upon the Apex Merger, Apex became a wholly-owned subsidiary of Avocent, and (ii) Cybex Acquisition Corp., a wholly-owned subsidiary of Avocent, merged with and into Cybex (the "Cybex
Merger") on July 1, 2000, and upon the Cybex Merger, Cybex also became a wholly-owned subsidiary of Avocent; and

WHEREAS,
for and in consideration of an increase in base pay, certain incentive bonus eligibility and awards, and an award of stock options that would not otherwise be made to
Employee, Employer, Employee, Cybex, and Avocent now wish to amend and restate the Original Employment Agreement with this Amended and Restated Employment and Noncompetition Agreement.

AGREEMENT

THE PARTIES HERETO AGREE AS FOLLOWS:

1.  DUTIES.  During
the term of this Agreement, the Employee agrees to be employed by Employer and to serve Avocent as its Senior Vice President of
Sales, the Americas, and Employer agrees to employ the Employee and lease the Employee to Avocent to serve Avocent in such capacities. The Employee shall devote such of his business time, energy, and
skill to the affairs of Avocent and Employer as shall be necessary to perform the duties of Senior Vice President of Sales, the Americas. The Employee shall report to the President of the Employer,
Cybex, and Avocent Corporation and to the Boards of Directors of the Employer, Cybex, and Avocent Corporation, and at all times during the term of this Agreement, the Employee shall have powers and
duties at least commensurate with his position as Senior Vice President of Sales, the Americas, of Avocent Corporation.

2.  TERM
OF EMPLOYMENT.



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3.  SALARY,
BENEFITS AND BONUS COMPENSATION.



3.3  ADDITIONAL
BENEFITS.  During the term of this Agreement, the Employee shall be entitled to the following fringe benefits:



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4.  SEVERANCE
COMPENSATION.



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5.  NON-COMPETITION
OBLIGATIONS.  Unless waived or reduced by the Employer or Avocent, during the term of this Agreement and for a period of
12 months thereafter, the Employee will not, without the Employer's prior written consent, directly or indirectly, alone or as a partner, joint venturer, officer, director, employee,
consultant, agent, independent contractor or stockholder of any company or business, engage in any business activity in the United States, Canada, or Europe which is substantially similar to or in
direct competition with any of the business activities of or services provided by the Employer at such time. Notwithstanding the foregoing, the ownership by the Employee of not more than five percent
(5%) of the shares of stock of any corporation having a class of equity securities actively traded on a national securities exchange or on The Nasdaq Stock Market shall not be deemed, in and of
itself, to violate the prohibitions of this Section 5.

6.  MISCELLANEOUS.



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6.6  NOTICES.  All
notices and other communications under this Agreement shall be in writing and shall be given by hand delivery or first class mail,
certified or registered with return receipt requested, and shall be deemed to have been duly given upon hand delivery to an officer of the Employer or the Employee, as the case may be, or upon three
(3) days after mailing to the respective persons named below:

If to the Employer/Avocent:
Avocent Corporation
4991 Corporate Drive
Huntsville, AL 35805
Attn: Executive Vice President
Copy to General CounselIf to the Employee:
Gary R. Johnson
[]
[]




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

| |  | AVOCENT EMPLOYMENT SERVICES, INC.:
| |  | ----------------------------------
| |  | By:                               
| |  | Its:                              
| |  | AVOCENT CORPORATION:              
| |  | By:                               
| |  | Its:                              
| |  | EMPLOYEE:                         
| |  | /s/GARY R. JOHNSONGary R. Johnson 

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