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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 Stephen F. Thornton (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, as amended by that certain First Amendment dated
March 7, 2000 (collectively, 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 Chairman of the Board,
President, and Chief Executive Officer, 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 Chairman of the Board, President, and Chief Executive Officer. The Employee shall report
only 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 Chairman of the Board, President, and Chief Executive Officer of Avocent Corporation.

2.  TERM
OF EMPLOYMENT.



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3.  SALARY,
BENEFITS AND BONUS COMPENSATION.



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4.  SEVERANCE
COMPENSATION.



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5.  NON-COMPETITION
OBLIGATIONS.  In consideration of the payment set forth on Exhibit A to this Agreement and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, during the term of this Agreement and for a period of thirty-six (36) months thereafter, the Employee
will not, without the Employer's and Avocent Corporation'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; provided, however, that the Employee shall not be entitled to any payment under this Section 5 upon a
termination of employment under Section 2.5 or Section 2.6 of this Agreement. 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. Payments by the Employer to the Employee under this Section 5 shall be made within thirty (30) days following a termination of the Employee's
employment with the Employer by delivery of a bank cashier's check to the Employee at the address set forth in Section 6.6 of this Agreement.

6.  MISCELLANEOUS.



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




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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/STEPHEN F. THORNTONStephen F. Thornton

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EXHIBIT A

Avocent Employment Services Co. (formerly known as PolyCon Investments, Inc.), a Texas corporation (the "Employer"), Avocent Corporation, a Delaware
corporation, and Stephen F. Thornton, a resident of the State of Alabama (the "Employee"), hereby agree that the payment required to be paid by Employer to the Employee pursuant to Section 5 of
that certain Employment and Noncompetition Agreement dated July 1, 1999 between the Employer, Cybex Computer Products Corporation (a wholly-owned subsidiary of Avocent Corporation), and the
Employee, as amended by that certain Amended and Restated Employment and Noncompetition Agreement dated as of October 31, 2000 between the Employer, Avocent Corporation, and Employee, shall be
Four Hundred Thousand Dollars ($400,000).

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