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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
Apex Inc., a Washington corporation ("Employer" or "Apex"), Avocent Corporation, a Delaware corporation, and Barry L. Harmon (the "Employee").

RECITALS

WHEREAS, Avocent Corporation and its affiliates including Apex and Cybex Computer Products Corporation ("Cybex") (Avocent Corporation and its affiliates are
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 and Employer entered into that certain Employment and Noncompetition Agreement dated March 7, 2000 (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, 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:

DUTIES.  During
the term of this Agreement, the Employee agrees to be employed by Apex and to serve Avocent and Apex as their Senior Vice President of West Coast
Operations. The Employee shall devote such of his business time, energy, and skill to the affairs of Avocent and Apex as shall be necessary to perform the duties of the Senior Vice President of West
Coast Operations of Avocent and Apex. The Employee shall report to the President of Avocent, and to the Boards of Directors of Avocent and Apex, 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 West Coast Operations. The Employee's principal place of business with respect to his services
to Avocent and Apex shall be within the vicinity of the city of Redmond, Washington. The Employee shall function as the principal officer with responsibility for business activities in Avocent's
Redmond, Washington facility, currently consisting of engineering, production, marketing, sales and after-sales support, administration, and finance. Employee shall assist Avocent in integrating the
work of the departments and individuals in Redmond, within the context of a developing, worldwide business and merger integration strategy for Avocent. Employee shall also contribute to the
development of a worldwide business strategy, with key managers and individuals located in Huntsville, Alabama, Shannon, Ireland, and Acton, Massachusetts. Employee's duties will also include a role
in investor and press relations actives, including conference speaking engagements and one-on-one meetings with institutional investors. Coordination of these investor and
press relations duties will be done with the CFO.

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TERM OF EMPLOYMENT.



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SALARY,
BENEFITS AND BONUS COMPENSATION.



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SEVERANCE
COMPENSATION.



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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:

Barry L. Harmon




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AMENDMENT
OF STOCK OPTION LETTER AGREEMENTS.



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

| |  | APEX INC.:                       
| |  | ---------------------------------
| |  | By:                              
| |  | Its:                             
| |  | AVOCENT CORPORATION:             
| |  | By:                              
| |  | Its:                             
| |  | EMPLOYEE:                        
| |  | /s/BARRY L. HARMONBarry L. Harmon

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