Exhibit 10.102

                    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 E. Leo Bebeau,  an individual
residing at 126 Hilldale Drive, Decatur, Georgia 30030-3820 (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 President
and Chief Executive 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 April 1, 2001 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

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the Executive's death or Permanent Disability (as defined herein) as of the date
of such death or Permanent Disability.

               (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(b)
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

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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 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.

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     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.

          (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 fifteen (15) 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.  No more than  fifteen (15) days of vacation may be carried over from
year to year. 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  (i) a base
salary (the "Base Salary") at an annual rate of One Hundred Twenty-Five Thousand
Dollars  ($125,000)  during the Initial Term and each Renewal Term and (ii) such
other  compensation  as may, from time to time, be determined by the Employer in
its sole  discretion.  Such  salary and other  compensation  shall be payable in
accordance with the Employer's  normal payroll  practices as in effect from time
to time.

          (b) INCENTIVE BONUS; DRAWS.

               (i) During each fiscal 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:

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

     For fiscal year ended March 31, 2002:
         At least $0 but not more than $500,000                     $37,500
         More than $500,000                                          75,000

     For fiscal year ended March 31, 2003:
         At least $1,000,000 but not more than $1,500,000           $37,500
         More than $1,500,000                                        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  shall be paid not  later  than 90 days  after  the end of the  Employer's
fiscal year with respect to which the Bonus was earned.

               (ii) The Executive shall be permitted to request monthly advances
from the Employer against the Bonus in amounts not to exceed $2,083.33 per month
(collectively,  "Draws").  Such  Draws  must  be  requested  in  writing  by the
Executive no later than the fifteenth (15th) of each month and are to be paid on
the last day of such month.  If at the end of any fiscal  year of the  Employer,
the Draws  received  by the  Executive  during any fiscal  year  during the Term
exceed the Bonus to which the Executive is entitled (an "Excess"), the Executive
shall be liable to the Employer for such Excess.  The  Executive may not request
additional Draws if there is an unpaid Excess outstanding.  During the Term, any
such Excess is  recoverable by the Employer  solely from future earned  Bonuses.
Following the termination of this Agreement for any reason,  the Executive shall
promptly repay to the Employer any Excess that is then outstanding. The Employer
shall be permitted to set off any such Excess  against any other amounts owed to
the Executive by the Employer, whether pursuant to this Agreement or otherwise.

          (c)  STOCK OPTIONS.

               (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 - March 16, 2001
                         Shares granted - 100,000
                         Exercise price - $.7812 per share
                         Vesting Schedule:
                              25,000 shares on March 16, 2001
                              25,000 shares on March 16, 2002
                              50,000 shares on March 16, 2003

                    (B)  Date of Option grant - June 14, 2001
                         Shares granted - 275,000
                         Exercise price - $.73 per share
                         Vesting Schedule:

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                              75,000 shares on March 31, 2002
                              33,333 shares on June 14, 2002
                              100,000 shares on March 31, 2003
                              33,333 shares on June 14, 2003
                              33,334 shares on June 14, 2004

               (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 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.

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<PAGE>

          (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 that 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 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

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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.

          (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,  but shall inure to the benefit of the
Executive's heirs, executors, administrators and legal representatives.

     10.  NOTICE.  Any notice which may be given  hereunder  shall be in writing
and be deemed given when hand delivered and  acknowledged  or, 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

                                      -8-
<PAGE>

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:
Chairman of the Board, 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
(and the Executive's heirs, executors, administrators and legal representatives)
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 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

                                      -9-
<PAGE>

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/ John D. Freitag
                                        -------------------
                                        John D. Freitag
                                        Chairman of the Board


                                        EXECUTIVE

                                        E. Leo Bebeau
                                        -------------
                                        E. Leo Bebeau

                                      -10-
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