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                                                                   EXHIBIT 10.11

                              AMENDED AND RESTATED
                          1996 NON-EMPLOYEE DIRECTORS'
                              STOCK OPTION PLAN OF
                               ACCESS BEYOND, INC.


1. PURPOSE OF THE PLAN. This 1996 Non-Employee Directors' Stock Option Plan of
Access Beyond, Inc., adopted as of the 18th day of November, 1996, and as
amended and restated as of the 4th day of February, 1997, is intended to
encourage directors of the Company who are not officers or key employees of the
Company or any of its Subsidiaries to acquire or increase their ownership of
common stock of the Company. The opportunity so provided is intended to foster
in participants an incentive to put forth maximum effort for the continued
success and growth of the Company and its Subsidiaries.

2. DEFINITIONS. When used herein, the following terms shall have the meanings
set forth below:

         2.1 "Board" means the Board of Directors of the Company.

         2.2 "Change in Control" means a change in control of the Company of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Exchange Act (as in effect
on the date the Plan is adopted by the Board), whether or not the Company is
then subject to such reporting requirement; provided, that, without limitation,
such a Change in Control shall be deemed to have occurred if:

                  2.2.1 any "person" (as defined in Sections 13(d) and 14(d) of
the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing twenty-five (25%) or more of the combined voting power of the
Company then outstanding securities otherwise than through any transaction or
transactions arranged, or consummated with the prior approval of, the Board;
provided, however, that a Change in Control shall not be deemed to occur under
this clause (a) by reason of the acquisition of securities by the Company or an
employee benefit plan (or any trust funding such a plan) maintained by the
Company, or solely by reason of the new issuance of securities directly by the
Company; or

                  2.2.2 during any period of two (2) consecutive years (not
including any period prior to the adoption of this Plan) there shall cease to be
a majority of the Board comprised of Tenured Directors; or

                  2.2.3 (a) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result
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in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than eighty percent (80%)
of the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation, or
(ii) the stockholders of the Company approve a plan of complete liquidation of
the Company or an agreement for the sale or disposition by the Company of all or
substantially all the Company's assets.

         2.3 "Code" means the Internal Revenue Code of 1986, as in effect at the
time of reference, or any successor revenue code which may hereafter be adopted
in lieu thereof, and any reference to any specific provisions of the Code shall
refer to the corresponding provisions of the Code as it may hereafter be amended
or replaced.

         2.4 "Committee" means the Compensation Committee of the Board or any
other committee appointed by the Board which is invested by the Board with
responsibility for the administration of the Plan.

         2.5 "Company" means Access Beyond, Inc., a Delaware corporation.

         2.6 "Directors" means directors who serve on the Board and who are
neither officers nor key employees of the Company or any of its Subsidiaries.

         2.7 "ERISA" means the Employee Retirement Income Security Act of 1974,
as in effect at the time of reference, or any successor law which may hereafter
be adopted in lieu thereof, and any reference to any specific provisions of
ERISA shall refer to the corresponding provisions of ERISA as it may hereafter
be amended or replaced.

         2.8 "Exchange Act" means the Securities Exchange Act of 1934, as in
effect at the time of reference, or any successor law which may hereafter be
adopted in lieu thereof, and any reference to any specific provisions of the
Exchange Act shall refer to the corresponding provisions of the Exchange Act as
it may be amended or replaced.

         2.9 "Fair Market Value" means with respect to the Shares, the closing
price of the Shares as reported on the NASDAQ National Market System, on the
last business day prior to the date on which the value is to be determined, as
reported in the Wall Street Journal or such other source of quotations for, or
report of trading of, the Shares as the Committee may reasonably select from
time to time. Notwithstanding the foregoing, with respect to Options granted on
the effective date of the Plan, Fair Market Value means the average closing
price of the Shares on the NASDAQ National Market System for the ten (10)
trading days immediately following the last business day prior to the effective
day of the Plan.

         2.10 "Option" means the right to purchase the number of Shares
specified by the Plan at a price and for a term fixed by the Plan, and subject
to such other limitations and restrictions as the Plan and the Committee
imposes.


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         2.11 "Option Agreement" means a written agreement in such form as may
be, from time to time, hereafter approved by the Committee, which shall be duly
executed by the Company and the Director and which shall set forth the terms and
conditions of an Option under the Plan.

         2.12 "Plan" means the 1996 Non-Employee directors' Stock Option Plan of
Access Beyond, Inc., as amended and restated.

         2.13 "Regulation T" means Part 220, chapter II, title 12 of the Code of
Federal Regulations, issued by the Board of Governors of the Federal Reserve
System pursuant to the Exchange Act, as amended from time to time.

         2.14 "Rule 16b-3" means Rule 16b-3 of the General Rules and Regulations
of the Securities and Exchange Commission as in effect at the time of reference,
or any successor rules or regulations which may hereafter be adopted in lieu
thereof and any reference to any specific provisions of Rule 16b-3 shall refer
to the corresponding provisions of Rule 16b-3 as it may hereafter be amended or
replaced.

         2.15 "Share" means shares of the Company S.01 par value common stock
or, if by reason of the adjustment provisions contained herein, any rights under
an Option under the Plan pertain to any other security, such other security.

         2.16 "Subsidiary" or "Subsidiaries" means any corporation or
corporations other than the Company in an unbroken chain of corporations
beginning with the Company if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

         2.17 "Successor" means the legal representative of the estate of a
deceased Director or the person or persons who shall acquire the right to
exercise or receive an Option by bequest or inheritance or by reason of the
death of the Director.

         2.18 "Tenured Directors" means individuals who at the beginning of any
period of two (2) consecutive years (not including any period prior to the
adoption of this Plan) constitute the Board and any new director(s) whose
election by the Board or nomination for election by the Company's stockholders
was approved by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved.

         2.19 "Term" means the period during which a particular Option may be
exercised.

3. STOCK SUBJECT TO THE PLAN.. There will be reserved for use, upon the exercise
of Options to be granted from time to time under the Plan, an aggregate of
250,000 Shares, which Shares may be, in whole or in part, as the Board shall
from time to time determine, authorized but unissued Shares,



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or issued Shares which shall have been reacquired by the Company. Any Shares
subject to issuance upon exercise of Options but which are not issued because of
a surrender, lapse, expiration or termination of any such Option prior to
issuance of the Shares shall once again be available for issuance in
satisfaction of Options.

4. ADMINISTRATION OF THE PLAN. The Board shall appoint the Committee, which
shall consist of at least two (2) members of the Board who are neither employees
nor officers of the Company. Subject to the provisions of the Plan, the
Committee shall have full authority, in its discretion, to interpret the Plan,
to prescribe, amend and rescind rules and regulations relating to the Plan, and
generally to interpret and determine any and all matters whatsoever relating to
the administration of the Plan and the granting of Options hereunder. The Board
may, from time to time, appoint members to the Committee in substitution for or
in addition to members previously appointed and may fill vacancies, however
caused, in the Committee. The Committee shall select one of its members as its
chairman and shall hold its meetings at such times and places as it shall deem
advisable. A majority of its members shall constitute a quorum. Any action of
the Committee may be taken by a written instrument signed by all of the members,
and any action so taken shall be fully as effective as if it had been taken by a
vote of a majority of the members at a meeting duly called and held. The
Committee shall make such rules and regulations for the conduct of its business
as it shall deem advisable and shall appoint a Secretary who shall keep minutes
of its meetings and records of all action taken in writing without a meeting. No
member of the Committee shall be liable, in the absence of bad faith, for any
act or omission with respect to his or her service on the Committee.

5. GRANT OF OPTIONS. Each Director who is a Director on the date the Plan
becomes effective shall be granted an Option on such date to purchase 25,000
Shares without further action by the Board or the Committee. Each Director who
joins the Board after the date the Plan becomes effective shall be granted an
Option on the first day of his initial term on the Board to purchase 25,000
Shares without further action by the Board or the Committee. In addition, on the
fifth business day after the Company's Annual Report on Form 10-K is filed with
the Securities and Exchange Commission for each fiscal year during which the
Plan is in effect, each Director who is a Director on such date shall be
automatically granted an additional Option to purchase 5,000 Shares without
further action by the Board or the Committee. If the number of Shares available
under the Plan on a scheduled grant date is insufficient to make all automatic
grants required to be made pursuant to the Plan on such date, then each Eligible
Director shall receive an Option to purchase a pro rata number of the remaining
Shares, if any, under the Plan; provided further, however, that if such
proration results in fractional Shares, then such Option shall be rounded down
to the nearest number of whole Shares. A Director may designate one or more
persons (as defined in Sections 13(d) and 14(d) of the Exchange Act) who are
neither officers nor key employees of the Company or any of its Subsidiaries to
be granted the Options which such Director is entitled to received hereunder, in
which case the Options granted to such designee shall be subject to the
provisions hereof that would have been applicable to such Director, had such
Options been granted to such Director.


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6.       BASIC STOCK OPTION PROVISIONS.

         6.1 Option Price. The option price per share of any Option granted
under the Plan shall be the Fair Market Value of the Shares covered by the
Option on the date the Option is granted.

         6.2 Term of Options. Subject to paragraphs (a) and (b) of this Section
6.2, Options granted hereunder shall be exercisable for a Term of ten (10) years
from the date of grant thereof, but shall be subject to earlier termination as
hereinafter provided.

                  6.2.1 Except as otherwise provided in the Plan, prior to its
expiration or termination, any Option granted hereunder on the date the Plan
becomes effective or on the first day of a Director's initial term on the Board
(each, an "Initial Option") may be exercised within the following time
limitations:

                           (a) After one year from the date of grant, an Initial
Option may be exercised as to not more than thirty percent (30%) of the Shares
originally subject to the Initial Option.

                           (b) After two years from the date of grant, an
Initial Option may be exercised as to not more than sixty percent (60%) of the
Shares originally subject to the Initial Option.

                           (c) After three years from the date of the grant, an
Initial Option may be exercised as to any part or all of the Shares originally
subject to the Initial Option.

                  6.2.2 Except as otherwise provided in the Plan, prior to its
expiration or termination, any Option granted hereunder that is not an Initial
Option may be exercised at any time after three years from the date of grant.

         6.3 Termination of Directorship. In the event a Director ceases to be a
member of the Board (other than by reason of death or disability), then (a) an
Option may be exercised by the Director (to the extent the Director shall have
been entitled to do so at the time he or she ceased to be a member of the Board)
at any time within seven (7) months after he or she ceases to be a member of the
Board, but not beyond the Term of the Option and (b) the portion of the Option
that has not vested as of the date the Director ceases to be a member of the
Board shall automatically terminate.

         6.4 Death or Disability of Director. If a Director dies or becomes
disabled while he or she is a member of the Board, or within seven (7) months
after he or she ceases to be a Member of the Board, an Option may be exercised
(to the extent the Director was entitled to do so at the time of his or her
death or disability) by the Director or the Director's Successor, as the case
may be, at any time within one (1) year after the Director ceases to be a member
of the Board on account of such death or disability, but not beyond the Terms of
the Option.


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7.       EXERCISE OF RIGHTS UNDER OPTIONS.

         7.1 Notice of Exercise. A Director entitled to exercise an Option may
do so by delivery of a written notice to that effect specifying the number of
Shares with respect to which the Option is being exercised and any other
information the Committee may require. The notice shall be accompanied by
payment in full of the purchase price of any Shares to be purchased, which
payment shall be made in cash or by certificates of Shares held for more than
six (6) months, duly endorsed in blank equal in value to the purchase price of
the Shares to be purchased based on their Fair Market Value at the time of
exercise or a combination thereof. No Shares shall be issued upon exercise of an
Option until full payment has been made therefor. All notices or requests
provided for herein shall be delivered to the Company's Chief Financial Officer,
or such other person as the Committee may designate. No fractional Shares shall
be issued.

         7.2 Cashless Exercise Procedures. The Company, in its sole discretion,
may establish procedures whereby a Director, subject to the requirements of Rule
16b-3, Regulation T, federal income tax laws, and other federal, state and local
tax and securities laws, can exercise an Option or a portion thereof without
making a direct payment of the option price to the Company. If the Company so
elects to establish a cashless exercise program, the Company shall determine, in
its sole discretion, and from time to time, such administrative procedures and
policies as it deems appropriate and such procedures and policies shall be
binding on any Director wishing to utilize the cashless exercise program.

8. OTHER OPTION TERMS AND CONDITIONS. Each Option or each Option Agreement
evidencing the grant of an Option shall contain such other terms and conditions
not inconsistent herewith as shall be approved by the Committee.

9. RIGHTS OF OPTION HOLDER. The holder of an Option shall not have any of the
rights of a stockholder with respect to the Shares subject to purchase or
receipt under his or her Option, except to the extent that one or more
certificates for such Shares shall be issuable to the holder upon the due
exercise of the Option and the payment in full of the purchase price therefor.

10. NONTRANSFERABILITY OF OPTIONS. An Option shall not be transferable, other
than: (a) by will or the laws of descent and distribution, and an Option subject
to exercise may be exercised, during the lifetime of the holder of the Option,
only by the holder, or in the event of death, the holder's Successor, or in the
event of disability, the holder's personal representative, or (b) pursuant to a
qualified domestic relations order, as defined in the Code or ERISA or the rules
thereunder.

11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of changes in the
outstanding Shares by reason of stock dividends, stock splits,
reclassifications, recapitalizations, mergers, consolidations, combinations, or
exchanges of shares, separations, reorganizations or liquidations, or similar
events, or in the event of extraordinary cash or non-cash dividends being
declared with respect to the Shares, or similar transactions or events, the
number and class of Shares available under the Plan in the aggregate, the number
and class of Shares subject to Options theretofore


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granted, applicable purchase prices and all other applicable provisions, shall,
subject to the provisions of the Plan, be equitably adjusted by the Committee
(which adjustment may, but need not, include payment to the holder of an Option,
in cash or in shares, in an amount equal to the difference between the price at
which such Option may be exercised and the then current fair market value of the
Shares subject to such Option as equitably determined by the Committee). The
foregoing adjustment and the manner of application of the foregoing provisions
shall be determined by the Committee, in its sole discretion. Any such
adjustment may provide for the elimination of any fractional share which might
otherwise become subject to an Option.

12. CHANGE IN CONTROL. Notwithstanding anything to the contrary in the Plan or
in any Option Agreement, in the case of a Change in Control of the Company, each
Option granted under the Plan shall terminate on the later of (a) ninety (90)
days after the occurrence of such Change in Control and (b) seven (7) months
following the date of grant of an Option, and an Option holder shall have the
right, commencing at least five (5) days prior to such Change in Control and
subject to any other limitation on the exercise of such Option in effect on the
date of exercise, to immediately exercise any Option in full, without regard to
any vesting limitations, to the extent it shall not have been previously
exercised.

13. FORMS OF OPTIONS. An Option shall be granted hereunder on the date or dates
specified in the Plan. Whenever the Plan provides for the receipt of an Option
by a Director, the Company's Chief Financial Officer or such other person as the
Committee shall appoint, shall send notice thereof to the Director, in such form
as the Committee shall approve, stating the number of Shares subject to the
Option, its Term, and the other terms and conditions thereof The notice shall be
accompanied by a written Option Agreement, in such form as may from time to time
hereafter be approved by the Committee, which shall have been duly executed by
or on behalf of the Company. Execution by the Director to whom such Option is
granted of said Option Agreement in accordance with the provisions set forth in
this Plan shall be a condition precedent to the exercise of any Option.

14.      TAXES.

         14.1 Right to Withhold Required Taxes. The Company shall have the right
to require a person entitled to receive Shares pursuant to the exercise of an
Option under the Plan to pay the Company the amount of any taxes which the
Company is or will be required to withhold, if any, with respect to such Shares
before the certificate for such Shares is delivered pursuant to the Option.
Furthermore, the Company may elect to deduct such taxes from any other amounts
then payable in cash or in shares or from any other amounts payable any time
thereafter to the Director.

         14.2 Director Election to Withhold Shares. A Director may satisfy the
withholding tax liability, if any, with respect to the exercise of an Option, by
having the Company withhold Shares otherwise issuable upon exercise of the
Option if such Director makes an election to do so which satisfies the
requirements of Rule 16b-3.


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15. TERMINATION OF THE PLAN. The Plan shall terminate ten (10) years from the
date the Plan becomes effective, and an Option shall not be granted under the
Plan after that date although tho terms of any Option may be amended at any date
prior to the end of its Term in accordance with the Plan. Any Option outstanding
at the time of termination of the Plan shall continue in full force and effect
according to the terms and conditions of the Option and this Plan.

16. AMENDMENT OF THE PLAN. The Plan may be amended at any time and from time to
time by the Board. Notwithstanding the discretionary authority granted to the
Committee in Section 4 of the Plan, no amendment of the Plan or any Option
granted under the Plan shall impair any of the rights of any holder, without the
holder's consent, under any Option theretofore granted under the Plan.

17. DELIVERY OF SHARES ON EXERCISE. Delivery of certificates for Shares pursuant
to an Option exercise may be postponed by the Company for such period as may be
required for it with reasonable diligence to comply with any applicable
requirements of any federal, state or local law or regulation or any
administrative or quasi-administrative requirement applicable to the sale,
issuance, distribution or delivery of such Shares. The Committee may, in its
sole discretion, require a Director to furnish the Company with appropriate
representations and a written investment letter prior to the exercise of an
Option or the delivery of any Shares pursuant thereto.

18. FEES AND COSTS. The Company shall pay all original issue taxes on the
exercise of any Option granted under the Plan and all other fees and expenses
necessarily incurred by the Company in connection therewith.

19. EFFECTIVENESS OF THE PLAN. The Plan shall become effective when approved by
the Board. The Plan shall thereafter be submitted to the Company's stockholders
for approval and unless the Plan is approved by the Company's stockholders at a
meeting duly held in accordance with Delaware law within twelve (12) months
after being approved by the Board, the Plan and all Options made under it shall
be void and of no force and effect. In aid of this provision any Options granted
prior to the approval of the Plan by the Company's stockholders shall be
conditioned upon receipt of such approval.

20. OTHER PROVISIONS. As used in the Plan, and in Option Agreements and other
documents prepared in implementation of the Plan, references to the masculine
pronoun shall be deemed to refer to the feminine or neuter, and references in
the singular or the plural shall refer to the plural or the singular, as the
identity of the person or persons or entity or entities being referred to may
require. The captions used in the Plan and in Option Agreements and other
documents prepared in implementation of the Plan are for convenience only and
shall not affect the meaning of any provision hereof or thereof

21. DELAWARE LAW TO GOVERN. This Plan shall be governed by and construed in
accordance with the laws of the State of Delaware.


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