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                                                                  EXHIBIT 10.28

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

                  THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this
"Agreement") is made this 16th day of April, 1996, between HAYES MICROCOMPUTER
PRODUCTS, INC., a Georgia corporation (the "Company"), and DENNIS C. HAYES, a
resident of Gwinnett County, Georgia (the "Executive").

                              W I T N E S S E T H :

                  WHEREAS, the Company is engaged in the business of developing,
manufacturing, marketing and distributing certain computer component products,
software and systems (the "Business of the Company"); and

                  WHEREAS, the Executive is presently a shareholder, corporate
officer and key executive of the Company; and

                  WHEREAS, since the inception of the Company, the Executive has
been instrumental in creating, developing and effecting the day-to-day, current
and long-term business, operating, product, personnel, management, finance and
marketing philosophies and plans of the Company; and

                  WHEREAS, the Company, Executive and certain investors have
entered into an Agreement and Plan of Merger dated as of April 12, 1996 ("Merger
Agreement"); and

                  WHEREAS, the Company and Executive entered into that certain
Employment Agreement dated July 1, 1983, which is currently in force, and which
the Company and Executive desire to amend and restate pursuant to this Agreement
in order to set forth the terms under which Executive's employment with the
Company shall be continued and certain arrangements with respect to Executive's
activities and obligations following the termination of Executive's employment
with the Company; and

                  WHEREAS, it is a condition precedent to the closing of the
transactions contemplated by the Merger Agreement that the Company and the
Executive enter into this Agreement;

                  NOW, THEREFORE, for and in consideration of the mutual
covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Executive and the Company agree as follows:


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                            1. EMPLOYMENT AND DUTIES.

         1.1 Appointment as Chairman. For the Term of this Agreement as set
forth in Section 2 hereof, the Executive shall be employed, hold the position,
perform the duties, and have the authority and responsibilities of the Chairman
of the Board of Directors ("Chairman") of the Company as set forth herein.

         1.2 Duties of the Chairman. The Executive shall have the following
authority, responsibilities and duties as Chairman of the Company:

             1.2.1 The Chairman shall direct the Office of Chairman which will
develop initiatives for the Board of Directors ("Board") and shareholders in
connection with current and long-term operating and strategic planning, policy
development, new technology strategy and corporate business development for the
Company.

             1.2.2 The Chairman shall act as a Company spokesperson and shall
exert his best efforts to interface and maintain relations with the industrial,
political, business, financial, academic, investment and research communities.

         1.3 Other Duties. The Chairman shall perform such other duties as may
be reasonably assigned from time to time by the Board consistent with the
position of Chairman.

         1.4 Duties of CEO. To the extent that the responsibilities of the
Chairman duplicate duties assigned to the CEO, the Chairman shall advise the CEO
on those responsibilities. The responsibilities set forth in Exhibit C to the
Investors Shareholders' Agreement (as defined in the Merger Agreement) are
specifically delegated by the Board of Directors of the Company to the CEO.

         1.5 Outside Activities. During the Term, the Executive shall devote his
full time and efforts to the execution of his duties and responsibilities
hereunder. Notwithstanding the foregoing, nothing in this Agreement shall be
deemed to prohibit Executive from serving on other boards of directors, whether
or not for compensation (subject to Board approval and opinion of Company
counsel, as may be appropriate) and from consulting for other non-Competing
Businesses, as defined in Section 5.1, on non-company time, or from owning
copyrights, royalties, or other rights with respect to books, historical
accounts, speeches, presentations, or other works of authorship by or in
collaboration with Executive, whether or not they relate to the Company or its
affairs to the extent that such activities do not interfere with his performance
of his duties and responsibilities as Chairman and are permitted by Sections 5,
6, and 7 of this Agreement.

         1.6 Other Positions. As of the Commencement Date, as defined in Section
2, the Executive shall hold only the office of Chairman. The employment by the
Company of the Executive hereunder as the Chairman shall not preclude
appointment or election of the Executive by the Board to any other corporate
office of the Company.

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                                    2. TERM.

         The term of the Executive's employment hereunder shall commence on the
"date of the Closing" under the Merger Agreement ("Commencement Date"), and
shall continue for a period of five (5) years from such date unless either
terminated or extended as provided by this Agreement ("Term").

                       3. COMPENSATION AND OTHER BENEFITS.

         3.1 Salary. As compensation for his services to the Company rendered
pursuant hereto, the Executive shall be paid a base salary at the rate of not
less than One Million Dollars ($1,000,000.00) per annum (hereinafter referred to
as "Base Salary") with increases on each anniversary date of the Commencement
Date to Base Salary directly proportional to any increase (but not decrease) in
the cost of living as reflected by the "Consumer Price Index for Urban Wage
Earners and Clerical Workers-All Items" ("CPI") published by the Bureau of Labor
Statistics of the U.S. Department of Labor (or the official successor to such
index) in effect on such anniversary date as compared to the CPI in effect on
the preceding anniversary date or Commencement Date, as appropriate. The Base
Salary shall accrue and be due and payable in equal, or as nearly equal as
practicable, semi-monthly installments, and the Company may deduct from each
such installment all amounts required to be deducted and withheld in accordance
with the provisions of any applicable law now in effect or hereafter in effect
including without limitation federal and state income, FICA and other
withholding tax requirements, and such other deductions permitted by the Company
which Executive may authorize from time to time.

         If the Commencement Date is on other than the first business day of a
calendar month or if the Executive's employment hereunder shall terminate on
other than the last day of a calendar month, the Executive's Base Salary for
such month shall be prorated according to the number of days during such month
that the Executive was employed hereunder.

         3.2 Bonus. Executive shall be eligible for such annual bonus as may be
established annually by the Board for all executives of the Company based on
meeting or exceeding the Company's annual business plan approved by the Board
and such other individual or corporate performance factors as may be established
from time to time by the Board. Within ninety (90) days of the Commencement
Date, a bonus in the gross amount of Two Hundred Fifty Thousand Dollars
($250,000.00) shall be paid by the Company to the Executive. The Company shall
deduct from the net amount of such bonus an amount equal to Executive's unpaid
principal and interest ("Outstanding Loan") under the Revolving Loan Agreement
and Revolving Loan Promissory Note dated May 15, 1991, between the Company and
the Executive, and the amendments thereto dated February 28, 1993 and February
28, 1995 ("Revolving Loan Agreement") or, if such net bonus amount is less than
the Outstanding Loan, all of the net bonus amount to be applied to the
Outstanding Loan.

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         3.3 Line of Credit. The Executive shall continue to be eligible for
loans in accordance with the Revolving Loan Agreement. Any amendment to such
Revolving Loan Agreement shall be subject to the approval of the Board.

         3.4 Incentive Plans. If the Company now maintains or during the Term
establishes, an incentive or other compensation plan (however described or
denominated), benefit or perquisite, excluding incentive options for employees
as described in Section 10.4 of the Investors Shareholders' Agreement, for the
corporate officers or executives of the Company, the Executive shall fully
participate to the extent consistent with his membership on the Board, as
determined by the Board, in each such plan, benefit, or perquisite, excluding
incentive options for employees as described in Section 10.4 of said Investors
Shareholders' Agreement, on the same terms generally applicable to other such
participants, adjusted as necessary to reflect the Executive's positions with
the Company.

         3.5 Civic and Club Dues. Subject to approval of the Board, the Company
shall pay for or reimburse the Executive for dues paid in connection with his
membership in civic organizations which promote the image or Business of the
Company or establish, maintain or expand the interface and relationship between
the Company and various communities. The Company shall reimburse the Executive
for all dues paid by him as a result of his membership in the Atlanta Athletic
Club, Ashford Club and Buckhead Club. The Company shall pay for or reimburse the
Executive for a Club Box at Grant Field (Georgia Institute of Technology,
Atlanta, Georgia) which shall be utilized primarily for business purposes.

         3.6 Professional or Trade Associations. The Company shall pay for or
reimburse the Executive for dues incurred by him as a result of his current and
future membership in Chambers of Commerce, "COMPTIA," "AOP," and the "GHTA." Any
reasonable dues for the Executive's membership in any other professional or
trade associations shall be paid so long as such dues are included within the
Company's approved annual budget. The Company shall pay required fees and
expenses in accordance with Section 3.13 for the Executive to attend seminars
and professional meetings (including, when appropriate to the performance of the
Executive's duties, those related to the Executive's spouse) which maintain and
expand his knowledge and technical, financial and management skills relating to
the Business of the Company and its competitors and further the image and
Business of the Company.

         3.7 Vacation. The Executive shall receive not less than six (6) weeks
(thirty (30) working days) paid vacation during each twelve (12) month period of
the Term. The Executive shall give the Board members at least five (5) days
prior written or oral notice before commencing each vacation period. To the
extent that any annual vacation provided herein is not taken during the year in
which it accrued, such unused vacation time shall be carried forward to the
following year not to exceed four (4) weeks (twenty (20) working days) per year,
and provided that Executive shall not have more than ten (10) weeks (fifty (50)
working days) of accrued and unused vacation at any one time.

         3.8 Fringe Benefits, Health and Disability Plans. The Executive shall
be eligible to participate in those health, disability, life, and other fringe
benefit plans, in accordance with

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their terms, which the Company now or hereafter has in effect and which are
generally made available to the Company's other employees, and the Company shall
make contributions for Executive's participation in such plans as it generally
makes for its other employees. The Company reserves the right to modify, add to
or eliminate any or all of its fringe benefit plans at any time and for any
reason.

         3.9      Insurance.

                  3.9.1 Life Insurance. The Company shall continue to maintain
at no cost to the Executive, except as provided in this Section 3.9.1, those
life insurance policies with respect to the Executive which are set forth on
Schedule 3.9. The Executive may borrow such amounts as are permitted under the
terms of such life insurance policies; provided, however, that on and after the
Commencement Date the Executive shall be solely responsible for repayment of
such borrowed amounts, interest thereon and payment of any resulting increase(s)
in the Company's premium payment and shall give advance written notice to the
Board of his intention to borrow such amounts.

                  3.9.2 Errors and Omissions. The Company shall provide
directors' and officers' liability and errors and omissions coverage for the
Executive in an amount and under terms consistent with those provided other
Company officers and directors.

                  3.9.3 Disability. If the Executive is determined to be
disabled under the Company's short-term disability plan or long-term disability
plan ("Disability Plan"):

                        (a)   The Company shall pay to the Executive, through
                              insurance or otherwise, an amount equal to one
                              hundred percent (100%) of the Executive's Base
                              Salary for a period of one year from and after the
                              occurrence of the disability as determined under
                              the Disability Plan. The sum of amounts paid by
                              the Company under this Section 3.9.3(a) shall be
                              reduced by the Executive's total income during
                              such period from: social security, workers'
                              compensation, compensation from the Company or any
                              other business entity which controls, or is
                              controlled by, or is under common control with the
                              Company including, but not limited to, any
                              Disability Plan benefits and earned income from
                              employment in any capacity ("Offset Amount").

                        (b)   Commencing on the three hundred sixty-sixth
                              (366th) consecutive calendar day from and after
                              the Executive's disability as determined under the
                              Disability Plan, the Company shall pay to the
                              Executive, through insurance or otherwise, an
                              amount equal to sixty-six and two-thirds percent
                              (662/3%) of the Executive's Base Salary. The sum
                              of amounts paid by the Company under this Section
                              3.9.3(b) shall be reduced by the Offset Amount
                              plus all of the Executive's proceeds from the sale
                              of Company stock and, if

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                              an IPO as defined in Section 4.3.5 occurs and the
                              Executive is permitted to sell his Company stock,
                              those proceeds from the sale of Company stock
                              which the Executive could receive.

                        (c)   The Company's obligation to make payments, as set
                              forth in Sections 3.9.3(a) and (b), to the
                              Executive during the Executive's period of
                              disability shall cease upon the earlier of the
                              fifth (5th) anniversary of the Commencement Date
                              or upon the termination of the Term.

                        (d)   The Executive's Base Salary and vacation accrual
                              shall cease during payments under Section 3.9.3(a)
                              and (b), but all other benefits of this Agreement
                              shall continue. The Executive's Base Salary and
                              vacation accrual shall recommence upon the
                              cessation of the Executive's disability during the
                              Term, and said Base Salary shall be the amount as
                              set forth in Section 3.1 of this Agreement.

         3.10 Security. The Company shall provide security consulting and alarm
monitoring services at the Executive's primary place of residence comparable to
such services provided as of the Commencement Date through such means as the
Board determines to be appropriate.

         3.11 Driver. The Company shall provide the Executive with a driver and
a car of similar quality and status as a Mercedes Benz, 4 door sedan, model
420SEL, or successor model, as available in North America. Such services and car
shall be paid for or provided by the Company, directly or indirectly, by such
method deemed appropriate by the Board.

         3.12 Administrative Assistant. The Company shall provide as necessary
the services of a personal administrative assistant who is paid consistent with
a clerical level Company position to assist the Executive in personal finances,
social functions and other matters in order to enhance Executive's ability to
focus on the Business of the Company.

         3.13 Reimbursement of Expenses. The Company shall reimburse the
Executive for all reasonable expenses incurred by the Executive in performing
his duties hereunder, including without limitation, expenditures for
entertainment, travel, lodging, and meals; provided, however, the Executive
shall submit to the Company verification of the nature and amount of such
expenses in accordance with Company policies and procedures, including audit,
related to expense reimbursement of employees.

         3.14 Miscellaneous. The salary, compensation and benefits set forth in
this Section 3 shall not preclude or exclude the payment of any other or
additional compensation to the Executive by the Company (as determined by the
Board of Directors of the Company) for serving as an officer, director, Board
committee member or in any other capacity for the Company to which he is
appointed or elected by the Board and which is not specifically covered by this
Agreement.

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         3.15 Repayment Upon Disallowance. Any salary, commission, expense,
reimbursement or other payment to the Executive by the Company pursuant to this
Section 3 which is disallowed in whole or in part as a deductible expense to the
Company for federal or state income tax purposes shall be promptly repaid to the
Company by the Executive to the full extent of such disallowance, but without
the payment by the Executive of any interest or penalty incurred by the Company
in connection with the disallowance of any such payment as a deductible expense
for the Company.

                            4. TERMINATION/EXTENSION.

         4.1  Definition of "Cause." For purposes of this Agreement, Cause shall
mean: (i) felony conviction of the Executive in connection with his employment,
judgment against the Executive in a civil action brought by the Company relating
to fraud or diversion or conversion of Company assets by the Executive, or other
felony conviction of the Executive involving moral turpitude; (ii) failure by
the Executive to perform the duties of his employment set forth in this
Agreement or failure to follow lawful policies of the Company or lawful and
reasonable directives of the Board; (iii) unless expressly authorized by the
Board of Directors of the Company, the performance or attempted performance by
the Executive of any of the responsibilities which have been delegated by the
Board of Directors of the Company to the CEO; or (iv) violation of Section 5, 6
or 7 of this Agreement. The Executive shall be given sixty (60) days written
notice by the Board of an occurrence of a failure or violation of Section 4.1
(ii), (iii) or (iv) and shall be provided an opportunity to cure, if possible,
and/or to cease and desist, as appropriate; provided, however, that if such
failure or violation (or a substantially related failure or violation) occurs
more than three (3) times during any six (6) month period, there shall be no
further notice.

         4.2  Definition of "Total Disability." For the purposes of this Section
4 only, "Total Disability" shall mean the Executive's disability pursuant to the
Company's Disability Plan for a period of at least one hundred eighty (180)
consecutive calendar days. Total Disability shall be deemed to have occurred on
the first (1st) day following said one hundred eighty (180) calendar day period.

         4.3  Termination Events.

              The Term shall be terminated with respect to Executive's
employment as set forth below and only for the following reasons:

              4.3.1    By mutual agreement of the Board and the Executive;

              4.3.2    At the election of and by the Executive, upon a breach 
                       of the Agreement by the Company;

              4.3.3    At the election of and by the Board for Cause, as
                       defined in Section 4.1, with an opportunity to cure
                       and/or cease and desist, as appropriate, as provided
                       by said Section 4.1;

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             4.3.4    Automatically five (5) years after the Commencement Date;

             4.3.5    Automatically upon the Executive's death;

             4.3.6    At the election of and by the Board upon the Executive's 
                      Total Disability as defined in Section 4.2 of this 
                      Agreement; or                        

             4.3.7    In the event that, after completion of an Initial Public 
                      Offering for the sale of capital stock of the Company 
                      ("IPO"), the Executive is not elected to serve as the
                      Chairman of the Company, then Executive's title as
                      Chairman of the Board of Directors shall cease and
                      Executive shall for the remainder of the Term be deemed an
                      employee of the Company with such title, responsibility 
                      and authority as may be delegated to him by the Board of 
                      Directors; provided, however, that all other aspects of 
                      this Agreement shall continue to be in effect.

         4.4 Severance Payments Upon Termination Events. The Executive shall
receive no severance payment upon the occurrence of the termination of the
Executive's employment pursuant to Section 4.3; provided, however, in the event
of termination in accordance with Section 4.3.5, the Executive's estate shall
receive an amount equal to three-twelfths (3/12ths) of Executive's Base Salary.

                            5. RESTRICTIVE COVENANTS.

         5.1 During the Term. During the Term, the Executive shall not, either
directly or indirectly, on his own behalf or as a partner, officer, director,
employee, consultant, agent or trustee of any person, firm, corporation,
partnership or other entity, engage in or be employed by any business or
enterprise which is the same as, or substantially the same as, the Business of
the Company ("Competing Business").

         5.2 After the Term. For a period of eighteen (18) months after the Term
(the "Restricted Period"), the Executive shall keep, observe and abide by each
of the following separate covenants:

             5.2.1 Except on behalf of the Company, the Executive shall not, 
either directly or indirectly, on his own behalf or as a partner, officer,
director, employee, consultant, agent or trustee of any person, firm,
corporation, partnership or other entity, within the Area, as defined in Section
5.3, engage in or be employed by or have any interest in any business
organization of whatever form engaged, either directly or indirectly, in a
Competing Business in a capacity that requires him to perform services on behalf
of such Competing Business substantially similar to those performed by him on
behalf of the Company; provided, however, that the Executive may during the
Restricted Period interview and seek to make arrangements for such employment,
engagement or interest that commences after the Restricted Period.

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             5.2.2 During the Restricted Period, except on behalf of the
Company, the Executive shall not, either directly or indirectly, on his own
behalf or in the service or on behalf of others, solicit, divert or hire away,
to any Competing Business or attempt to solicit, divert or hire away, to any
Competing Business any person or persons employed by the Company as of the
termination of the Term or within the six (6) months preceding or subsequent to
the termination of the Term, whether or not such employee is a full-time
employee or a temporary employee of the Company, and whether or not such
employment is pursuant to a written contract with the Company or is for a
determined period or at will, until such employee has ceased his employment with
the Company for at least six (6) months.

         5.3 Definition of "Area". The "Area" is defined as the geographic
territory included in a radius of fifty (50) miles from the Company's business
locations in Norcross, Georgia and Thousand Oaks, California.

         5.4 No Prior Restrictions. The Executive affirms and represents that he
is under no obligation to any former employer or third party which is
inconsistent with, or which imposes any restriction upon, the continued
employment of the Executive by the Company or the Executive's undertakings under
this Agreement.

         5.5 Survival. The provisions of this Section 5 shall continue after the
Term as set forth herein and shall survive irrespective of the reason the
Executive's employment terminates.

           6. OWNERSHIP, NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION.

         6.1 Definition of Confidential Information. For purposes of this
Section 6, "Confidential Information" shall mean any and all data and
information relating to the Business of the Company (whether constituting a
trade secret or not), (i) which is or has been disclosed to the Executive, or of
which the Executive becomes aware as a consequence of or through his employment
relationship with the Company, or which was developed in whole or in part by him
during the term of his employment with the Company; and (ii) which has value to
the Company and is not generally known by its competitors. Confidential
Information shall not include any data or information (A) that has been
voluntarily disclosed to the public by the Company or has become generally known
to the public (except where such public disclosure has been made by the
Executive or another person or entity without authorization by the Company), or
(B) that has been independently developed and disclosed by parties other than
the Executive or the Company to the public generally or to the Executive without
breach of any obligation of confidentiality by any such parties running directly
or indirectly to the Company, or (C) that otherwise enters the public domain
through lawful means. Confidential Information may include, but is not limited
to, information relating to the Company's financial affairs (including the
Company's relationship with its investors and lenders), products, processes,
services, customers, employees, executives' compensation, research, development,
inventions, manufacturing, purchasing, accounting, engineering and marketing.

         6.2 Definition of Trade Secrets.  For the purposes of this Section 6, 
Trade Secrets shall mean, in addition to the information described in the
Georgia Trade Secrets Act, (i) any

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Invention, as defined herein, which is being used or studied by the Company and
is not described in a printed patent, described in any literature already
published and distributed externally by the Company, and which is not readily
ascertainable from inspection of a product of the Company, (ii) any engineering,
technical, or product specifications including those of features to be used, or
use of which is contemplated, in a future product of the Company; and (iii) any
machine, process or method of manufacturing employed by the Company, whether
patentable or not, which is not generally known to competitors of the Company.
Trade Secrets shall not include any data or information (A) that has been
voluntarily disclosed to the public by the Company or has become generally known
to the public (except when such public disclosure has been made by Executive or
another person or entity without authorization by the Company), or (B) that has
been independently developed and disclosed by parties other than the Executive
or the Company to the public generally or to the Executive without a breach of
any obligation of non-disclosure by any such parties running directly or
indirectly to the Company, or (C) that otherwise enters the public domain
through lawful means.

         6.3 Ownership. The Executive acknowledges and agrees that all
Confidential Information and Trade Secrets, and all physical embodiments
thereof, are confidential to and are and shall remain the sole and exclusive
property of the Company, and that any of the Confidential Information or Trade
Secrets produced by him shall be considered proprietary to the Company. The
Executive agrees: (i) immediately to disclose solely to the Company all
Confidential Information and Trade Secrets developed in whole or in part by him
during the term of his employment with the Company; (ii) to assign to the
Company any right, title or interest he may have in such Confidential
Information and Trade Secrets, and (iii) at the request and expense of the
Company, to do all things and sign all documents or instruments reasonably
necessary in the opinion of the Company to eliminate any ambiguity as to the
ownership by and rights of the Company in such Confidential Information and
Trade Secrets including, without limitation, providing to the Company his full
cooperation in any litigation, unless between the Executive and the Company
after termination of Executive's employment, or other proceeding to establish,
protect or obtain such ownership and rights. Upon request by the Company, and in
any event upon termination of his employment with the Company for any reason,
the Executive shall promptly deliver to the Company all property belonging to
the Company, including, without limitation, all Confidential Information and
Trade Secrets (and all embodiments thereof) then in his custody, control or
possession.

         6.4 Non-Disclosure. The Executive agrees that, during the term of his
employment by the Company and (i) at all times following the termination of such
employment for any reason whatsoever, with respect to Trade Secrets under the
Georgia Trade Secrets Act and (ii) during the Restricted Period with respect to
other Confidential Information, he will not use, disclose or make available,
directly or indirectly, any Confidential Information or Trade Secrets to any
person, concern or entity, except in the performance of his duties and
responsibilities hereunder or with the prior written consent of the Company. The
provisions of this Section 6 shall continue after the Term as provided herein
and shall survive irrespective of the reason the Executive's employment
terminates.

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                          7. INVENTIONS AND TRADEMARKS.

         7.1      Definition of Invention and Executive Invention.

                  7.1.1 For the purposes of this Section 7, Invention shall mean
any discovery, whether or not patentable, including, but not limited to, any
useful process, method, formula, technique, machine, manufacture, composition of
matter, algorithm or computer program, as well as improvements thereto, which is
new or which the Executive has a reasonable basis to believe may be new.

                  7.1.2 For the purposes of this Section 7, Executive Invention
shall mean any Invention which is conceived by the Executive or conceived by the
Executive in a joint effort with others during the Executive's employment by the
Company which (i) may be reasonably expected to be used in a current product of
the Company, a projected future product of the Company, or a product similar to
a Company product; (ii) results from work that the Executive has been assigned
as part of his duties as an employee, officer or director of the Company; (iii)
is in an area of technology which is the same or substantially related to the
areas of technology with which the Executive is involved in the performance of
the Executive's duties as an employee, officer or director of the Company; (iv)
is useful, or which may reasonably be expected to be useful, in any
manufacturing process, product design or internal control system of the Company;
or (v) is in an area of technology which includes machinery or processes with
which the Executive normally works in performing his duties as an employee,
officer or director of the Company.

         7.2 Property of the Company. The Executive hereby agrees that all
Executive Inventions shall become the property of the Company. The Company makes
no claim of rights to any Inventions of the Executive which are not Executive
Inventions, except to the extent that, by operation of law, the "shop rights
doctrine" provides the Company with any such rights.

         7.3 Conception of Invention. The Executive hereby agrees that if he
conceives any Invention during his employment, for which there is a reasonable
basis to believe that the conceived Invention may be an Executive Invention, the
Executive will provide notice containing a written description of the Invention
to each Board member, adequate to allow evaluation thereof by the Board for a
determination of whether the Invention is an Executive Invention.

         7.4 Patent Registration. The Executive hereby agrees that should the
Company elect to file any application for patent protection either in the United
States or in any foreign country on an Executive Invention, the Executive will
execute all necessary papers and documents, including formal assignments to the
Company, relating to such patent application. The Executive further agrees that
he will cooperate with any attorneys or other persons designated by the Company
by explaining the nature of the Executive Invention, reviewing applications and
other papers, and providing any other assistance reasonably required for the
orderly prosecution of the patent applications.

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         7.5 Discontinuance of Use. On or after the termination of the Term, the
Executive may request that the Board approve the transfer or assignment to the
Executive of a (i) patent or an Executive invention which existed during the
Term but has not been practiced or used for a period of one (1) year or more
prior to the Executive's request therefor or (ii) trademark, service mark or
tradename which was owned by the Company during the Term but has not been used
for a period of one (1) year or more prior to the Executive's request therefor.
The Board shall make a determination with respect to such transfer or assignment
and the value thereof in its sole discretion.

         7.6 Survival. The provisions of this Section 7 shall continue after the
Term as provided herein and shall survive irrespective of the reason for the
Executive's termination.

                      8. BREACH OF COVENANTS BY EXECUTIVE.

         The Executive agrees that the covenants and agreements contained in
Sections 5, 6 and 7 of this Agreement are of the essence of this Agreement and
that each of such covenants is reasonable and necessary to protect and preserve
the interests and properties of the Company and the Business of the Company. The
Executive further agrees that the Company is engaged in and through the Area in
the Business of the Company and that irreparable loss and damage will be
suffered by the Company should the Executive breach any of such covenants and
agreements. Each of such covenants and agreements is separate, distinct and
severable not only from the other of such covenants and agreements but also from
the other and remaining provisions of this Agreement and the unenforceability of
any such covenant or agreement shall not affect the validity or enforceability
of any other such covenants or agreements or any other provision or provisions
of this Agreement. The Executive acknowledges that damages are inadequate for
any breach of Sections 5, 6 or 7, and that the Company shall, whether or not it
is pursuing any potential remedies at law, be entitled to equitable relief in
the form of both temporary and permanent injunctions to prevent a breach or
contemplated breach by the Executive of any of such covenants or agreements. The
Executive shall further be liable for damages, if any, resulting from any breach
of such covenants and agreements.

                           9. RESOLUTION OF DISPUTES.

         9.1 Resolution of Disputes and Mediation. Except for the matters set
forth in Sections 5, 6, and 7 hereof, any dispute between the parties either
with respect to the interpretation of any provision of this Agreement or with
respect to the performance by the Executive or by the Company hereunder (the
"Dispute") shall be resolved in accordance with this Section 9 as follows:

             9.1.1    Upon the written request of either party hereto, each
                      of the parties shall appoint a designated
                      representative, whose task it shall be to meet for
                      the purpose of endeavoring to resolve the Dispute.
                      The Company's designated representative shall be a
                      member of the Board excluding (i) the Executive and
                      (ii) the Board member selected by the Executive to be
                      a Board member.

                                     - 12 -


<PAGE>   13



                  9.1.2    The designated representatives shall meet as often as
                           necessary to gather and furnish to the other all
                           information with respect to the Dispute which is
                           appropriate and germane in connection with its
                           resolution.

                  9.1.3    Such representatives shall discuss the Dispute and
                           negotiate in good faith in an effort to resolve the
                           Dispute without the necessity of any formal
                           proceeding relating thereto.

                  9.1.4    During the course of such negotiations all reasonable
                           requests made by one party to the other for
                           non-privileged information reasonably related to the
                           Dispute, shall be honored in order that each of the
                           parties may be fully advised of the other's position.

                  9.1.5    The specific format for such discussions shall be
                           left to the discretion of the designated
                           representatives but may include the preparation of
                           agreed upon statements of fact or written statements
                           of position furnished to the other party.

         9.2 Judicial Resolution. If the parties hereto are not able to resolve
the Dispute concerning this Agreement as set forth in Section 9.1 above within
sixty (60) calendar days, upon the initial written request as provided in
Section 9.1.1, then the parties shall have the option and right to resolve such
Dispute by judicial or other equitable resolution.

                               10. MISCELLANEOUS.

         10.1 Key Man Insurance. The Executive agrees that during the Term, the
Company in its sole discretion may purchase in addition to those specified in
Section 3.9.1 insurance policies on the Executive's life with the Company as the
primary beneficiary, provided that all costs of such insurance are paid by the
Company.

         10.2 Assignment. This Agreement may not be assigned by any party hereto
without the prior written agreement of the other party hereto.

         10.3 Severability. If any provision of this Agreement shall be held to
be illegal, invalid or unenforceable, such provision shall be enforced to the
maximum extent permissible so as to effect the intent of the parties, and the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

         10.4 Beneficiary. All of the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors, heirs, executors, administrators
and permitted assigns.

         10.5 Entire Agreement. This Agreement embodies the entire agreement of
the parties hereto relating to the subject matter hereof. Except with respect to
the Revolving Loan Agreement, this Agreement supersedes all prior and
contemporaneous agreements,

                                     - 13 -


<PAGE>   14



understandings, negotiations and discussions, written or oral, of the parties
hereto, relating to the subject matter of this Agreement. Nothing in this
Agreement is intended or shall confer upon or give any person other than the
parties hereto any rights or remedies under or by reason of this Agreement.

         10.6 No Amendments. No amendments or modifications of this Agreement
shall be valid or binding upon the Company unless made in writing and approved
by the Board and signed by a Board member duly authorized by the Board (other
than a Board member designated by the Executive or the Executive), or upon the
Executive unless made in writing and signed by the Executive.

         10.7 Waiver. The waiver by either party hereto of a breach by the other
party of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach of the same or any other provision by the
breaching party.

         10.8 Notices. Any notice required or permitted to be given hereunder
shall be in writing and delivered personally or by facsimile/telecopy
transmission. Any notice delivered personally shall be deemed given as of the
date of delivery. Notice given by facsimile/telecopy shall be evidenced by the
facsimile/telecopy verification confirming that the notice was satisfactorily
transmitted and received and shall be deemed given as of the date of
confirmation; provided, however, that its receipt shall be confirmed by
telephone and all notices sent by facsimile/telecopy transmission must be
thereafter transmitted to the party to be notified by an overnight express mail
delivery service within three (3) days of said facsimile/telecopy transmission.

         AS TO EXECUTIVE:                       AS TO THE BOARD OF DIRECTORS:

         Dennis C. Hayes                        Rinzai Limited and
         5835 Peachtree Corners Circle East     S.P. Quek Investments Pte Ltd.
         Norcross, Georgia  30092               c/o Acma Limited
         Private Fax:  (404) 840-6830           17 Jurong Port
                                                Singapore
         AS TO THE COMPANY:                     Attn: Managing Director
                                                Fax:  011 65 264-0125
         Hayes Microcomputer Products, Inc.
         5835 Peachtree Corners Circle East     Kaifa Technology (H.K.) Limited
         Norcross, Georgia  30092               2201 Hong Kong Worsted Mills
         Attn: Chief Executive Officer             Industrial Building
         Fax:  (404) 441-1238                   31-39 Wo Tong Tsui Street
                                                Kwai Chung, New Territories
                                                Hong Kong
                                                
                                                Dennis C. Hayes
                                                110 Bellacree Road
                                                Duluth, Georgia 30155
                                                Fax: (770) 476-4713
                                              

                                     - 14 -


<PAGE>   15



         10.9 Headings. The enumeration and headings contained in this Agreement
are for convenience of reference only and are not intended to have any
substantive significance in interpreting this Agreement.

         10.10 Number. Unless the context otherwise requires, whenever used in
this Agreement, the singular shall include the plural and the plural shall
include the singular.

         10.11 Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Georgia.

         10.12 Counterparts. This Agreement may be executed in four (4)
counterparts and each of such counterparts, when duly executed, shall be deemed
an original document.

                  IN WITNESS WHEREOF, Dennis C. Hayes, the Executive, and Hayes
Microcomputer Products, Inc., the Company, acting by and through its duly
authorized officers, have hereunto executed, delivered and sealed this Agreement
effective as of the commencement date.

                                 EXECUTIVE:

                                      /s/ Dennis C. Hayes                 (SEAL)
                                 ----------------------------------------
                                 DENNIS C. HAYES
                                 5835 Peachtree Corners Circle East
                                 Norcross, Georgia  30092
                                 Private Fax:  (404) 840-6830

                                 COMPANY:

ATTEST:                          HAYES MICROCOMPUTER PRODUCTS, INC.

[CORPORATE SEAL]                 BY:      /s/ Dennis C. Hayes
                                    -------------------------------------
                                      DENNIS C. HAYES, Chairman
                                 
         /s/
--------------------------       ADDRESS:
Secretary
                                      5835 Peachtree Corners Circle East
                                      Norcross, Georgia  30092
                                      Fax:  (404) 441-1238
                                 


                                     - 15 -


<PAGE>   16


            SCHEDULE 3.9 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                             LIFE INSURANCE POLICIES

<TABLE>
<CAPTION>
         Policy Number
          & Company                         Policy Date                Policy Owner              Beneficiary
          ---------                         -----------                ------------              -----------
<C>                                         <C>                        <C>                       <C>    
1.       Amer. United Life                  04/18/84                   Company                   Company
         # 6-002-1742

2.       Amer. United Life                  08/18/86                   Executive                 Estate of Executive
         # 6-026-4910

3.       Amer. United Life                  04/18/84                   Company                   Company
         # 1-516-163

4.       Confederation Life                 06/28/92                   Company                   Estate of Executive
         # 542 0411

5.       Security Life                      07/08/92                   Company                   Estate of Executive
         # 001045302
</TABLE>