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                                                                     EXHIBIT 3.2


                             AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                              ACCESS BEYOND, INC.
                  (ORIGINALLY INCORPORATED ON JULY 23, 1996)


                                   ARTICLE I

      The name of the Corporation is Hayes Communications Inc.


                                  ARTICLE II

      The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware. The
name of its registered agent at that address is The Corporation Trust Company.


                                  ARTICLE III

      The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.


                                  ARTICLE IV

      The total number of shares of all classes of stock which the Corporation
has authority to issue is one hundred million (100,000,000) shares, consisting
of two classes: __________________ (__________) shares of Common Stock, $.01 par
value per share, and __________________ (__________) shares of Preferred Stock,
$.01 par value per share. __________________ ( 1 ) shares of the Preferred Stock
are designated as Series A Preferred Stock.

      The Board of Directors is authorized, subject to any limitations
prescribed by the law of the State of Delaware, to provide for the issuance of
the shares of Preferred Stock in one or more series, and, by filing a
certificate of designation pursuant to the applicable law of the State of
Delaware, to establish from time to time the number of shares to be included in
each such series, to fix the designation, powers, preferences and rights of the
shares of each such wholly unissued series and any qualifications, limitations
or restrictions thereof, and to increase or decrease the number of shares of any
such series (but not below the number of shares of such series then
outstanding). The number of authorized shares of Preferred Stock may also be
increased or decreased (but not below the number of shares thereof then
outstanding) by the


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      1 This number will be equal to the number of shares of Series A Preferred
Stock issued in exchange for the Hayes Series B Preferred Stock.
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affirmative vote of the holders of a majority of the stock of the Corporation
entitled to vote, unless a vote of any other holders is required pursuant to a
certificate or certificates establishing a series of Preferred Stock.

      Except as otherwise expressly provided in Article V or in any Certificate
of Designation designating any series of Preferred Stock pursuant to the
foregoing provisions of this Article IV, any new series of Preferred Stock may
be designated, fixed and determined as provided herein by the Board of Directors
without approval of the holders of the Common Stock or the holders of Preferred
Stock, or any series thereof, and any such new series may have powers,
preferences and rights, including, without limitation, voting rights, dividend
rights, liquidation rights, redemption rights and conversion rights, senior to,
junior to or pari passu with the rights of the Common Stock, the Preferred
Stock, or any future class or series of Preferred Stock or Common Stock.


                                   ARTICLE V

      The rights, preferences, privileges and restrictions granted to and
imposed on the Series A Preferred Stock and the Common Stock are as follows:

      1.    DIVIDEND RIGHTS. The holders of Series A Preferred Stock shall be
      entitled to receive, as and when declared by the Board, but only out of
      funds legally available therefor, cumulative compounding dividends at the
      dividend rate of ten percent (10%) per annum of $______. [THIS BLANK WILL
      EQUAL THE ORIGINAL ISSUE PRICE PER SHARE OF HAYES SERIES B PREFERRED STOCK
      ($20.9036) DIVIDED BY THE CONVERSION RATIO] Dividends shall accrue
      quarterly as if such dividends had commenced to accrue on April 24, 1997,
      provided, however, that in the event of conversion of the Series A
      Preferred Stock (as set forth in Section 3), dividends shall be accrued
      through the day immediately prior to such conversion. Subject to the
      restrictions set forth in this Section 1, dividends accumulated on the
      Series A Preferred Stock shall be declared by the Board and paid on the
      Redemption Date provided that the Redemption Request is provided as set
      forth in Section 7. Such dividends shall be paid in cash upon redemption,
      or in additional shares of Common Stock upon conversion of the Series A
      Preferred Stock as provided in Section 3 below. Dividends accumulated on
      the Series A Preferred Stock shall be declared by the Board and paid in
      cash every three (3) months to the extent permitted by law. No dividends
      may be paid on the Common Stock unless all accrued and unpaid dividends on
      the Series A Preferred Stock are paid.

      2.    VOTING RIGHTS.

            (a) Common Stock. Each holder of shares of Common Stock shall be
      entitled to one (1) vote for each share thereof held.

            (b) Preferred Stock. Each holder of shares of Series A Preferred
      Stock shall be entitled to the number of votes equal to the number of
      whole shares of Common Stock into which such shares of Series A Preferred
      Stock could be converted pursuant to the
                      
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      provisions of Section 3 below at the record date for the determination of
      the shareholders entitled to vote on such matters or, if no such record
      date is established, the date such vote is taken or any written consent of
      shareholders is solicited.

            (c) Vote Required. Subject to the foregoing provisions of this
      Section 2, each holder of Preferred Stock shall have full voting rights
      and powers equal to the voting rights and powers of the holders of Common
      Stock, and shall be entitled to notice of any shareholders' meeting in
      accordance with the bylaws of the Company (as in effect at the time in
      question) and applicable law, and shall be entitled to vote, together with
      the holders of Common Stock, with respect to any question upon which
      holders of Common Stock have the right to vote, except as may be otherwise
      provided by applicable law. Except as otherwise required by law or by the
      provisions of Section 5 of this Article V, the holders of Preferred Stock
      and the holders of Common Stock shall vote together and not as separate
      classes.

      3. CONVERSION RIGHTS. The holders of Series A Preferred Stock shall have
conversion rights as follows (the "Conversion Rights"):

            (a) Right to Convert. Each share of Series A Preferred Stock shall
      be convertible, at the option of the holder thereof, at any time after the
      date of issuance of such share at the office of the Corporation or any
      transfer agent for such stock, into such number of fully paid and
      nonassessable shares of Common Stock as is determined by dividing US
      $______ [THIS BLANK WILL EQUAL $20.9036 DIVIDED BY THE CONVERSION RATIO]
      by the Series A Conversion Price determined as hereinafter provided, in
      effect on the date the certificate is surrendered for conversion. If any
      holder elects to convert his shares of Series A Preferred Stock as
      provided above, all unpaid and accrued dividends on the Series A Preferred
      Stock existing immediately prior to the conversion of the Series A
      Preferred Stock will be converted into such number of fully paid and
      nonassessable shares of Common Stock as determined by dividing all unpaid
      and accrued dividends by the Series A Conversion Price, determined as
      hereinafter provided. The "Series A Conversion Price" shall initially be
      US $__________ [THIS BLANK WILL EQUAL $20.9036 DIVIDED BY THE CONVERSION
      RATIO]. Such initial Series A Conversion Price shall be adjusted as
      hereinafter provided.

            (b) Automatic Conversion. Each share of Series A Preferred Stock
      shall automatically be converted (as set forth below) into such number of
      fully paid and nonassessable shares of Common Stock as determined by
      dividing US $_____ [THIS BLANK WILL EQUAL $20.9036 DIVIDED BY THE
      CONVERSION RATIO] (adjusted for any stock splits, stock dividends, stock
      combinations or similar events) plus the per share amount of all unpaid
      and accrued dividends on the Series A Preferred Stock existing immediately
      prior to the conversion of the Series A Preferred Stock by the Series A
      Conversion Price, determined as hereinafter provided, in effect (i)
      immediately prior to the consummation of a Qualified Public Offering (as
      defined below) under the Securities Act of 1933, as amended (the
      "Securities Act"); or (ii) at such time as the Corporation has registered
      Common Stock pursuant to an underwritten public offering under the
      Securities Act and
                                   
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      (a) the Corporation has listed or would be qualified to list its shares on
      the NASDAQ National Market System; (b) the average market value of the
      Common Stock equals or exceeds the lesser of US $_________ [THIS BLANK
      WILL EQUAL $33.00 DIVIDED BY THE CONVERSION RATIO] per share or two (2)
      times the then-current Series A Conversion Price (in either such case as
      adjusted for stock splits, stock dividends, stock combinations or similar
      events) determined by the median of the high and low sales price each day
      for a consecutive twenty (20) day period; (c) the aggregate market value
      of the shares of Common Stock held in the public market equals or exceeds
      US $25,000,000, determined by the 20 trading day average of the high and
      low sales price described in (b) above; and (d) the holders of the Series
      A Preferred Stock have the unrestricted right at such time to sell in a
      registered offering or pursuant to Rule 144 at least one-half of the
      number of shares of Common Stock into which such Series A Preferred Stock
      would be converted; or (iii) upon the affirmative vote of holders of at
      least a majority of the Series A Preferred Stock (any such event described
      in subsections (i), (ii) and (iii) above being referred to herein as a
      "Series A Conversion Event"). All unpaid and accrued dividends on the
      Series A Preferred Stock existing immediately prior to the Series A
      Conversion Event shall automatically be converted into such number of
      fully paid and nonassessable shares of Common Stock as determined by
      dividing all unpaid and accrued dividends by the Series A Conversion
      Price, determined as hereinafter provided, in effect immediately prior to
      the Series A Conversion Event. As used herein, "Qualified Public Offering"
      means an underwritten sale to the public of Common Stock pursuant to an
      effective registration statement under the Securities Act in connection
      with which (a) the gross proceeds to the Corporation for the Common Stock
      actually sold to the public in such sale, prior to deducting the amount of
      brokers' commissions and expense allowances paid by the Corporation in
      connection with the original sale of such Common Stock, is US $25,000,000
      or more, and (b) the public offering price per share (prior to
      underwriters' commissions and expenses) equals or exceeds the lesser of
      (i) US $______ [THIS BLANK WILL EQUAL $33.00 DIVIDED BY THE CONVERSION
      RATIO] per share or (ii) two (2) times the then-current Series A
      Conversion Price, in either such case as adjusted for stock splits, stock
      dividends, stock combinations or similar events. Immediately prior to the
      Qualified Public Offering, or promptly upon the occurrence of another
      Series A Conversion Event, each share of Series A Preferred Stock shall be
      automatically converted, without cost, on the terms of this Section 3(b),
      into the number of shares of Common Stock into which such share of Series
      A Preferred Stock would be convertible under Section 3 immediately prior
      to such Series A Conversion Event.

            (c)   Mechanics of Conversion.

                  (i)   Before any holder of Series A Preferred Stock shall be
                        entitled to convert the same into shares of Common
                        Stock, such holder shall surrender the certificate or
                        certificates therefor, duly endorsed, at the office of
                        the Corporation or of any transfer agent for such stock,
                        and shall give written notice to the Corporation at such
                        office that such holder elects to convert the same and
                        shall state therein the name or names in which such
                        holder wishes the

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                        certificate or certificates for shares of Common Stock
                        to be issued. The Corporation shall, as soon as
                        practicable thereafter, issue and deliver at such office
                        to such holder of Series A Preferred Stock, a
                        certificate or certificates for the number of shares of
                        Common Stock to which such holder shall be entitled as
                        aforesaid. Such conversion shall be deemed to have been
                        made immediately prior to the close of business on the
                        date of surrender of the shares of Series A Preferred
                        Stock to be converted, and the person or persons
                        entitled to receive the shares of Common Stock issuable
                        upon such conversion shall be treated for all purposes
                        as the record holder or holders of such shares of Common
                        Stock on such date.

                  (ii)  If a conversion is in connection with an underwritten
                        offering of securities pursuant to the Securities Act,
                        the conversion may, at the option of any holder
                        tendering shares of Series A Preferred Stock for
                        conversion, be conditioned upon the closing with the
                        underwriters of the sale of securities pursuant to such
                        offering, in which event the person(s) entitled to
                        receive the Common Stock upon conversion of the Series A
                        Preferred Stock shall not be deemed to have converted
                        such Series A Preferred Stock until immediately prior to
                        the closing of such sale of securities.

            (d)   Adjustments to Conversion Price for Certain Diluting Issues.

                  (i)   Special Definitions.  For purposes of this Section 3(d),
                        the following definitions apply:

                        (A)   "Options" shall mean rights, options or warrants
                              to subscribe for, purchase or otherwise acquire
                              either Common Stock or Convertible Securities
                              (defined below).

                        (B)   "Original Issue Date" shall mean, with respect to
                              the Series A Preferred Stock, the date on which a
                              share of Series A Preferred Stock was first
                              issued.

                        (C)   "Convertible Securities" shall mean any evidences
                              of indebtedness, shares (other than Common Stock
                              and Series A Preferred Stock) or other securities
                              convertible into or exchangeable for Common Stock.

                        (D)   "Additional Shares of Common Stock" shall mean all
                              shares of Common Stock issued (or, pursuant to
                              Section 3(d)(iii), deemed to be issued) by the
                              Corporation after the Original Issue Date, other
                              than shares of Common Stock issued or issuable:


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                              (1)   upon conversion of shares of Series A 
                                    Preferred Stock;

                              (2)   up to _______ [THIS NUMBER WILL EQUAL THE
                                    NUMBER OF SHARES OF ACCESS BEYOND COMMON
                                    STOCK CURRENTLY SUBJECT TO OUTSTANDING
                                    OPTIONS OR RESERVED FOR FUTURE ISSUANCE,
                                    PLUS 1,800,000 MULTIPLIED BY THE CONVERSION
                                    RATIO] shares, subject to adjustment for all
                                    stock splits, stock dividends, subdivisions
                                    and combinations of shares of Common Stock
                                    issued (or, pursuant to Section 3(d)(iii),
                                    deemed to be issued) to officers and
                                    employees of the Corporation pursuant to the
                                    Corporation's stock option, purchase or
                                    similar plans, or other options or warrants
                                    as approved by the Corporation's Board of
                                    Directors;

                              (3)   as a dividend or distribution on Series A 
                                    Preferred Stock; and

                              (4)   upon exercise or conversion of, or otherwise
                                    pursuant to, securities of the Corporation
                                    outstanding as of the Original Issue Date of
                                    the Series A Preferred Stock (including any
                                    securities assumed by the Corporation on
                                    such date or otherwise assumed or issued in
                                    connection with the transactions consummated
                                    by the Corporation on such date).

                        (E)   "Board" shall mean the Board of Directors of the
                              Corporation.

                  (ii)  No Adjustment of Conversion Price. Any provision herein
                        to the contrary notwithstanding, no adjustment in the
                        Series A Conversion Price shall be made in respect of
                        the issuance of Additional Shares of Common Stock unless
                        the consideration per share (determined pursuant to
                        Section 3(d)(v) hereof) for an Additional Share of
                        Common Stock issued or deemed to be issued by the
                        Corporation is less than the Series A Conversion Price
                        in effect on the date of, and immediately prior to, such
                        issue.

                  (iii) Deemed Issue of Additional Shares of Common Stock. In
                        the event the Corporation at any time or from time to
                        time after the Original Issue Date of the Series A
                        Preferred Stock shall issue any Options or Convertible
                        Securities, then the maximum number of 

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                        shares (as set forth in the instrument relating thereto
                        without regard to any provisions contained therein
                        designed to protect against dilution) of Common Stock
                        issuable upon the exercise of such Options or the
                        conversion or exchange of such Convertible Securities,
                        shall be deemed to be Additional Shares of Common Stock
                        issued as of the time of such issue or, provided that in
                        any such case in which Additional Shares of Common Stock
                        are deemed to be issued:

                        (A)   no further adjustments in the Series A Conversion
                              Price shall be made upon the subsequent issue of
                              Convertible Securities or shares of Common Stock
                              upon the exercise of such Options or conversion or
                              exchange of such Convertible Securities;

                        (B)   if such Options or Convertible Securities by their
                              terms provide, with the passage of time or
                              otherwise, for any increase or decrease in the
                              consideration payable to the Corporation, or
                              decrease or increase in the number of shares of
                              Common Stock issuable, upon the exercise,
                              conversion or exchange thereof, the Series A
                              Conversion Price computed upon the original issue
                              thereof, and any subsequent adjustments based
                              thereon, shall, upon any such increase or decrease
                              becoming effective, be recomputed to reflect such
                              increase or decrease insofar as it affects such
                              Options or the rights of conversion or exchange
                              under such Convertible Securities (provided,
                              however, that no such adjustment of the Series A
                              Conversion Price shall affect the Common Stock
                              previously issued upon conversion of the Series A
                              Preferred Stock);

                        (C)   upon the expiration of any such Options or any
                              rights of conversion or exchange under such
                              Convertible Securities which shall not have been
                              exercised, the Series A Conversion Price computed
                              upon the original issue thereof (or upon the
                              occurrence of a record date with respect thereto),
                              and any subsequent adjustments based thereon,
                              shall, upon such expiration, be recomputed as if:

                              (1)   in the case of Convertible Securities or
                                    Options for Common Stock, the only
                                    Additional Shares of Common Stock issued
                                    were the shares of Common Stock, if any,
                                    actually issued upon the exercise of such
                                    Options or the conversion or exchange of
                                    such Convertible Securities and the
                                    consideration


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                                    received therefor was the consideration
                                    actually received by the Corporation for the
                                    issue of all such Options, whether or not
                                    exercised, plus the consideration actually
                                    received by the Corporation upon such
                                    exercise, or for the issue of all such
                                    Convertible Securities which were actually
                                    converted or exchanged, plus the additional
                                    consideration, if any, actually received by
                                    the Corporation upon such conversion or
                                    exchange, and

                              (2)   in the case of Options for Convertible
                                    Securities, only the Convertible Securities,
                                    if any, actually issued upon the exercise
                                    thereof were issued at the time of issue of
                                    such Options, and the consideration received
                                    by the Corporation for the Additional Shares
                                    of Common Stock deemed to have been then
                                    issued was the consideration actually
                                    received by the Corporation for the issue of
                                    all such Options, whether or not exercised,
                                    plus the consideration deemed to have been
                                    received by the Corporation (determined
                                    pursuant to Section 3(d)(v)) upon the issue
                                    of the Convertible Securities with respect
                                    to which such Options were actually
                                    exercised;

                        (D)   no readjustment pursuant to clause (B) or (C)
                              above shall have the effect of increasing the
                              Series A Conversion Price to an amount which
                              exceeds the lower of (1) the Series A Conversion
                              Price on the original adjustment date, or (2) the
                              Series A Conversion Price that would have resulted
                              from any issuance of Additional Shares of Common
                              Stock between the original adjustment date and
                              such readjustment date; and

                        (E)   in the case of any Options which expire by their
                              terms not more than thirty (30) days after the
                              date of issue thereof, no adjustment of the Series
                              A Conversion Price shall be made until the
                              expiration or exercise of all such Options,
                              whereupon such adjustment shall be made in the
                              same manner provided in clause (C) above.

                  (iv)  Adjustment of Series A Conversion Price Upon Issuance of
                        Additional Shares of Common Stock. In the event this
                        corporation, at any time after the Original Issue Date
                        shall issue Additional Shares of Common Stock (including
                        Additional Shares of Common Stock deemed to be issued
                        pursuant to Section


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                        3(d)(iii)), without consideration or for a consideration
                        per share less than US $______ [THIS BLANK WILL EQUAL
                        $20.9036 DIVIDED BY THE CONVERSION RATIO] per share but
                        equal to or greater than US $______ [THIS BLANK WILL
                        EQUAL $7.14 DIVIDED BY THE CONVERSION RATIO] per share
                        (in each case as adjusted for any stock splits, stock
                        dividends, stock combinations or similar events) then
                        and in such event, the Series A Conversion Price shall
                        be reduced concurrently with such issue, to a price
                        equal to the lowest per share consideration received by
                        the Corporation for any of the Additional Shares of
                        Common Stock. If such price per share of Additional
                        Shares is less than US $________ [THIS BLANK WILL EQUAL
                        $7.14 DIVIDED BY THE CONVERSION RATIO] (adjusted for any
                        stock splits, stock dividends, stock combinations or
                        similar events) then and in such event, the Series A
                        Conversion Price shall first be reduced to US $_______
                        [THIS BLANK WILL EQUAL $7.14 DIVIDED BY THE CONVERSION
                        RATIO] and then the Series A Conversion Price shall be
                        further reduced, concurrently with such issue, to a
                        price (calculated to the nearest cent) determined by
                        multiplying such Series A Conversion Price by a
                        fraction, (i) the numerator of which shall be the number
                        of shares of Common Stock issuable upon conversion of
                        the shares of the Series A Preferred Stock actually
                        issued and outstanding (or deemed issued pursuant to
                        Section 3(d)(iii)) immediately prior to such issue plus
                        the quotient obtained by dividing (x) the aggregate
                        consideration received by the Corporation for the total
                        number of Additional Shares of Common Stock so issued
                        (or deemed issued pursuant to Section 3(d)(iii)) by (y)
                        the Series A Conversion Price in effect immediately
                        prior to such issuance, and (ii) the denominator of
                        which shall be the number of shares of Common Stock
                        issuable upon conversion of the shares of the Series A
                        Preferred Stock actually issued and outstanding (or
                        deemed issued pursuant to Section 3(d)(iii)) immediately
                        prior to such issue plus the number of such Additional
                        Shares of Common Stock so issued (or deemed issued
                        pursuant to Section 3(d)(iii)).

                  (v)   Determination of Consideration. For purposes of this
                        Section 3(d), the consideration received by the
                        Corporation for the issue of any Additional Shares of
                        Common Stock shall be computed as follows:

                        (A)   Cash and Property.  Such consideration shall:

                              (1)   insofar as it consists of cash, be computed
                                    at the aggregate amount of cash received by
                                    the Corporation (without deducting any
                                    discounts or commissions paid by the
                                    Corporation);



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                              (2)   insofar as it consists of property other
                                    than cash, be computed at the fair value
                                    thereof at the time of such issue, as
                                    determined in good faith by the Board; and

                              (3)   in the event Additional Shares of Common
                                    Stock are issued together with other shares
                                    or securities or other assets of the
                                    Corporation for consideration which covers
                                    both, be the proportion of such
                                    consideration so received, computed as
                                    provided in clauses (1) and (2) above, as
                                    determined in good faith by the Board.

                        (B)   Options and Convertible Securities. The
                              consideration per share received by the
                              Corporation for Additional Shares of Common Stock
                              deemed to have been issued pursuant to Section
                              3(d)(iii), relating to Options and Convertible
                              Securities shall be determined by dividing:

                              (1)   the maximum amount, if any, received or
                                    receivable by the Corporation as
                                    consideration for the issue of such Options
                                    or Convertible Securities, plus the minimum
                                    aggregate amount of additional consideration
                                    (as set forth in the instruments relating
                                    thereto, without regard to any provision
                                    contained therein designed to protect
                                    against dilution) payable to the Corporation
                                    upon the exercise of such Options or the
                                    conversion or exchange of such Convertible
                                    Securities, or in the case of Options for
                                    Convertible Securities, the exercise of such
                                    Options for Convertible Securities and the
                                    conversion or exchange of such Convertible
                                    Securities, by

                              (2)   the maximum number of shares of Common Stock
                                    (as set forth in the instruments relating
                                    thereto, without regard to any provision
                                    contained therein designed to protect
                                    against dilution) issuable upon the exercise
                                    of such Options or conversion or exchange of
                                    such Convertible Securities.

            (e) Adjustments for Stock Dividends, Subdivisions, or Split-ups of
Common Stock. If the number of shares of Common Stock outstanding at any time
after the filing of this Restated Certificate of Incorporation is increased by a
stock dividend payable in shares of Common Stock or by a subdivision or split-up
of shares of Common Stock, then, effective at


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the close of business upon the record date fixed for the determination of
holders of Common Stock entitled to receive such stock dividend, subdivision or
split-up, the Series A Conversion Price shall be appropriately decreased so that
the number of shares of Common Stock issuable on conversion of each share of
Series A Preferred Stock shall be increased in proportion to such increase of
outstanding shares of Common Stock.

            (f) Adjustments for Combinations of Common Stock. If the number of
shares of Common Stock outstanding at any time after the filing of this Restated
Certificate of Incorporation is decreased by a combination of the outstanding
shares of Common Stock, then, effective at the close of business upon the record
date of such combination, the Series A Conversion Price shall be appropriately
increased so that the number of shares of Common Stock issuable on conversion of
each share of Series A Preferred Stock shall be decreased in proportion to such
decrease in outstanding shares of Common Stock.

            (g) Adjustments for Other Distributions. In the event the
Corporation at any time or from time to time makes, or fixes a record date for
the determination of holders of Common Stock entitled to receive any
distribution payable in securities of the Corporation other than shares of
Common Stock, then and in each such event provision shall be made so that the
holders of Series A Preferred Stock shall receive upon conversion thereof, in
addition to the number of shares of Common Stock receivable thereupon, the
amount of securities of the Corporation which they would have received had their
Series A Preferred Stock been converted into Common Stock on the date of such
event and had they thereafter, during the period from the date of such event to
and including the date of conversion, retained such securities receivable by
them as aforesaid during such period, subject to all other adjustments called
for during such period under this Section 3(g) with respect to the rights of the
holders of the Series A Preferred Stock.

            (h) Adjustments for Reorganizations, Reclassifications, etc. If the
Common Stock issuable upon conversion of the Series A Preferred Stock shall be
changed into the same or a different number of shares of any other class or
classes of stock or other securities or property, whether by reclassification, a
merger or consolidation of this corporation with or into any other corporation
or corporations, or a sale of all or substantially all of the assets of this
corporation (but only if the stockholders of this corporation hold more than
fifty percent (50%) of the outstanding voting equity securities of the surviving
corporation in such merger, consolidation or sale of assets reorganization), or
otherwise (other than a subdivision or combination of shares provided for above
or a merger or other transaction referred to in Section 4(c) below) the Series A
Conversion Price then in effect shall, concurrently with the effectiveness of
such reorganization or reclassification, be proportionately adjusted such that
the Series A Preferred Stock shall be convertible into, in lieu of the number of
shares of Common Stock which the holders would otherwise have been entitled to
receive, a number of shares of such other class or classes of stock or
securities or other property equivalent to the number of shares of Common Stock
that would have been subject to receipt by the holders upon conversion of the
Series A Preferred Stock immediately before such event; and, in any such case,
appropriate adjustment (as determined by the Board) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the holders of the


            
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Series A Preferred Stock, to the end that the provisions set forth herein
(including provisions with respect to changes in and other adjustments of the
Series A Conversion Price) shall thereafter be applicable, as nearly as may be
reasonable, in relation to any shares of stock or other property thereafter
deliverable upon the conversion of the Series A Preferred Stock. In the event of
any conflict between this Section 3(h) and Section 4(b), Section 4(b) shall be
controlling.

            (i) No Impairment. The corporation will not, except by a properly
approved amendment of its Certificate of Incorporation, through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Corporation, but will at all times in good faith assist in the
carrying out of all the provisions of this Section 3 and in the taking of all
such action as may be necessary or appropriate in order to protect the
Conversion Rights of the holders of the Series A Preferred Stock against
impairment.

            (j) Certificates as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Series A Conversion Price pursuant to this
Section 3, the Corporation at its expense shall promptly compute such adjustment
or readjustment in accordance with the terms hereof and prepare and furnish to
each holder of Series A Preferred Stock, a certificate executed by the
Corporation's President/Chief Executive Officer or Treasurer/Chief Financial
Officer setting forth such adjustment or readjustment and showing in detail the
facts upon which such adjustment or readjustment is based. The corporation
shall, upon the written request at any time of any holder of Series A Preferred
Stock, furnish or cause to be furnished to such holder a like certificate
setting forth (A) such adjustments and readjustments, (B) the Conversion Price
at the time in effect, and (C) the number of shares of Common Stock and the
amount, if any, of other property which at the time would be received upon the
conversion of the Series A Preferred Stock.

            (k) Notices of Record Date. In the event that the Corporation shall
propose at any time: (a) to declare any special dividend or distribution upon
its Common Stock, whether in cash, property, stock or other securities, whether
or not out of earnings or earned surplus; (b) to offer to subscription pro rata
to the holders of any class or series of its stock any additional shares of
stock of any class or series or other rights; (c) to effect any reclassification
or recapitalization of its Common Stock outstanding involving a change in the
Common Stock; or (d) to merge or consolidate with or into any other corporation
(other than a mere reincorporation transaction), or sell, lease or convey all or
substantially all of its assets, or to liquidate, dissolve or wind up; then, in
connection with each such event, the Corporation shall send to the holders of
Series A Preferred Stock:

                  (A)   at least twenty (20) days' prior written notice of the
                        date on which a record shall be taken for such dividend,
                        distribution or subscription rights (and specifying the
                        date on which the holders of Common Stock shall be
                        entitled thereto) or for determining



                                      12
<PAGE>   13
                        rights to vote, if any, in respect of the matters
                        referred to in (c) and (d) above; and

                  (B)   in the case of the matters referred to in (c) and (d)
                        above, at least twenty (20) days' prior written notice
                        of the date when the same shall take place (and
                        specifying the date on which the holders of Common Stock
                        shall be entitled to exchange their Common Stock for
                        securities or other property deliverable upon the
                        occurrence of such event).

            (l) Issue Taxes. The corporation shall pay any and all issue and
other taxes that may be payable in respect of any issue or delivery of shares of
Common Stock on conversion of Series A Preferred Stock pursuant hereto;
provided, however, that the Corporation shall not be obligated to pay any
transfer taxes resulting from any transfer requested by any holder in connection
with any such conversion.

            (m) Reservation of Stock Issuable Upon Conversion. The corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the shares of the Series A Preferred Stock, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of the Series A Preferred Stock; and if at any time the
number of authorized but unissued shares of Common Stock shall not be sufficient
to effect the conversion of all then outstanding shares of the Series A
Preferred Stock, the Corporation will take such corporate action as may, in the
opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purpose, including, without limitation, engaging in its best efforts to obtain
the requisite stockholder approval of any necessary amendment to the Certificate
of Incorporation.

            (n) Fractional Shares. No fractional share shall be issued upon the
conversion of any share or shares of Series A Preferred Stock. All shares of
Common Stock (including fractions thereof) issuable upon conversion of more than
one share of Series A Preferred Stock by a holder thereof shall be aggregated
for purposes of determining whether the conversion would result in the issuance
of any fractional share. If, after the aforementioned aggregation, the
conversion would result in the issuance of a fraction of a share of Common
Stock, the Corporation shall, in lieu of issuing any fractional share, pay the
holder otherwise entitled to such fraction a sum in cash equal to the fair
market value of such fraction on the date of conversion (as determined in good
faith by the Board).

            (o) Notices. Any notice required by the provisions of this Section 3
to be given to the holders of shares of Series A Preferred Stock shall be given
in writing and it or any certificates or other documents delivered hereunder
shall be deemed effectively given or delivered (as the case may be) upon
personal delivery; when deposited with a recognized international courier, five
(5) days after deposit (or if earlier, upon delivery against a signed receipt
therefor); when transmitted by telecopy, which transmission is confirmed, at the
address appearing on the books of the Corporation.




                                      13
<PAGE>   14
      4.    LIQUIDATION RIGHTS.

            (a) In the event of any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the holder of each share of
the Series A Preferred Stock then outstanding shall be entitled to receive out
of the remaining assets of the Corporation available for distribution to
stockholders, and before any payment or declaration and setting apart for
payment of any amount shall be made in respect of Common Stock, an amount equal
to $________. [THIS BLANK WILL EQUAL THE ORIGINAL ISSUE PRICE PER SHARE OF HAYES
SERIES B PREFERRED STOCK ($20.9036) DIVIDED BY THE CONVERSION RATIO] (which
amount shall be adjusted proportionately in the event the shares of Series A
Preferred Stock are subdivided into a greater number or combined into a lesser
number) plus an amount equal to any accrued but unpaid dividends through the
date of such liquidation, dissolution or winding up of the Corporation (the
"Series A Preferred Stock Liquidation Preference"). If, upon any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the assets to be distributed to the holders of Series A Preferred Stock shall be
insufficient to permit the payment of the full Series A Preferred Stock
Liquidation Preference pursuant to this Section 4(a), then all of the remaining
assets of the Corporation to be distributed shall be distributed ratably to the
holders of Series A Preferred Stock.

            (b) A merger, consolidation or reorganization of the Corporation
with or into any other corporation or corporations that results in the transfer
of fifty percent (50%) or more of the outstanding voting stock of the
Corporation (other than a transaction effected primarily for the purpose of
changing the domicile of the Corporation), a sale of all or substantially all of
the assets of the Corporation, or a transaction or series of related
transactions (other than a public offering of the Corporation's securities,
following which a majority of the Board is comprised of those persons who were
members of the Board prior to such offering) in which the Corporation issues
shares representing more than fifty percent (50%) of the voting power of the
Corporation immediately after giving effect to such transaction, shall be
treated as a liquidation, dissolution or winding up for purposes of this Section
4. Any securities to be delivered to the holders of the Series A Preferred Stock
and Common Stock pursuant to such event shall be valued as follows:

                  (i)   Securities not subject to investment letter or other 
                        similar restrictions on free marketability:

                        (A)   If traded on a securities exchange or reported on
                              a national inter dealer quotation system, the
                              value shall be deemed to be the average of the
                              closing prices of the securities on such exchange
                              over the 30-day period ending three (3) days prior
                              to the closing;

                        (B)   If actively traded over the counter and not
                              reported on a national inter dealer quotation
                              system, the value shall be deemed to be the
                              average of the closing bid prices over the

                               

                                       14
<PAGE>   15
                              30-day period ending three (3) days prior to the
                              closing; and

                        (C)   If there is no active public market, the value
                              shall be the fair market value thereof, as
                              determined in good faith by the Board.

                  (ii)  The method of valuation of securities subject to
                        investment letter or other restrictions on free
                        marketability shall be to make an appropriate discount
                        from the market value determined as above in (i)(A), (B)
                        or (C) to reflect the approximate fair market value
                        thereof, as determined in good faith by the Board.

            (c) In the event of a transaction (or series of related
transactions) to be treated as a liquidation pursuant to this Section 4, the
Corporation shall give each holder of record of Series A Preferred Stock written
notice of such impending transaction not later than twenty (20) days prior to
the stockholders' meeting called to approve such transaction, or twenty (20)
days prior to the closing of such transaction, whichever is earlier, and shall
also notify such holders in writing of the final approval of such transaction.
The first of such notices shall describe the material terms and conditions of
the impending transaction and the provisions of this Section 4, and the
Corporation shall thereafter give such holders prompt notice of any material
changes. The transaction shall in no event take place sooner than twenty (20)
days after the Corporation has given the first notice provided for herein or
sooner than ten (10) days after the Corporation has given notice of any material
changes provided for herein; provided, however, that such periods may be
shortened upon the written consent of the holders of a majority of the shares of
Series A Preferred Stock.

      5. RESTRICTIONS AND LIMITATIONS. So long as any of the Series A Preferred
Stock remain outstanding, this corporation shall not, without first obtaining
the approval (by vote or written consent, as provided by law) of the holders of
at least a majority of the total number of shares of Series A Preferred Stock
outstanding:


            (i)   alter or change the rights, preferences or privileges of the
                  Series A Preferred Stock;

            (ii)  increase the aggregate number of authorized shares of Series A
                  Preferred Stock (other than an increase pursuant to a stock
                  split) or decrease the aggregate number of authorized shares
                  of Series A Preferred Stock below the number of shares of
                  Series A Preferred Stock then outstanding;

            (iii) authorize or issue, or obligate itself to issue, any other
                  equity security senior to or on a parity with the Series A
                  Preferred Stock as to dividends or assets in liquidation or
                  create or reclassify any obligation or security convertible
                  into or exchangeable for, or having any option rights to
                  purchase, any such equity security other than shares of
                  capital stock
                  

                                       15
<PAGE>   16
                  issuable upon conversion or exercise of securities outstanding
                  as of the Original Issue Date of the Series A Preferred Stock;

            (iv)  take any action which results in the redemption of, or payment
                  of dividends or the distribution of cash or any property with
                  respect to, any shares of Common Stock (other than pursuant to
                  (x) Section 4(a); (y) payments made to a stockholder who is
                  not a stockholder of the Corporation as of the Original Issue
                  Date of the Series A Preferred Stock in connection with an
                  acquisition or merger transaction by the Corporation which is
                  not deemed to be a liquidation pursuant to Section 4(b) above;
                  or (z) redemptions of employee or director owned stock or
                  options);

            (v)   incur or guarantee any indebtedness other than (a) in the
                  ordinary course of business; (b) under the Loan and Security
                  Agreement dated December 21, 1995, by and between Hayes
                  Microcomputer Products, Inc., an affiliate of the Corporation
                  and The CIT Group/Credit Finance, Inc., as amended thereafter,
                  or any replacement credit facility with a commercial lender
                  under which the Corporation or its subsidiaries maintains its
                  primary borrowing relationship; (c) indebtedness existing as
                  of the Original Issue Date of the Series A Preferred Stock;
                  (d) in an amount not to exceed $2,000,000 in the aggregate; or
                  (e) in connection with an acquisition or merger transaction by
                  the Corporation which is not deemed to be a liquidation under
                  Section 4(b) above; or

            (vi)  approve or create any mortgage, pledge or security interest in
                  all or substantially all of the assets or property of the
                  Corporation, except for such security interests or liens
                  arising under the Corporation's borrowings permitted under
                  Subsection 5(v) above.

      6. NO REISSUANCE OF SERIES A PREFERRED STOCK. No share or shares of Series
A Preferred Stock acquired by the Corporation by reason of purchase, conversion
or otherwise shall be reissued, and all such shares shall be canceled, retired
and eliminated from the shares which the Corporation shall be authorized to
issue. The corporation may, from time to time, take such appropriate corporate
action as may be necessary to reduce the authorized number of shares of the
Series A Preferred Stock, but not below the number of shares of such Series then
outstanding.

      7.    REDEMPTION.

            (a) Redemption Date. "Redemption Date" means April 23, 2000, or such
other date determined in accordance with Section 7(b) or 7(c) below.

            (b) Stockholder Redemption Request. Subject to the limitations set
forth herein and in Section 7(f) below, on ninety (90) days prior written notice
from the holders of more than fifty percent (50%) of the Series A Preferred
Stock ("Redemption Request") delivered

            

                                       16
<PAGE>   17
to the Corporation not earlier than November 1, 1999, the Corporation shall
redeem all of the shares of Series A Preferred Stock held by each holder as of
the date of such notice by paying in cash therefor, US $_________ [THIS BLANK
WILL EQUAL $20.9036 DIVIDED BY THE CONVERSION RATIO] per share of Series A
Preferred Stock (such amount to be adjusted proportionately in the event the
shares of Series A Preferred Stock are subdivided into a greater number or
combined into a lesser number and in the event the Corporation at any time pays
a dividend, or makes any other distribution, to holders of Series A Preferred
Stock payable in shares of Series A Preferred Stock) plus all accrued but unpaid
dividends on such shares (the "Redemption Price") on such Redemption Date.

            (c) Corporation Redemption Request. The corporation may, at its sole
option and discretion, at any time at which it has funds legally available to do
so, redeem all (or, if the holders of a majority of the outstanding Series A
Preferred Stock consent thereto, any part) of the Series A Preferred Stock upon
thirty (30) days prior written notice to the holders of the Series A Preferred
Stock, by paying the Redemption Price on the Redemption Date. Any partial
redemption hereunder shall be made pro rata among all holders of the Series A
Preferred Stock. Notwithstanding the foregoing, any holder of Series A Preferred
Stock may elect to convert to Common Stock all or any part of the Series A
Preferred Stock shares which the Corporation has elected to redeem by providing
written notice of its conversion election to the Corporation within twenty (20)
days after the date of the Corporation's redemption notice. In such event, those
shares of Series A Preferred Stock shall convert to Common Stock at the Series A
Conversion Price as provided in, and subject to the terms and conditions of
Section 3.

            (d) Surrender of Certificates. On or before the Redemption Date,
each holder of shares of Series A Preferred Stock being redeemed shall surrender
the certificate or certificates representing such shares to the Corporation, at
the Corporation's principal place of business. Upon such surrender (but not
earlier than the Redemption Date) the Redemption Price for such shares shall be
payable to the order of the person whose name appears on such certificate or
certificates as the owner thereof, and each surrendered certificate shall be
canceled and retired. If a certificate is surrendered and all the shares
evidenced thereby are not being redeemed, the Corporation shall cause
certificates evidencing the shares not being redeemed to be issued in the name
of the registered owner of such shares and to be delivered to such person.

            (e) Termination of Stock Rights. If the Corporation elects to redeem
the Series A Preferred Stock as provided above, or if a holder of Series A
Preferred Stock gives a Redemption Request and holds shares of Series A
Preferred Stock on the Redemption Date, and if on the Redemption Date the
Redemption Price is either paid or made available for payment through the
deposit arrangement specified in Section 7(f) below, then notwithstanding that
the certificates evidencing any of the shares of Series A Preferred Stock to be
redeemed shall not have been surrendered, all rights with respect to such shares
shall terminate as of the Redemption Date, except only the right of the holder
to receive the Redemption Price upon surrender of the certificate evidencing
such shares.

            (f) Deposit of Redemption Price. On or prior to a Redemption Date,
the Corporation shall deposit with any bank or trust company in the United
States having a capital


                                      17
<PAGE>   18
and surplus of at least US $50,000,000, as a trust fund, a sum equal to the
aggregate Redemption Price of all shares of Series A Preferred Stock to be
redeemed on the Redemption Date, with irrevocable instructions and authority to
the bank or trust company to pay, on or after the Redemption Date or prior
thereto, the Redemption Price to the respective holders upon the surrender of
their share certificates. From and after the date of such deposit ("Redemption
Deposit"), the shares so called for redemption shall be redeemed. The deposit
shall constitute full payment of the shares to their holders, and from and after
the Redemption Date the shares shall be deemed to be no longer outstanding, and
the holders thereof shall cease to be stockholders with respect thereto and
shall have no rights with respect thereto except the rights to receive from the
bank or trust company payment of the Redemption Price of the shares, without
interest, upon surrender of their certificates therefor. Any funds so deposited
and unclaimed at the end of one year from the Redemption Date shall be released
or repaid to the holders of the shares called for redemption shall be entitled
to receive payment of the Redemption Price with respect to such shares only from
the Corporation.

            (g) Insufficient Funds. If the funds of the Corporation legally
available therefor shall be insufficient to discharge the redemption
requirements under Section 7(b) in full due on any Redemption Date, funds to the
maximum extent legally available for such purpose shall be set aside on or
before the Redemption Date in accordance with Section 7(b). The maximum number
of full shares of Series A Preferred Stock that can be redeemed with such funds
shall be redeemed ratably from the holders of shares of Series A Preferred Stock
to be redeemed as of the Redemption Date. Thereafter, the Corporation shall
redeem shares of Series A Preferred Stock ratably from the holders thereof as
funds legally available therefor become available. Dividends shall continue to
accrue on shares of Series A Preferred Stock scheduled to be redeemed on a
Redemption Date but not yet redeemed until funds sufficient to redeem such
shares become legally available therefor and are paid or set aside in accordance
with this Section 7.

                                  ARTICLE VI

      The Board of Directors of the Corporation shall have the power to adopt,
amend or repeal Bylaws of the Corporation.

                                  ARTICLE VII

            The number of directors shall be fixed from time to time exclusively
by the Board of Directors pursuant to a resolution adopted by the affirmative
vote of a majority of the entire Board of Directors. The directors shall be
divided into three classes, designated as Class I, Class II and Class III. Each
class shall consist, as nearly as possible, of one-third of the total number of
directors, initially, with the directors of Class I elected for a term of one
year, the directors of Class II elected for a term of two years and the
directors of Class III elected for a term of three years. At each succeeding
annual meeting of stockholders following such classification and election,
directors elected to succeed those directors whose terms expire shall be elected
for a three-year term.



                                      18
<PAGE>   19
            Subject to the rights of the holders of any class or series of the
capital stock of the Corporation entitled to vote generally in the election of
directors (hereinafter in this Article VII and in the first proviso of Article
VIII of this Certificate of Incorporation, such stock is referred to as the
"Voting Stock") then outstanding, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies in the Board of
Directors resulting from death, resignation, retirement, disqualification,
removal from office, or other cause may be filled only by a majority vote of the
directors then in office, though less than a quorum, and directors so chosen
shall hold office for a term expiring at the annual meeting of stockholders at
which the term of office of the class to which they have been elected expires.
No decrease in the number of authorized directors constituting the entire Board
of Directors shall shorten the term of any incumbent director. If the number of
directors is changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly equal
as possible, and any additional director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that shall
coincide with the remaining term of that class, but in no case will a decrease
in the number of directors shorten the term of any incumbent director. A
director shall hold office until the annual meeting for the year in which his
term expires and until his successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office.

            Subject to the rights of the holders of any class or series of the
Voting Stock then outstanding, any director, or the entire Board of Directors,
may be removed from office at any time, but only for cause and only by the
affirmative vote of the holders of at least 80% of the voting power of all of
the then-outstanding shares of the Voting Stock, voting together as a single
class (it being understood that, for all purposes of this Article VII, and the
provisions of the By-Laws of the Corporation which require the affirmative vote
of the holders of at least 80% of the voting power of all of the
then-outstanding shares of the Voting Stock, voting together as a single class,
to alter, amend or repeal any provision of the By-Laws which is to the same
effect as the provisions of this Certificate of Incorporation enumerated in the
first proviso of Article VIII hereof, each share of the Voting Stock shall have
the number of votes granted to it pursuant to Article V of this Certificate of
Incorporation or any designation of the rights, powers and preferences of any
class or series of Preferred Stock made pursuant to said Article IV (a
"Preferred Stock Designation")).

            Notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the Voting Stock required by law, this Certificate
of Incorporation or any Preferred Stock Designation, the affirmative vote of the
holders of at least 80% of the voting power of all of the then-outstanding
shares of the Voting Stock, voting together as a single class, shall be required
to alter, amend or repeal this Article VII.

            Notwithstanding the foregoing, whenever the holders of any one or
more classes or series of Preferred Stock issued by the Corporation shall have
the right, voting separately by class or series, to elect directors at an annual
or special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by 



                                      19
<PAGE>   20
the terms of this Certificate of Incorporation applicable thereto (including the
resolutions of the Board of Directors pursuant to Article IV), and such
Directors so elected shall not be divided into classes pursuant to this Article
VII unless expressly provided by such terms.

                                 ARTICLE VIII

            In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:

                  To make, alter or repeal the bylaws of the Corporation;
            provided, however, that notwithstanding any other provisions of the
            Certificate of Incorporation or any provision of law which might
            otherwise permit a lesser vote or no vote, but in addition to any
            affirmative vote of the holders of any particular class or series of
            the Voting Stock required by law, this Certificate of Incorporation
            or any Preferred Stock Designation, the affirmative vote of the
            holders of at least 80% of the voting power of all of the
            then-outstanding shares of the Voting Stock, voting together as a
            single class, shall be required to alter, amend or repeal (i) any
            provision of the By-laws which is to the same effect as Article VII
            of this Certificate of Incorporation, or (ii) this proviso of this
            Article VIII.

                  To authorize and cause to be executed mortgages and liens upon
            the real property of the Corporation.

                  To set apart out of any of the funds of the Corporation
            available for dividends a reserve or reserves for any proper purpose
            and to abolish any such reserve in the manner in which it was
            created.

                  By a majority of the whole board, to designate one or more
            committees, each committee to consist of one or more of the
            directors of the Corporation.

                  When and as authorized by the stockholders in accordance with
            this Certificate of Incorporation and applicable statutes, to sell,
            lease or exchange all or substantially all of the property and
            assets of the Corporation, including its goodwill and its corporate
            franchises, upon such terms and conditions and for such
            consideration (which may consist, in whole or in part, of money or
            property, including shares of stock in, and/or other securities of,
            any other corporation or corporations) as the Corporation's Board of
            Directors shall deem appropriate and in the best interests of the
            Corporation.


                                       20
<PAGE>   21
                                  ARTICLE IX

      To the fullest extent permitted by law, no director of the Corporation
shall be personally liable for monetary damages for breach of fiduciary duty as
a director. Without limiting the effect of the preceding sentence, if the
Delaware General Corporation Law is hereafter amended to authorize the further
elimination or limitation of the liability of a director, then the liability of
a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.

      Neither any amendment nor repeal of this Article IX, nor the adoption of
any provision of this Restated Certificate of Incorporation inconsistent with
this Article IX, shall eliminate, reduce or otherwise adversely affect any
limitation on the personal liability of a director of the Corporation existing
at the time of such amendment, repeal or adoption of such an inconsistent
provision.

      This Amended and Restated Certificate of Incorporation was duly adopted in
accordance with the provisions of Section 245 of the General Corporation Law of
the State of Delaware.

      IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation
has been duly executed by the Corporation as of the ____ day of _________, 1997.

                               ACCESS BEYOND, INC.




                                      BY:______________________________________
                                         Name:_________________________________
                                         Title:________________________________



                                       21