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                                                                  EXHIBIT 10.37

                       HAYES MICROCOMPUTER PRODUCTS, INC.

                          BOARD INCENTIVE WARRANT PLAN

                   1.  PURPOSE. The purpose of this HAYES MICROCOMPUTER
PRODUCTS, INC. BOARD INCENTIVE WARRANT PLAN (the "Plan") is to advance the
interests of HAYES MICROCOMPUTER PRODUCTS, Inc., a Georgia corporation (the
"Company"), by strengthening the ability of the Company to attract qualified
directors by providing them with an opportunity to receive warrants to purchase
common stock of the Company and thereby permitting them to share in the
Company's success (the "Board Warrants"). Capitalized terms used but not defined
herein shall have the meanings assigned to them in that certain Agreement and
Plan of Merger with Financial Sub, Inc. and certain Investors presented to the
Board herewith (the "Agreement").

                   2.  EFFECTIVE DATE. This Plan was adopted by the Board of
Directors of the Company (the "Board") on April 11, 1996 and is effective upon
the Effective Time of the Merger.

                   3.  STOCK COVERED BY THE PLAN. The shares of common stock
that may be made subject to Board Warrants (as defined in the Investors
Shareholders' Agreement) under this Plan ("Shares") shall equal an aggregate of
six percent (6%) of the common stock, $.01 par value, of the Company ("Common
Stock") issued and outstanding as of the Effective Time of the Merger on a fully
diluted basis (but without giving effect to the Board Warrants or the options
provided for pursuant to Section 10.4 of the Investors Shareholders' Agreement)
(the "Maximum Amount"). The Shares purchased pursuant to Board Warrants under
this Plan shall be authorized but unissued Shares.

                   4.  ADMINISTRATION. This Plan shall be administered by the
Board, whose construction and interpretation of the Plan's terms and provisions
shall be final and conclusive. The Board shall have authority, subject to the
express provisions of the Plan, to construe the Plan, any Board Warrant
agreement and any related agreements, to prescribe, amend and rescind rules and
regulations relating to the Plan, to determine the terms and provisions of a
Board Warrant agreement and related agreements, and to make all other
determinations in the judgment of the Board necessary or desirable for the
administration of the Plan. The Board may correct any defect or supply any
omission or reconcile any inconsistency in the Plan, in any Board Warrant
agreement, or in any related agreement in the manner and to the extent it shall
deem expedient to carry the Plan into effect, and it shall be the sole and final
judge of such expediency. No director shall be liable for any action or
determination made in good faith.

                   5.  ELIGIBLE RECIPIENTS. Board Warrants shall be issued by
the Secretary of the Company acting on behalf of the Company to members of the
Board of Directors of the Company on the date of the first meeting of the Board
following the Merger without the need

                                        


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for any further action on the part of the Board and shall be granted equally to
the Board members (considered as a unit) appointed by (a) the Principal
Shareholder and (b) Rinzai in any proportion with respect to the directors
appointed by such shareholders that the Secretary is instructed to issue the
Board Warrants by such shareholders, respectively; provided, however, that in
each case the Board Warrants issued to each such unit shall be exercisable in
respect of an aggregate of 200,000 shares of Common Stock. Additional Board
Warrants may be issued from time to time to members of the Board as determined
by the Board; provided, however, that the total amount of Board Warrants issued
shall not exceed the Maximum Amount.

                   6.  DURATION OF THE PLAN. This Plan shall terminate ten (10)
years from the effective date hereof, unless terminated earlier pursuant to
Section 3 hereafter, and no Board Warrants may be granted or made thereafter.

                   7.  TERMS AND CONDITIONS OF BOARD WARRANTS. Board Warrants
granted under this Plan shall be evidenced by a Board Warrant, a form of which
is attached hereto as Exhibit "A", the terms and conditions of which are hereby
incorporated herein by this reference.

                   8.  TERMINATION OR AMENDMENT OF PLAN. The Board may at any
time terminate the Plan or make such changes in or additions to the Plan as it
deems advisable without further action on the part of the shareholders of the
Company, provided that no such termination or amendment shall adversely affect
or impair any then outstanding Board Warrant without the consent of the holder
thereof.


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