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                                                                  EXHIBIT 10.70


                 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT


     THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is
made and entered into as of the 1st day of January, 1997, by and between HAYES
MICROCOMPUTER PRODUCTS, INC., a Georgia corporation (hereinafter referred to as
"Borrower") with its chief executive office and principal place of business at
5835 Peachtree Corners East, Norcross, Georgia 30092, and THE CIT GROUP/CREDIT
FINANCE, INC., a Delaware corporation (hereinafter referred to as "Lender") with
an office at 135 West 50th Street, New York, New York 10020.

                                    RECITALS:

     Lender and Borrower are parties to a certain Loan and Security Agreement
and a certain Condition Precedent Rider thereto, both dated December 21, 1995,
as amended by that certain First Amendment to Loan and Security Agreement April
16, 1996, and that certain Second Amendment to Loan and Security Agreement dated
October 15, 1996 (collectively, as at any time amended, the "Loan Agreement"),
pursuant to which Lender has made certain revolving credit and term loans to
Borrower.

     The parties desire to amend the Loan Agreement as hereinafter set forth.

     NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good and
valuable consideration, the receipt and sufficiency of which are hereby
severally acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:

     1. DEFINITIONS. All capitalized terms used in this Amendment, unless
otherwise defined herein, shall have the meaning ascribed to such terms in the
Loan Agreement.

     2. AMENDMENT TO LOAN AGREEMENT. The Loan Agreement is hereby amended by
deleting the first sentence of Section 10.1(c) in its entirety and by
substituting the following in lieu thereof:

                On any date, the lesser of $25,000,000 or the following
        percentage of the Accounts Margin Amount for the following periods: (i)
        for the period from January 1, 1997, through April 30, 1997, 200% of the
        Accounts Margin Amount on such date, and (ii) for the period from May 1,
        1997, and thereafter, 150% of the Accounts Margin Amount on such date.

     3. RATIFICATION AND REAFFIRMATION. Borrower hereby ratifies and reaffirms
each of the Transaction Documents and all of Borrower's covenants, duties,
indebtedness and liabilities thereunder.

                                              

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     4. ACKNOWLEDGMENTS AND STIPULATIONS. Borrower acknowledges and stipulates
that the Loan Agreement and the other Transaction Documents executed by Borrower
are legal, valid and binding obligations of Borrower that are enforceable
against Borrower in accordance with the terms thereof; all of the Obligations
are owing and payable without defense, offset or counterclaim (and to the extent
there exists any such defense, offset or counterclaim on the date hereof, the
same is hereby waived by Borrower); the security interests and liens granted by
Borrower in favor of Lender are duly perfected, first priority security
interests and liens.

     5. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to
Lender, to induce Lender to enter into this Amendment, that no Event of Default
exists on the date hereof; the execution, delivery and performance of this
Amendment have been duly authorized by all requisite corporate action on the
part of Borrower and this Amendment has been duly executed and delivered by
Borrower; and except as may have been disclosed in writing by Borrower to Lender
prior to the date hereof, all of the representations and warranties made by
Borrower in the Loan Agreement are true and correct on and as of the date
hereof.

     6. EXPENSES OF LENDER. Borrower agrees to pay, ON DEMAND, all costs and
expenses incurred by Lender in connection with the preparation, negotiation and
execution of this Amendment and any other Transaction Documents executed
pursuant hereto and any and all amendments, modifications, and supplements
thereto, including, without limitation, the costs and fees of Lender's legal
counsel and any taxes or expenses associated with or incurred in connection with
any instrument or agreement referred to herein or contemplated hereby.

     7. EFFECTIVENESS/GOVERNING LAW. This Amendment shall be effective upon
acceptance by Lender (notice of which acceptance is hereby waived), provided
that this Amendment shall be null and void if not accepted by Borrower by
Borrower's execution below and received by Lender on or before January 31, 1997.
This Amendment shall be governed by and construed in accordance with the
internal laws of the State of Georgia.

     8. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.

     9. NO NOVATION, ETC.. Except as otherwise expressly provided in this
Amendment, nothing herein shall be deemed to amend or modify any provision of
the Loan Agreement or any of the other Transaction Documents, each of which
shall remain in full force and effect. This Amendment is not intended to be, nor
shall it be construed to create, a novation or accord and satisfaction, and the
Loan Agreement as herein modified shall continue in full force and effect.

     10. COUNTERPARTS; TELECOPIED SIGNATURES. This Amendment may be executed in
any number of counterparts and by different parties to this Agreement on
separate counterparts, each of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute one and the same agreement.
Any signature delivered by a party by facsimile transmission shall be deemed to
be an original signature hereto.


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     11. FURTHER ASSURANCES. Borrower agrees to take such further actions as
Lender shall reasonably request from time to time in connection herewith to
evidence or give effect to the amendments set forth herein or any of the
transactions contemplated hereby.

     12. SECTION TITLES. Section titles and references used in this Amendment
shall be without substantive meaning or content of any kind whatsoever and are
not a part of the agreements among the parties hereto.

     13. RELEASE OF CLAIMS. TO INDUCE LENDER TO ENTER INTO THIS AMENDMENT,
BORROWER HEREBY RELEASES, ACQUITS AND FOREVER DISCHARGES LENDER, AND ALL
OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS OF LENDER, FROM
ANY AND ALL LIABILITIES, CLAIMS, DEMANDS, ACTIONS OR CAUSES OR ACTIONS OF ANY
KIND OR NATURE (IF THERE BE ANY), WHETHER ABSOLUTE OR CONTINGENT, DISPUTED OR
UNDISPUTED, AT LAW OR IN EQUITY, OR KNOWN OR UNKNOWN, THAT BORROWER NOW HAS OR
EVER HAD AGAINST LENDER ARISING UNDER OR IN CONNECTION WITH ANY OF THE
TRANSACTION DOCUMENTS OR OTHERWISE.

     14. WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, THE PARTIES HERETO EACH HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY
ACTION, SUIT, COUNTERCLAIM OR PROCEEDING ARISING OUT OF OR RELATED TO THIS
AMENDMENT.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal and delivered by their respective duly authorized
officers on the date first written above.

ATTEST:                                      HAYES MICROCOMPUTER
                                             PRODUCTS, INC. ("Borrower")

     /s/                                     By: /s/ Dennis C. Hayes
-----------------------                         -------------------------------
Secretary
[CORPORATE SEAL]                                Title:   Chairman
                                                         ----------------------




                    [Signatures continued on following page]

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                                             THE CIT GROUP/CREDIT
                                              FINANCE, INC. ("Lender")

                                             By: /s/ Camye Lessman
                                                ------------------------------- 

                                                Title:  Assistant Vice President


                            CONSENT AND REAFFIRMATION


     The undersigned guarantors of the Obligations of Borrower at any time owing
to Lender hereby (i) acknowledge receipt of a copy of the foregoing Third
Amendment to Loan and Security Agreement; (ii) consent to Borrower's execution
and delivery thereof and of the other documents, instruments or agreements
Borrower agrees to execute and deliver pursuant thereto; (iii) agree to be bound
thereby; and (iv) affirm that nothing contained therein shall modify in any
respect whatsoever its respective guaranty of the Obligations and reaffirm that
such guaranty is and shall remain in full force and effect.

     IN WITNESS WHEREOF, the undersigned has executed this Consent and
Reaffirmation on and as of the date of such Third Amendment to Loan and Security
Agreement.

                                             HAYES MICROCOMPUTER PRODUCTS
                                             (AUSTRALIA) PTY LIMITED


                                             By: /s/ Dennis C. Hayes
                                                -------------------------------
                                                 DENNIS C. HAYES, Director


                                             HAYES MICROCOMPUTER PRODUCTS
                                             (CANADA)  LIMITED


                                             By: /s/ Dennis C. Hayes
                                                -------------------------------
                                                 DENNIS C. HAYES, President






                    [Signatures continued on following page]

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                                     PRACTICAL PERIPHERALS (EUROPE)
                                     LIMITED


                                     By: /s/ Dennis C. Hayes
                                        ---------------------------------------
                                         DENNIS C. HAYES, Director

                                     HAYES MICROCOMPUTER PRODUCTS
                                     (FRANCE)  S.A.R.L.


                                     By: /s/ Dennis C. Hayes
                                        ---------------------------------------
                                         DENNIS C. HAYES, Authorized
                                                Representative

                                     HAYES MICROCOMPUTER PRODUCTS
                                     DE MEXICO S.A. DE C.V.


                                     By: /s/ Dennis C. Hayes
                                        ---------------------------------------
                                         DENNIS C. HAYES, Sole Administrator


                                     HAYES MICROCOMPUTER PRODUCTS
                                     (SCANDINAVIA) APS


                                     By: /s/ Dennis C. Hayes
                                        ---------------------------------------
                                         DENNIS C. HAYES, Managing Director


                                     By: /s/ William Louis Pechey
                                        ---------------------------------------
                                         WILLIAM LOUIS PECHEY, Managing Director


                                     HAYES MICROCOMPUTER PRODUCTS
                                     (INTERNATIONAL) LIMITED

                                     By: /s/ Dennis C. Hayes
                                        ---------------------------------------
                                         DENNIS C. HAYES, President


                    [Signatures continued on following page]



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                                         ENTERPRISE TECHNOLOGIES, INC.


                                         By: /s/ Jack E. Fisher
                                            ----------------------------------- 
                                              JACK E FISHER, President


                                         HAYES GOVERNMENT SERVICES, INC.


                                         By: /s/ Dennis C. Hayes
                                            ----------------------------------- 
                                              DENNIS C. HAYES, President


                                             /s/ Dennis C. Hayes    (SEAL)
                                         --------------------------------------
                                         DENNIS C. HAYES




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                       HAYES MICROCOMPUTER PRODUCTS, INC.
                             SECRETARY'S CERTIFICATE
                                       OF
                         BOARD OF DIRECTORS RESOLUTIONS


     I, James A. Jones, DO HEREBY CERTIFY, that I am the Secretary of HAYES
MICROCOMPUTER PRODUCTS, INC. (the "Corporation"), a corporation duly organized
and existing under and by virtue of the laws of the State of Georgia and am
keeper of the records and seal thereof; that the following is a true, correct
and compared copy of the resolutions duly adopted by the unanimous consent of
all members of the Board of Directors of said Corporation effective as of
January 1, 1997; and that said resolutions are still in full force and effect:

     RESOLVED, that the Chairman of the Board, President, any Vice President, or
any other officer or board member of this Corporation (or the designee of any of
them), each be, and each hereby is, authorized and empowered (either alone or in
conjunction with any one or more of the other officers of the Corporation) to
take, from time to time, all or any part of the following actions on or in
behalf of the Corporation: (i) to make, execute and deliver to THE CIT
GROUP/CREDIT FINANCE, INC. ("Lender") (1) a Third Amendment to Loan and Security
Agreement] (the "Amendment") providing for the amendment of certain terms of
that certain Loan and Security Agreement and Conditions Precedent Rider thereto,
both dated December 21,1995, between the Corporation and Lender, as amended by
that certain First Amendment to Loan and Security Agreement dated April 16,
1996, and that certain Second Amendment to Loan and Security Agreement dated
October 15, 1996 (the "Loan Agreement"), and (2) all other agreements, documents
and instruments contemplated by or referred to in the Amendment or executed by
the Corporation in connection therewith; said Amendment to be substantially in
the form presented by Lender with such additional, modified or revised terms as
may be acceptable to any officer or director of the Corporation, as conclusively
evidenced by his or her execution thereof; and (ii) to carry out, modify, amend
or terminate any arrangements or agreements at any time existing between the
Corporation and Lender.

     RESOLVED, that any arrangements, agreements, security agreements, or other
instruments or documents referred to or executed pursuant to the Amendment by
Dennis C. Hayes, any other officer or director of the Corporation, or by an
employee of the Corporation acting pursuant to delegation of authority, may be
attested by such person and may contain such terms and provisions as such person
shall, in his or her sole discretion, determine.

     RESOLVED, that the Loan Agreement and each amendment to the Loan Agreement
heretofore executed by any officer or director of the Corporation and any
actions taken under the Loan Agreement as thereby amended are hereby ratified
and approved.



                                                      

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     I DO FURTHER CERTIFY that Joseph C. Formichelli is the President of the
Corporation, and James A. Jones is the Secretary of the Corporation and each is
duly elected, qualified and acting as such, respectively.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Seal of the
Corporation, as of the 1st day of January, 1997.


                                                  /s/ James A. Jones
                                         --------------------------------------
                                         JAMES A. JONES, Secretary

                                         [CORPORATE SEAL]



     I, Joseph C. Formichelli, President of said Corporation, do hereby certify
that the foregoing is a correct copy of the resolutions passed by the Board of
Directors of the Corporation and that James A. Jones is Secretary of the
Corporation and is duly authorized to attest to the passage of said resolutions.



                                                  /s/ Joseph C. Formichelli
                                         --------------------------------------
                                         JOSEPH C. FORMICHELLI, President





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