Cattlesale Co – ‘8-K’ for 5/3/00

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Reorganization of Datapoint Corporation               54    234K 

Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)        May 3, 2000             

 Datapoint Corporation
(Exact name of registrant as specified in its charter)

 Delaware                       001-07636                     74-1605174
(State or other jurisdiction   (Commission File Number)         (IRS Employer   
of incorporation)                                           Identification No.) 

7 rue d'Anjou 75008, Paris, France; 
          8410 Datapoint Drive, San Antonio, TX 78229-8500
           (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code  331-4007-3737; 210-593-7000 

4 rue d'Aguesseau 75008, Paris, France
(Former name or former address, if changed since last report)             

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Item 3.         Bankruptcy or Receivership                                  

                  On May 3, 2000, Datapoint  Corporation (the "Company") filed a
petition for  reorganization  under Chapter 11 of the United  States  Bankruptcy
Code in the United  States  Bankruptcy  Court for the District of Delaware.  The
Company has also entered into a  non-binding  agreement in principle  (the "Term
Sheet") with an ad hoc committee  formed by holders of a significant  portion of
its outstanding 8 7/8% debentures due June 1, 2006, with respect to a consensual
restructuring  of the  Company's  debt and equity.  The  provisions  of the Term
Sheet,  which could develop into the basis for a plan of  reorganization  in the
bankruptcy,  provides  for  the  allocation  of the  proceeds  of the  sale of a
significant  portion of the assets of the Company, as described in Item 5 below,
between  the  Company  and its  creditors,  as well as equity  distributions  to
debentureholders and existing common and preferred shareholders of the Company. 

Item 5.         Other Events                                                

                  On May 3, 2000, the registrant issued a press release,  a copy
  of which is attached as Exhibit 99.2 to this Form 8-K,  indicating that it had
  entered into a stock purchase agreement, a copy of which is attached hereto as
  Exhibit 10 to this Form 8-K, to sell all of the issued and outstanding  shares
  of capital stock of certain of its subsidiaries and  substantially  all of the
  assets of the Company (other than its  e-commerce  initiative via its Corebyte
subsidiary as described in the Press Release).                              

Item 7.           Exhibits                                                      
EXHIBIT NO.                                  DESCRIPTION OF EXHIBIT             
10                                           Stock Purchase Agreement           
99                                           May 3, 2000 Press Release          

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 SIGNATURE

                  Pursuant to the requirements of the Securities Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.                                       

                           Datapoint Corporation
                  (Registrant)
Date:  May 15, 2000                                                             

                               By:  /s/ Phillip P. Krumb
                                Phillip P. Krumb
                                              Acting Chief Financial Officer

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 EXHIBIT INDEX

(10)     Stock Purchase Agreement                                               
(99)     May 3, 2000 Press Release                                              

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 Exhibit 10 - Stock Purchase Agreement

STOCK PURCHASE AGREEMENT

Dated as of April 19, 2000

By and Among

DATAPOINT NEWCO 1 LIMITED,

THE SELLERS NAMED HEREIN

 and

 DATAPOINT CORPORATION

=============================================================================== 

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         THIS  STOCK  PURCHASE  AGREEMENT  is dated as of the 19th day of April,
2000, by and among (i) DATAPOINT NEWCO 1 LIMITED,  a limited  company  organized
under the laws of England and Wales (the "Buyer"),  (ii) the entities  listed on
Schedule A attached  hereto  (collectively,  the "Sellers" and  individually,  a
"Seller,"  which terms shall be qualified as provided in Section 14(c)  hereof),
and (iii)  DATAPOINT  CORPORATION,  a  Delaware  corporation  and the  direct or
indirect corporate parent of all of the Sellers (the "Parent").  The definitions
of certain capitalized terms are set forth in Section 14(a) hereof.             

         WHEREAS,  the Sellers, or nominees of the Sellers, are collectively the
owners of all of the issued and  outstanding  shares of the  capital  stock (the
"Shares") of each of the entities listed on Schedule B attached hereto (together
with  their  respective  Subsidiaries,  the  "Companies"  (which  term  shall be
qualified  as  provided  in  Section  14(d)  hereof),  and  together  with  such
Subsidiaries,  the Parent and the Sellers, the "Datapoint  Entities")(which term
shall be qualified as provided in Section 14(d) hereof),  with each Seller,  or,
in the case of a Company that is a  Subsidiary  of another  Company,  such other
Company,  owning such percentage of the Companies as more particularly set forth
on Schedule C hereto; and                                                       

         WHEREAS,  the Buyer  desires to  purchase  all of the  Shares  from the
Sellers,  and the  Sellers  desire to sell all of the Shares to the Buyer on the
terms and conditions set forth herein; and                                      

         WHEREAS,  the Buyer  desires to purchase all of the assets set forth on
Exhibit A attached hereto (collectively, the "Acquired Assets") from the Parent,
and the Parent  desires to sell all of the  Acquired  Assets to the Buyer on the
terms and conditions set forth herein; and                                      

         WHEREAS, the Parent intends to commence reorganization proceedings (the
"Chapter 11 Case") under  Chapter 11 of the  Bankruptcy  Code in order to, among
other things, effect the transactions contemplated by this Agreement;           

         WHEREAS,  the Buyer,  the Parent and the Sellers have agreed to certain
other matters  ancillary to the  foregoing,  all on the terms and conditions set
forth herein.                                                                   

         NOW, THEREFORE,  in consideration of the mutual promises and agreements
set forth herein, the Buyer, the Sellers and the Parent agree as follows:       

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1.       PURCHASE AND SALE.                                   

         1.1.  Purchase and Sale.  Subject to the terms and conditions set forth
in this Agreement, at the Closing (as defined in Section 3 hereof), the Sellers,
jointly  and  severally,  agree to sell to the  Buyer,  and the Buyer  agrees to
purchase  from each  Seller,  such Shares as are set forth  opposite the name of
each  Seller on Schedule C hereto,  and the Parent  agrees to sell to the Buyer,
and the Buyer agrees to purchase from the Seller,  the Acquired  Assets,  all in
exchange for the purchase price therefor as provided in Section 1.2 hereof.     

1.2.  Purchase Price.                                         
--------------                                    

                  (a) The Buyer shall pay to the Sellers and the Parent,  as the
aggregate  purchase price for the Shares and the Acquired  Assets,  $49,500,000.
The amount paid pursuant to this Section 1.2(a) as adjusted  pursuant to Section
1.3 is referred to herein as the "Purchase Price".                              

                  (b) The Purchase  Price,  less the amounts  deposited into the
accounts described in Section 1.2(c) and 12.1(c),  will be paid by wire transfer
of immediately  available funds into the accounts specified by Parent in writing
to the Buyer,  such writing to be  delivered  not less than five  Business  Days
prior to the Closing Date.                                                      

                  (c) At the  Closing,  Buyer shall  deposit  $2,000,000  of the
Purchase Price into the Purchase Price Adjustment  Escrow Account and $4,000,000
of the Purchase Price into the UK Pension Fund Escrow Account.                  

1.3.  Adjustment to Purchase Price.         
----------------------------    

                  (a) As soon as practicable following the Closing Date (but not
later than 30 days after the Closing Date),  the Buyer shall prepare and deliver
to the Parent an unaudited  combined  balance  sheet of the  Companies as at the
Closing Date (the "Closing Balance  Sheet").  The Closing Balance Sheet shall be
prepared so as to present fairly in all material respects the financial position
of the  Companies  at such date and shall be  prepared  on a pro forma  combined
basis in accordance with United States generally accepted accounting  principles
consistently  applied,  adjusted using the procedures  used in preparing the pro
forma  combined  balance  sheet  attached  hereto as  Exhibit B (the "Pro  Forma
Balance Sheet").                                                                

                  (b) If the amount of total  liabilities  exceeds the amount of
total assets on the Closing Balance Sheet by more than $10,000,000, the Purchase
Price  shall be  reduced by the amount of such  excess,  and the Buyer  shall be
entitled to repayment of such excess amount out of the Purchase Price Adjustment
Escrow  Account  and, to the extent that such amount  exceeds the amount then on
deposit in the Purchase  Price  Adjustment  Escrow  Account,  the Parent and the
Sellers,  jointly and severally,  agree to pay any such deficiency.  Any amounts
payable  pursuant to this Section  1.3(b)  shall be paid within 2 Business  Days
after the  Closing  Balance  Sheet is deemed  final and  conclusive  pursuant to
Section  1.4, by wire  transfer  in  immediately  available  funds to an account
designated by the Buyer.                                                        

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1.4.  Dispute and Resolution.               
----------------------          

                   (a) In the event the Parent  does not agree with the  Closing
Balance Sheet as prepared by the Buyer,  the Parent shall so inform the Buyer in
writing  within 30 days of the  Parent's  receipt  thereof,  such writing to set
forth the objections of the Parent in reasonable  detail.  If the Parent and the
Buyer cannot reach  agreement as to any disputed  matter relating to the Closing
Balance  Sheet  within 15 days of the Buyer's  receipt of such  objection,  they
shall  forthwith refer the dispute to  PricewaterhouseCoopers  LLP or such other
accounting firm of internationally  recognized  reputation as the Parent and the
Buyer may select (the "Arbitrator") for resolution,  with the understanding that
such firm shall  resolve all disputed  items within 20 days after such  disputed
items are  referred to it. Each of the Parent and the Buyer shall bear  one-half
of the costs of the  Arbitrator.  The decision of the Arbitrator with respect to
all disputed matters relating to the Closing Balance Sheet shall be deemed final
and conclusive and shall be binding upon the Buyer and the Parent. If the Parent
does not object to the Closing Balance Sheet as prepared by the Buyer within the
30-day period referred to above,  the Closing Balance Sheet as so prepared shall
be deemed final and conclusive and binding upon the Buyer and the Parent.       

                  (b)  Until  the  Closing  Balance  Sheet is  deemed  final and
conclusive  pursuant to Section  1.4(a),  the Buyer shall provide the Parent and
its  representatives  reasonable  access to the books,  records,  facilities and
employees  of the  Companies  and  shall  cooperate  fully  with the  Parent  in
connection with its review of the Closing Balance Sheet.                        

1.5.  Allocations.                                            
-----------                                       

                  (a) The  Purchase  Price shall be  allocated  among the Shares
relating to the  Companies  and the  Acquired  Assets in the manner to be agreed
upon by the parties on or prior to the Closing Date.                            

                  (b)  The  Purchase  Price  shall  be  allocated   among,   and
distributed  to, the  Sellers  and the Parent  pro rata in  accordance  with the
percentages  to be agreed upon by the  parties on or prior to the Closing  Date,
with such information to be filled in on Schedule C attached hereto.            

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2.       LICENSING AND OTHER MATTERS.                         

2.1.  Datapoint Name.                                         
--------------                                    

                  (a) On the  Closing  Date,  each of the  Parent  and any other
entity which is a direct or indirect  Subsidiary  of the Parent  (other than the
Companies)  and which  has  included  in its  corporate  or trade  name the name
"Datapoint" or any derivative or variation thereof,  shall (i) have delivered to
the Buyer an executed Certificate of Amendment or other amending document to its
respective  Certificate  of  Incorporation  or other  charter or  constitutional
documents in form and substance satisfactory to the parties  (collectively,  the
"Name  Change  Certificates"),  suitable  for  filing  with  the  Office  of the
Secretary  of State of the  State of  Delaware  or the  particular  governmental
office located in the country or  jurisdiction of organization of any such other
entity, as the case may be, effecting a change of its respective  corporate name
to a new name not including the name  "Datapoint" or any derivative or variation
thereof, and (ii) have executed and delivered to the Buyer an Assignment in form
and substance  satisfactory to the parties (the "Name  Assignment")  pursuant to
which the Parent and each such other  entity  shall  transfer  and assign all of
their  respective  right,  title and interest in and to the name,  trademark and
servicemark  "Datapoint" to the Buyer,  together with all goodwill symbolized by
said name and mark.                                                             

                  (b) Except as provided in Section  2.1(c),  from and after the
Closing  Date,  Parent  agrees  that it will  not,  and will  cause  each of its
Subsidiaries  (other than the Companies) not to, use the "Datapoint" name or any
derivative thereof for any purpose whatsoever.                                  

                  (c) On the Closing  Date,  the Buyer shall grant to the Parent
and any other entity which has executed a Name Assignment,  a limited license in
form and substance satisfactory to the parties (the "Datapoint License") for the
"Datapoint"  name to permit the Parent and each such other entity to utilize the
"Datapoint" name on existing stationery, inventory and marketing and promotional
materials  for the limited  purpose of  enabling  the Parent and each such other
entity  to  dispose  of  existing   stationery,   inventory  and  marketing  and
promotional  materials  which  utilize  such  trademark,  as  more  particularly
provided in the Datapoint License.                                              

         2.2.  Acquired  Assets.  On the Closing Date, the Parent shall transfer
ownership  of the  Acquired  Assets to the Buyer.  Other than the Shares and the
Acquired Assets,  the Parent and the Sellers are transferring no other rights or
assets to the Buyer  (collectively,  the  "Excluded  Assets"),  and the Buyer is
assuming  no   liabilities   of  the  Parent  or  the  Sellers  (the   "Excluded
Liabilities").  Without  in  any  way  limiting  the  foregoing,  the  Buyer  is
specifically not acquiring,  or assuming any liability for, (i) any U.S Employee
Benefit Plans of any Datapoint  Entity or for compliance  with COBRA (as defined
in Section  4.18(b))  with respect to any employee of the Parent,  any Seller or
any of their Affiliates or any other "qualified beneficiary" (within the meaning
of COBRA) with respect to any such employee who has a "qualifying event" (within
the  meaning  of  COBRA)  on or  before  the  Closing  Date or by  reason of the
transactions contemplated by this Agreement or (ii) any Foreign Employee Benefit
Plans of the Parent or any Seller.                                              

         2.3. Outstanding  Ancillary Issues. The parties shall negotiate in good
faith with  respect  to and shall  enter into such  agreements  or execute  such
documents or other instruments as may be necessary or advisable to implement the
matters described on Exhibit C attached hereto.                                 

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3.       CLOSING.                                             

         3.1. Time and Place. The closing of the purchase and sale of the Shares
and the Acquired Assets (the "Closing")  shall be held at the offices of White &
Case LLP, 1155 Avenue of the Americas, New York, New York 10036 at 10:00 a.m. on
a mutually  acceptable  date not more than five days after all of the conditions
in Articles 7 and 8 have been  satisfied or waived but not later than  September
30, 2000 (the "Outside  Closing  Date"),  or at such other time and place as the
Buyer and the Parent may agree.  The date on which the Closing is actually  held
hereunder is sometimes referred to herein as the "Closing Date."                

     3.2.  Transactions  at Closing.  At the  Closing,  in addition to any other
instruments or documents referred to herein:                                    

                  (a) The Sellers shall  deliver,  or cause to be delivered,  to
the Buyer,  or, to the extent  requested  by the Buyer in  writing,  one or more
nominees of the Buyer,  free and clear of any lien,  claim or  encumbrance,  the
Shares and the Acquired Assets.                                                 

                  (b) The Parent and its  appropriate  Affiliates  shall execute
and deliver to the Buyer such bills of sale,  stock powers endorsed in blank, or
other instruments of transfer and assignment as the Buyer may reasonably request
in order to transfer to the Buyer the Shares and the Acquired Assets.           

   (c) The Buyer shall make the payments contemplated by Section 1.2 hereof.

                  (d) Each of the parties  hereto shall execute and deliver each
of the  agreements  and documents  required to be executed and delivered by such
party pursuant to Sections 7 and 8 hereof.                                      

         4.  REPRESENTATIONS  AND WARRANTIES OF THE PARENT AND THE SELLERS . The
Parent and the  Sellers,  jointly and  severally,  represent  and warrant to the
Buyer as follows  (it being  understood  that the  information  set forth in the
Disclosure Schedule (as defined below) is as of March 31, 2000):                

         4.1. Organization of Companies;  Authority. The Parent, each Seller and
each Company is a corporation duly organized,  validly existing and in corporate
good  standing  (if  applicable)  under the laws of its  respective  country  of
organization  as set forth in Section 4.1 of the  disclosure  schedule  attached
hereto (the "Disclosure  Schedule").  Each Company is duly qualified and in good
standing as a foreign corporation in all jurisdictions in which the character of
the properties owned or leased or the nature of the activities conducted,  or in
the  case of  Datapoint  Germany  II GmbH,  to be  conducted,  by it makes  such
qualification  necessary,  except where the failure to be so qualified could not
reasonably be expected to have a Material  Adverse Effect.  Each Company has all
requisite  power and authority to own or lease and operate its properties and to
carry on its  business  as such  business  is now  conducted,  or in the case of
Datapoint  Germany  II  GmbH,  to be  conducted.  The  information  filed on all
applicable  public registers in respect of the Companies is true and complete in
all material respects.  The statutory registers of each of the Companies have at
all  times  been  kept  up to date  and  contain  all  information  required  by
applicable law.                                                                 

         4.2. Corporate Approval; Binding Effect. The Parent and each Seller has
obtained all necessary authorizations and approvals from its respective Board of
Directors or other governing body required for the execution and delivery of the
Transaction  Documents  to  which  it is a  party  and the  consummation  of the
transactions  contemplated hereby and thereby. Subject to obtaining the Approval
Order or other governmental approvals set forth in Section 4.2 of the Disclosure
Schedule ("Governmental Approvals"),  each of the Transaction Documents to which
each  Seller  and the  Parent is a party has been or will be duly  executed  and
delivered by each Seller and the Parent and  constitutes or will constitute when
executed and  delivered the legal,  valid and binding  obligation of such Seller
and the Parent, enforceable against them in accordance with its terms.          

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         4.3. Subsidiaries. Except as set forth in Section 4.3 of the Disclosure
Schedule,  no  Company  has any  Subsidiaries,  owns  or  holds  legally  and/or
beneficially  any shares or other  securities of any class in the capital of any
corporations, or owns any legal and/or beneficial interests in any partnerships,
limited liability  companies,  business trusts or joint ventures or in any other
unincorporated trade or business enterprises.                                   

         4.4. Capitalization. The authorized and/or registered share capital, as
applicable,  of each  Company,  and the  issued and  outstanding  shares of each
Company,  are set forth in Section 4.4 of the  Disclosure  Schedule.  All of the
Shares are owned legally and  beneficially  by the Sellers as set forth opposite
the names of such Sellers on Schedule C attached hereto, and all such Shares are
validly  issued and  outstanding,  fully paid and  non-assessable.  There are no
outstanding options,  warrants,  rights, calls, commitments,  conversion rights,
rights of exchange plans or other agreements of any character  providing for the
issuance, purchase or sale of any shares of capital stock or other securities of
any Company.  The nominal  capital of  Datapoint  Germany II GmbH has been fully
paid and has not been repaid.                                                   

         4.5. Title to Stock and Acquired  Assets,  Liens,  etc. (a) Each Seller
has, individually or though one or more nominees,  and as of the consummation of
the Closing the Buyer or its nominees,  as applicable,  will have, full and sole
legal and beneficial  ownership of all of the Shares set forth opposite the name
of such  Seller on  Schedule  C hereto,  free and clear of any  mortgage,  lien,
pledge,  charge,  security  interest,  encumbrance,  restricting title retention
agreement, option, equity or other adverse claim thereto.                       

         (b) The Parent has, and at the  consummation of the Closing,  the Buyer
will have,  full and sole legal and beneficial  ownership of all of the Acquired
Assets,  in each case  free and clear of any  mortgage,  lien,  pledge,  charge,
security interest,  encumbrance,  restricting title retention agreement, option,
equity or other adverse claim thereto.                                          

         4.6. Non-Contravention. Subject to obtaining the Approval Order and any
Governmental Approvals, the execution and delivery by the Parent and each Seller
of the  Transaction  Documents to which each is a party and the  consummation by
the Parent and each Seller of the transactions  contemplated thereby,  including
those  described in Exhibits C and D, (i) will not violate any  provision of the
Articles of  Incorporation or By-Laws or other  organizational  documents of any
Datapoint Entity, (ii) will not violate any statute, rule, regulation,  order or
decree of any public body or authority by which any Datapoint Entity is bound or
which is binding  upon any of their  respective  properties  or assets and (iii)
will not result in a violation or breach of, or constitute a default under,  any
license,  franchise,  permit, indenture,  agreement or other instrument to which
any  Datapoint  Entity is a party,  or by which any  Datapoint  Entity or any of
their  respective  assets or properties is bound,  excluding  from the foregoing
clauses  (ii)  and  (iii)  violations,   breaches  or  defaults  which,   either
individually  or in the  aggregate,  could not  reasonably be expected to have a
Material Adverse Effect.                                                        

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4.7.  Governmental Consents; Transferability of Licenses, Etc.
     -------------------------------------------------------

         (a) Except as set forth on Section 4.2 of the Disclosure  Schedule,  no
consent, approval or authorization of, or registration,  qualification or filing
with, any  governmental  agency or authority,  is required for the execution and
delivery by each  Seller and the Parent of the  Transaction  Documents  to which
each is a party or for the  consummation  by each  Seller  and the Parent of the
transactions contemplated thereby (including those described on Exhibits C and D
attached hereto).                                                               

         (b) Each Company has and  maintains,  and Section 4.7 of the Disclosure
Schedule   lists  as  to  each  Company,   all   licenses,   permits  and  other
authorizations from all governmental  authorities as are, individually or in the
aggregate,  material to the conduct by each Company of its respective  business,
including the business to be conducted by Datapoint  Germany II GmbH.  Except as
expressly  designated  in  Section  4.7 of the  Disclosure  Schedule,  all  such
licenses,  permits  and  authorizations  will  remain in full  force and  effect
immediately following the consummation of the transactions contemplated hereby. 

         4.8. Financial  Statements.  (a) The Parent has delivered the following
financial  statements (the "Financial  Statements") to the Buyer,  and there are
included in Section 4.8 of the Disclosure  Schedule:  the  separately  unaudited
balance sheet of each Company as of January 31, 2000 (the "Balance Sheet Date"),
and the related  statements of income and retained  earnings of each Company for
the  period  then  ended;  provided,  that (i)  with  respect  to the  Financial
Statements   relating  to  Datapoint   Nederland   B.V.,   such  statements  are
consolidated  with its corporate  parent,  Datapoint  Beheer B.V., and (ii) with
respect to the  Financial  Statements  relating to  Datapoint  U.K.  Ltd.,  such
statements are consolidated with its corporate parent Datapoint  Holdings,  Ltd.
Each of the Financial  Statements  has been  prepared in accordance  with United
States generally  accepted  accounting  principles applied on a basis consistent
with  historical  practice  (subject to the absence of footnotes);  each of such
balance sheets fairly presents the financial condition of each Company as of the
Balance  Sheet  Date and,  except as  indicated  therein,  reflects  all  claims
against,  and all debts and  liabilities  of,  each  Company,  whether  fixed or
contingent;  and such statements of income and retained  earnings fairly present
the results of operations  for the periods  covered  thereby.  Since the Balance
Sheet Date,  no event has occurred  that could  reasonably be expected to have a
Material  Adverse  Effect,  whether as a result of any legislative or regulatory
change,  revocation  of any license or rights to do business,  fire,  explosion,
accident,  casualty,  labor trouble, flood, drought, riot, storm,  condemnation,
act of God,  public force or otherwise;  and, to the knowledge of each Datapoint
Entity, no fact or condition exists or is contemplated or threatened which could
reasonably be expected to have a Material Adverse Effect.                       

         (b)  The Pro  Forma  Balance  Sheet  was  derived  from  the  Financial
Statements,  was prepared in accordance  with United States  generally  accepted
accounting  principles  applied on a basis  consistent with historical  practice
(subject to the absence of footnotes),  and presents  fairly the net liabilities
of the Companies.                                                               

         4.9. Indebtedness.  The Indebtedness of each Company (after elimination
of  Intercompany  Accounts  but  including  any  Indebtedness  to be  assumed by
Datapoint  Germany II GmbH) is as  described  in Section  4.9 of the  Disclosure
Schedule and  collectively  the Companies'  Indebtedness  (after  elimination of
Intercompany  Accounts but including any Indebtedness to be assumed by Datapoint
Germany  II GmbH)  outstanding  as of the date  hereof  does  not  exceed  $10.0
million.  Except as  disclosed  in Section 4.9 of the  Disclosure  Schedule,  no
Company  is in  default  with  respect to any  outstanding  Indebtedness  or any
instrument  relating  thereto.  Complete and correct  copies of all  instruments
(including all amendments,  supplements,  waivers and consents)  relating to any
Indebtedness  of each Company have been furnished to the Buyer. No Seller (other
than  Datapoint  Corporation)  has any  Indebtedness  or any other  liabilities,
contingent or otherwise,  in excess of $50,000  individually and $250,000 in the
aggregate for all of the Sellers.                                               

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         4.10.  Litigation,  Etc.  Except  as set forth in  Section  4.10 of the
Disclosure Schedule, no action, suit, proceeding or investigation is pending or,
to the knowledge of each Datapoint Entity  threatened,  relating to or affecting
the business,  assets,  rights or financial  condition of any Company,  or which
questions the validity of the  Transaction  Documents or  challenges  any of the
transactions contemplated hereby or thereby, nor is there any basis for any such
action, suit, proceeding or investigation.                                      

         4.11.  Conformity  to Law.  Except as set forth in Section  4.11 of the
Disclosure  Schedule,  each Company has complied in all respects with, and is in
compliance in all respects  with,  all foreign,  federal,  state and local laws,
statutes,  governmental  regulations and all judicial or administrative tribunal
orders, judgments, writs, injunctions, decrees or similar commands applicable to
its business  (including,  without limitation,  any labor,  occupational health,
zoning or other law,  regulation or ordinance but excluding  environmental  laws
which are covered in Section 4.13 hereof), except to the extent that any failure
to so comply could not, individually or in the aggregate, reasonably be expected
to have a Material  Adverse  Effect.  Except as set forth in Section 4.11 of the
Disclosure Schedule, no Company has committed,  been charged with, or been under
investigation  with  respect  to, nor does there  exist,  any  violation  of any
provision  of any  foreign,  federal,  state  or  local  law  or  administrative
regulation  in respect of such  Company or its  respective  business,  assets or
operations.                                                                     

         4.12.  Title to Assets.  (a) Except as set forth in Section  4.12(a) of
the Disclosure  Schedule and except for liens for Taxes that are not yet due and
payable or  delinquent,  each  Company  is the lawful  owner of and has good and
valid  record  and  marketable  title to all of its  respective  properties  and
assets, including, without limitation, all those reflected on the balance sheets
contained  in the  Financial  Statements  of such  Company  (other than any such
properties  or assets sold in the  ordinary  course of such  Company's  business
after  the  dates  of such  balance  sheets),  free and  clear  of any  security
interests,  liens,  claims,  charges,  options,  mortgages,  debts,  leases  (or
subleases),   conditional   sales   agreements,   title  retention   agreements,
encumbrances of any kind,  material defects as to title or restrictions  against
the transfer or assignment  thereof.  All such properties and assets are in good
condition and repair  (reasonable  wear and tear  excepted) and are adequate and
sufficient to carry on the business of each Company as presently conducted,  or,
in the case of Datapoint Germany II GmbH, as will be conducted.                 

         (b) All of the Acquired  Assets are in  reasonably  good  condition and
repair (reasonable wear and tear excepted).                                     

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4.13.  Real Property and Environmental Matters.               
---------------------------------------         

         (a) Section 4.13(a) of the Disclosure  Schedule sets forth complete and
accurate legal  descriptions of all real property leased or used by each Company
(the "Real  Property").  No Company  owns any real  property.  The Sellers  have
delivered to the Buyer a true,  correct and complete  copy of each lease of Real
Property. Each lease set forth in Section 4.13(a) of the Disclosure Schedule (or
required to be set forth on Section  4.13(a) of the  Disclosure  Schedule) is in
full force and effect;  all rents and additional  rents due to date on each such
lease have been paid; in each case, the lessee has been in peaceable  possession
since the  commencement of the original term of such lease and is not in default
thereunder and no waiver, indulgence or postponement of the lessee's obligations
thereunder has been granted by the lessor;  and there exists no event of default
or event, occurrence,  condition or act (including the transactions contemplated
hereby) which, with the giving of notice,  the lapse of time or the happening of
any further event or condition,  would become a default under such lease.  Other
than pursuant to sublease  agreements  with  Datapoint  Vastgoed B.V. on the one
hand and Antenna  Europe B.V.  and Contrast  B.V. on the other  (copies of which
have been  provided  to the  Buyer),  none of the Real  Property  is sublet.  In
respect of all Real  Property  located  in  France,  the lessee has the right to
renew all  leases to which it is a party.  To the  knowledge  of each  Datapoint
Entity,  no lessor under any such lease is in breach thereof.  The Real Property
is in a state of good  maintenance  and repair and is adequate  and suitable for
the purposes for which it is presently  being, or contemplated to be, used. None
of the Parent, the Seller or any Company has received any notice that either the
whole or any portion of the Real Property is to be condemned,  requisitioned  or
otherwise taken by any applicable governmental, local or public authority. There
are no public  improvements which may result in special  assessments  against or
otherwise  affect the Real Property.  Datapoint  Germany I GmbH's leases of Real
Property are freely assignable to Datapoint Germany II GmbH.                    

         (b) Except as set forth on Section  4.13(b) of the Disclosure  Schedule
no Company has any liability  (whether  actual,  contingent or  prospective)  or
obligation  in  respect  of any real  property  whether  freehold,  licensed  or
occupied  under an informal  or  undocumented  arrangement  in any part of world
(other than the Real  Property)  including  without  limitation any liability or
obligation to:                                                                  

     (i) perform covenants  (restrictive or positive) or agreements affecting or
relating to land;                                                               

         (ii) pay rent or rents,  service charges,  insurance  premiums or other
monies or observe or perform covenants,  obligations or conditions  contained in
any lease,  agreement  for lease,  license,  deed,  agreement or other  document
ancillary or supplemental to a lease whether or not expressed to be so;         

         (iii) pay  principal,  interest  or other  monies or observe or perform
covenants or  agreements  contained in any  mortgage,  charge or other  document
creating a security  interest  affecting  any  property  to which this  warranty
applies;                                                                        

         (iv) make payments under or otherwise  observe or perform any guarantee
or surety,  whether as primary or secondary  obligor,  or indemnity or otherwise
assume any  liabilities  of any third party by  accepting a leasehold  or in any
other manner.                                                                   

     (v) make payments  under or otherwise  observe or perform any agreement for
sale, option or right of pre-emption;                                           

         (vi) make payments  under or otherwise  observe or perform any building
contract,   collateral   warranty,   duty  of  care  agreement  or  professional
appointment.                                                                    

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(c) Except as set forth on Section 4.13(c) of the Disclosure Schedule:

         (i)  Hazardous  Materials  have not at any time been  generated,  used,
treated  or stored  on, or  transported  to or from or  released  on or from any
property  currently  or  formerly  owned,  leased  or  operated  by any  Company
("Company Property") or, to the knowledge of each Datapoint Entity, any property
adjoining,  adjacent to or in the  vicinity of any Company  Property,  except in
small quantities  necessary for the operation of business and in compliance with
Environmental Laws and so as not to give rise to an Environmental Claim;        

         (ii) The Companies are in compliance  with all  Environmental  Laws and
the  requirements  of any  permits  issued  under such  Environmental  Laws with
respect to any Company Property;                                                

         (iii) There are no past, pending or, to the knowledge of each Datapoint
Entity,  threatened  Environmental  Claims  against any Datapoint  Entity or any
Company Property;                                                               

         (iv)  There  are no facts,  circumstances,  conditions  or  occurrences
regarding  any  business or  operations  of any Company or any real  property or
facility any time owned, operated or used by any Company (or its predecessor) or
its  subsidiaries  or, to the knowledge of each Datapoint  Entity,  any property
adjoining or in the vicinity of any Company  Property,  that could reasonably be
anticipated (i) to form the basis of an Environmental Claim against any Company,
or any  Company  Property  or assets or (ii) to cause such  Company  Property or
assets of any  Company  to be  subject  to any  restrictions  on its  ownership,
occupancy, use or transferability under any Environmental Law.                  

         (v) To the knowledge of each  Datapoint  Entity,  there are not now and
never have been any underground storage tanks located on any Company Property.  

         4.14.  Equipment.  Section 4.14 of the Disclosure Schedule sets forth a
complete and accurate list of all of the fixed assets of each Company other than
items having a book or market value individually of less than $1,000 as of March
31,  2000.  All such fixed  assets are  utilized by each Company in the ordinary
course of business and are in good condition, ordinary wear and tear excepted.  

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         4.15.  Insurance.  Section 4.15 of the  Disclosure  Schedule  lists all
policies of fire, liability, workmen's compensation, life, property and casualty
and other  insurance  owned or held by, or which cover,  any  Company.  All such
policies  of  insurance  (a) are, to the  knowledge  of each  Datapoint  Entity,
maintained with financially sound and reputable  insurance  companies,  funds or
underwriters  and are of the kinds and cover such risks and are in such  amounts
and with such deductibles and exclusions as are consistent with prudent business
practice,  (b) are in full force and effect,  (c) are  sufficient  for  material
compliance by each Company with all  requirements  of law and all  agreements to
which each  Company is a party,  (d) provide that they will remain in full force
and  effect  through  the  respective  dates  set forth in  Section  4.15 of the
Disclosure  Schedule,  (e) will not in any way be affected  by, or  terminate or
lapse by reason of, the transactions  contemplated by this Agreement and (f) are
not  subject  to  termination  at the  option of the  insurer.  No Company is in
default with respect to its obligations under any of such insurance policies and
has  not  received  any  notification  of  cancellation  of any  such  insurance
policies.  All of  Datapoint  Germany I GmbH's  insurance  policies  are  freely
assignable to Datapoint  Germany II GmbH.  Since January 1, 1999, there has been
no material  adverse  change in any  Datapoint  Entity's  relationship  with its
insurers, or in the premiums payable under its policies.                        

         4.16.  Contracts.  Section 4.16 of the Disclosure Schedule sets forth a
complete and accurate  list of all contracts to which each Company is a party or
by which each Company is bound or to which each  Company is subject,  except (a)
contracts  entered into in the ordinary course of business after the date hereof
and prior to the Closing, which will be identified to the Buyer in writing prior
to the Closing, (b) non-material contracts terminable by any Company upon thirty
(30) days' notice or less without the payment of any termination fee or penalty,
and (c) contracts listed in other Sections of the Disclosure  Schedule.  As used
in this Section 4.16, the word "contract"  means and includes every agreement or
understanding of any kind,  written or oral, which is legally  enforceable by or
against  any  Company,  and  specifically   includes  (a)  contracts  and  other
agreements with any current or former officer, director, employee, consultant or
shareholder or any partnership,  corporation,  joint venture or any other entity
in which any such person has an interest; (b) agreements with any labor union or
association  representing  any employee;  (c) contracts and other agreements for
the  provision  of  services  by each  Company;  (d)  bonds  or  other  security
agreements  provided  by any  party  in  connection  with the  business  of each
Company; (e) contracts and other agreements for the sale of any of any Company's
assets or  properties  other than in the ordinary  course of business or for the
grant to any person of any preferential  rights to purchase any of the assets or
properties of any Company;  (f) joint venture agreements relating to the assets,
properties  or business of each Company or by or to which each Company or any of
its assets or properties are bound or subject; (g) contracts or other agreements
under which each Company  agrees to indemnify any party,  to share Tax liability
of any party, or to refrain from competing with any party;  (h) any contracts or
other agreements with regard to Indebtedness; or (i) any other contract or other
agreement  whether or not made in the ordinary  course of business.  The Sellers
have  delivered  to the Buyer  true,  correct  and  complete  copies of all such
contracts,  together with all modifications and supplements thereto. Each of the
contracts listed in Section 4.16 of the Disclosure  Schedule or any of the other
Sections in the Disclosure  Schedule is in full force and effect,  no Company is
in breach of any of the material  provisions of any such  contract,  nor, to the
knowledge of any  Datapoint  Entity,  is any other party to any such contract in
default  thereunder,  nor does any event or condition exist which with notice or
the passage of time or both would constitute a default thereunder.  Each Company
has in all material respects performed all obligations  required to be performed
by it to date  under each such  contract.  Subject to  obtaining  any  necessary
consents by the other party or parties to any such contract (the  requirement of
any such consent being reflected in Section 4.16 of the Disclosure Schedule), no
contract  includes  any  provision  the  effect  of which may be to  enlarge  or
accelerate  any  obligations  of  the  Buyer  after  the   consummation  of  the
transactions  contemplated  hereby or give additional  rights to any other party
thereto or will in any other way be affected by, or terminate or lapse by reason
of, the  transactions  contemplated  by this  Agreement.  Except as set forth on
Section 4.16 of the Disclosure Schedule, no Datapoint Entity is subject to, or a
party  to,  any  charter,   by-law,  mortgage,  lien,  lease,  license,  permit,
agreement,  contract,  instrument,  law,  rule,  ordinance,  regulation,  order,
judgment or decree, or any other restriction of any kind or character, which (a)
could reasonably be expected to have a Material Adverse Effect,  (b) which would
prevent  consummation  of  the  transactions  contemplated  by  this  Agreement,
compliance by any Datapoint  Entity with the terms,  conditions  and  provisions
hereof or the  continued  operation  of any  Company's  business  after the date
hereof  or the  Closing  Date on  substantially  the same  basis  as  heretofore
operated,  or (c) would  restrict  the  ability of any  Company  to acquire  any
property or conduct business in any area.                                       

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         4.17. Compensation of and Contracts with Employees. Section 4.17 of the
Disclosure  Schedule  sets forth a complete  and  accurate  list in all material
respects of each full-time employee of each Company and the rate,  character and
amount of the  compensation  being  provided to such employee as of December 31,
1999.  Except as listed in Section 4.17 of the Disclosure  Schedule,  no Company
has any  employment  agreement,  written  or  oral,  with any  currently  active
employee,  including  any  agreement to provide any bonus or benefit to any such
employee.  Except as set forth in Section 4.17 of the  Disclosure  Schedule,  no
Company has  outstanding  loans or advances to  employees.  Each Company has, in
relation to each of its officers and employees (and, so far as relevant, to each
of its former officers and employees)  complied with all obligations  imposed on
it by, and all orders and awards made under, all statutes, regulations, codes of
conduct and practice,  collective  agreements and customs and practices relevant
to the relations  between it and its  employees or any trades  union,  or to the
conditions of service of its employees  (including  any national  legislation on
working  time  derived  from  Council  Directive  93/104/EC).  In the 12  months
preceding the date of this Agreement,  no Company has been a party to a transfer
(within the meaning of Council Directive  77/187/EEC) or failed to comply with a
duty to inform and consult a trade union under such Council Directive.          

4.18. Employee Benefit Plans.                                 
----------------------                            

(a)       Foreign Employee Benefit Plans.   

                           (i) List of Plans.  Set forth in  Section  4.18(a) of
                  the  Disclosure  Schedule is an accurate and complete  list of
                  each  Foreign  Employee  Benefit  Plan  other  than a  Foreign
                  Governmental  Employee Benefit Plan. Also set forth in Section
                  4.18(a) of the Disclosure Schedule is a general description of
    each Foreign Governmental Employee Benefit Plan.

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                           (ii) Status, Operation, Liabilities,  Documents, etc.
                  Each  Foreign  Employee  Benefit  Plan  other  than a  Foreign
                  Collectively  Bargained  Employee  Benefit  Plan or a  Foreign
                  Governmental  Employee  Benefit  Plan has been  maintained  in
                  compliance with its terms and with the requirements of any and
                  all applicable laws, statutes,  rules,  regulations and orders
                  and has been maintained, where required, in good standing with
                  applicable regulatory authorities.  All contributions required
                  to be made with respect to each Foreign  Employee Benefit Plan
                  have  been  timely  made.  Neither  a  Company  nor any of its
                  Subsidiaries  has incurred any  obligation in connection  with
                  the termination of, or withdrawal  from, any Foreign  Employee
                  Benefit  Plan.  Except as described on Section  4.18(a) of the
                  Disclosure Schedule,  the present value of the accrued benefit
                  liabilities  (whether or not vested) attributable to employees
                  of a Company or any of its Subsidiaries or for which a Company
                  or any of its  Subsidiaries  is or may be  liable  under  each
                  Foreign  Employee Benefit Plan that is a pension or retirement
                  plan (including,  without limitation, any superannuation fund)
                  or  that   provides   for   actuarially-determined   benefits,
                  determined  as of the end of the most  recently  ended  fiscal
                  year  of such  Company  or  Subsidiary,  on the  basis  of the
                  actuarial  assumptions  used in the latest  valuation  of such
                  Plan did not  exceed the  current  value of the assets of such
                  Foreign  Employee  Benefit  Plan  allocable  to  such  benefit
                  liabilities,   or,  alternatively,   a  Company  or  any  such
                  subsidiary has established  adequate  reserves for the present
                  value  of such  accrued  benefit  liabilities,  determined  as
                  described  herein,  in the  Financial  Statements  prepared in
                  accordance  with  Section  4.8 hereof and in  calculating  the
                  Aggregate   Liabilities.   No   action,   litigation,   audit,
                  examination,  investigation or  administrative  proceeding has
                  been made,  commenced  or, to the  knowledge of any  Datapoint
                  Entity,  threatened  with  respect  to  any  Foreign  Employee
                  Benefit Plan (other than routine  claims for benefits  payable
                  in the ordinary  course) that would  reasonably be expected to
                  result in a liability of a Company or any of its Subsidiaries.
                  No  Foreign  Employee  Benefit  Plan  which  is not a  Foreign
                  Collectively  Bargained  Employee  Benefit  Plan or a  Foreign
                  Governmental    Employee    Benefit    Plan    provides    for
                  post-employment or retiree health, life insurance and/or other
                  welfare benefits and having unfunded liabilities,  and neither
                  a Company nor any of its  Subsidiaries  has any  obligation to
                  provide any such  benefits to any retired or former  employees
                  or active  employees  following such employees'  retirement or
                  termination  of service and no proposals  have been  announced
                  for  the   establishment  of  any  new  arrangements  for  the
                  provision  of such  benefits.  There are no  liabilities  of a
                  Company or any of its Subsidiaries with respect to any Foreign
                  Employee  Benefit  Plan  that  are not  accrued  or  otherwise
                  disclosed in the Financial  Statements  prepared in accordance
                  with   Section  4.8  hereof  and  that  are  not  included  in
                  calculating  the  Aggregate   Liabilities.   No  condition  or
                  circumstance  exists  that  would  prevent  the  amendment  or
                  termination of any Foreign  Employee Benefit Plan other than a
                  Foreign  Collectively  Bargained  Employee  Benefit  Plan or a
                  Foreign  Governmental  Employee  Benefit Plan. With respect to
                  each  Foreign  Employee  Benefit  Plan  other  than a  Foreign
                  Collectively  Bargained  Employee  Benefit  Plan or a  Foreign
                  Governmental  Employee Benefit Plan, and, with respect to each
                  Foreign Collectively  Bargained Employee Benefit Plan and each
                  Foreign  Governmental  Employee Benefit Plan, to the knowledge
                  of  any  Datapoint  Entity,  no  event  has  occurred  and  no
                  condition or  circumstance  has existed that could result in a
                  material  increase  in the  benefits  under or the  expense of
                  maintaining  any such Foreign  Employee  Benefit Plan from the
                  level of  benefits  or expense  incurred  for the most  recent
                  fiscal year ended thereof. The execution of this Agreement and
                  the  consummation of the transactions  contemplated  hereby do
                  not constitute a triggering  event under any Foreign  Employee
                  Benefit  Plan,  whether  or  not  legally  enforceable,  which
                  (either  alone or upon the  occurrence  of any  additional  or
                  subsequent   event)  will  or  may  result  in  any   payment,
                  acceleration,  vesting or increase in benefits to any employee
                  or former  employee  or  director  of a Company  or any of its
                  Subsidiaries.  No Foreign  Employee  Benefit Plan provides for
                  the payment of  severance,  termination,  change in control or
                  similar-type payments or benefits. The Parent has delivered or
                  caused to be  delivered  to the  Purchaser  or its counsel (A)
                  true and  complete  copies of each  Foreign  Employee  Benefit
                  Plan,  other than a Foreign  Collectively  Bargained  Employee
                  Benefit Plan or a Foreign Governmental  Employee Benefit Plan,
                  together with all amendments thereto, and, if applicable,  all
                  current  trust  agreements  and other  documents  establishing
                  other  funding  arrangements,  together  with  all  amendments
                  thereto,  and the latest  financial  statements  and actuarial
                  valuation  report,  as applicable,  thereof,  and (B) true and
                  complete   copies  of,  or  a  description  of,  each  Foreign
                  Governmental   Employee   Benefit   Plan  and   each   Foreign
                  Collectively  Bargained Employee Benefit Plan, as well as each
                  agreement  creating an obligation of the Company or Subsidiary
                  to a Foreign  Collectively  Bargained  Employee  Benefit Plan.
                  Each Foreign  Employee Benefit Plan complies with and has been
                  administered in all respects in accordance with all applicable
                  legislation,  regulations and requirements  (including,  where
                  applicable,  insofar  as  may be  necessary  to  maintain  the
                  approved status of such Foreign Employee Benefit Plan).  There
                  are no  disputes,  claims or  proceedings  (other than routine
                  claims  for  benefits)  in  relation  to any  of  the  Foreign
                  Employee  Benefit  Plans  and  no  such  disputes,  claims  or
proceedings are pending or threatened.      

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(b)  U.S. Employee Benefit Plans.           

                           Set  forth  on  Schedule  4.18(b)  of the  Disclosure
                  Schedule  is a true and  complete  list of each U.S.  Employee
                  Benefit  Plan.  Neither  the  Parent nor any Seller nor any of
                  their   Affiliates   (nor  any   employer   (whether   or  not
                  incorporated)  that would be treated together with the Parent,
                  any Seller,  or any such Affiliate as a single employer within
                  the meaning of Section 414 of the Code),  has ever  maintained
                  or contributed  to, or had any obligation to contribute to (or
                  borne any  liability  with respect to) any  "employee  pension
                  benefit  plan,"  within the meaning of Section  3(2) of ERISA,
                  that is a "multiemployer  plan," within the meaning of Section
                  3(37) of ERISA,  or  subject to  Section  412 of the Code,  or
                  Section 302 or Title IV of ERISA.  Each U.S.  Employee Benefit
                  Plan  intended to be  qualified  under  Section  401(a) of the
                  Code,  has, as currently in effect,  been  determined to be so
                  qualified  by the  IRS,  and  since  the  date  of  each  such
                  determination,  no event  has  occurred  and no  condition  or
                  circumstance  has existed that resulted or is likely to result
                  in the  revocation of any such  determination.  The Parent and
                  each Seller have complied in all respects with the  applicable
                  requirements  of Part 6 of  Subtitle B of Title I of ERISA and
                  Section 4980B of the Code ("COBRA"),  and will comply with all
                  COBRA obligations  arising in connection with the transactions
                  contemplated  hereby, and neither the Parent nor any Seller is
                  subject  to  any  liability  as a  result  of any  failure  to
                  administer  or operate any "group  health plan" (as defined in
                  COBRA) in compliance with COBRA. Full payment has been made of
                  all  amounts  which the  Parent and each  Seller are  required
                  under  applicable law or under any U.S.  Employee Benefit Plan
                  or any agreement relating to any U.S. Employee Benefit Plan to
                  have paid as  contributions  or premiums  thereunder as of the
                  last day of the most recent fiscal year of such U.S.  Employee
                  Benefit Plan ended prior to the date hereof.  No litigation or
                  administrative  or other  proceeding,  audit,  examination  or
                  investigation  is  pending  or  asserted,   or,  to  the  best
                  knowledge of any Datapoint Entity, threatened,  anticipated or
                  expected  to be  asserted  with  respect to any U.S.  Employee
                  Benefit  Plan or the  assets  of any  such  plan  (other  than
                  routine claims for benefits  arising in the ordinary  course).
                  The execution of this  Agreement and the  consummation  of the
                  transactions   contemplated   hereby,   do  not  constitute  a
                  triggering event under any U.S. Employee Benefit Plan, policy,
                  arrangement,  statement,  commitment or agreement,  whether or
                  not  legally  enforceable,  which  (either  alone  or upon the
                  occurrence of any additional or subsequent  event) will or may
                  result in any payment (whether of severance pay or otherwise),
                  "parachute  payment"  (as such term is defined in Section 280G
                  of the Code), acceleration, vesting or increase in benefits to
                  any  present or former  employee  or director of the Parent or
                  any  Seller.  Neither  the  Parent  nor  any  Seller  has  any
                  obligation  under any U.S.  Employee Benefit Plan or otherwise
                  to provide  post-employment or retiree welfare benefits to any
                  former  employee or any other person,  except as  specifically
required by COBRA.                          

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         4.19.  Labor  Relations.  Except  as set forth in  Section  4.19 of the
Disclosure Schedule, each Company is in compliance in all material respects with
all foreign,  federal, state and local laws respecting employment and employment
practices,   terms  and   conditions   of   employment,   wages  and  hours  and
nondiscrimination  in  employment,  and  is not  engaged  in  any  unfair  labor
practice.  Except as set forth in Section 4.19 of the Disclosure Schedule, there
is no charge  pending or, to the knowledge of any Datapoint  Entity,  threatened
against any Company alleging any unlawful discrimination in employment practices
or any unfair  labor  practices  before any  court,  regulatory  agency or other
authority. There is no labor strike, dispute, slow-down or work stoppage pending
or, to the knowledge of any Datapoint  Entity,  threatened  against or involving
any Company.  Except as set forth in Section 4.19 of the Disclosure Schedule, no
Person has  petitioned  within  the last  three (3) years,  and no Person is now
petitioning, for union representation of any employees of any Company. Except as
set  forth  in  Section  4.19  of  the  Disclosure  Schedule,  no  grievance  or
arbitration  proceeding  arising  out  of or  under  any  collective  bargaining
agreement  is  pending  against  any  Company  and no  claim  therefor  has been
asserted.  Except as described in Section 4.19 of the Disclosure Schedule,  none
of the  employees  of any  Company  is  covered  by  any  collective  bargaining
agreement,  and no collective bargaining agreement is currently being negotiated
by any Company.  Except as fully  described  in Section  4.19 of the  Disclosure
Schedule,  no Company has experienced any work stoppage during the last five (5)
years. No Company has initiated negotiations for the establishment of a European
Works Council  (within the meaning of Council  Directive  4/45/EC) or received a
request  from 100 or more  employees  or their  representatives  in at least two
undertakings or  establishments  in at least two different  member states of the
European Community for the initiation of such negotiations.                     

         4.20. Trademarks, Patents, Etc. Section 4.20 of the Disclosure Schedule
sets forth a complete and accurate  list of all  Intellectual  Property  used or
proposed  to be used by each  Company  or by the Parent in  connection  with the
European  Operations,  and all  licenses  (as  licensee or  licensor)  and other
agreements  relating thereto.  Each such license or written agreement is a legal
valid and binding  obligation  of such Company and each of the parties  thereto,
enforceable in accordance with the terms thereof. Except to the extent set forth
in Section 4.20 of the Disclosure Schedule and except as otherwise  contemplated
under  Section 2 hereof,  each  Company  (or the Parent as regards  Intellectual
Property  used or  proposed  to be used by the  Parent  in  connection  with the
European  Operations)  owns or has the sole and  exclusive  right to use without
restrictions all Intellectual  Property,  free and clear of any liens,  security
interests,  charges, encumbrances and other adverse claims, used as or necessary
for the ordinary course of business as presently  conducted or as proposed to be
conducted, and such rights will not be adversely affected by the consummation of
the transactions  contemplated  hereby.  Within the four year period immediately
prior to the date of this Agreement, the business of each Company (or the Parent
as regards  Intellectual  Property  used or proposed to be used by the Parent in
connection with the European  Operations)  made use of no Intellectual  Property
other than such  Intellectual  Property listed on Section 4.20 of the Disclosure
Schedule.  All  Intellectual  Property  listed on Section 4.20 of the Disclosure
Schedule has been duly registered  with,  filed in, or issued by the appropriate
domestic or foreign governmental  agency, to the extent required,  and each such
registration,  filing and issuance remains in full force and effect, and, in the
case of  Intellectual  Property  of  Datapoint  Germany  I GmbH,  will have been
validly assigned to Datapoint Germany II GmbH prior to the Closing. Each Company
(or the Parent as regards  Intellectual  Property used or proposed to be used by
the Parent in connection  with the European  Operations) has the exclusive right
to file,  prosecute and maintain all applications and registrations with respect
to the  Intellectual  Property  that is owned by the  Company  (or the Parent as
regards  Intellectual  Property  used or  proposed  to be used by the  Parent in
connection with the European Operations).  No claims have been asserted,  and no
claims are pending, by any Person regarding the use of any Intellectual Property
or  challenging  or  questioning  the  validity or  effectiveness  of any of the
Intellectual Property,  licenses or agreements,  and, there is no basis for such
claim. The use by each Company (or the Parent as regards  Intellectual  Property
used or  proposed  to be used by the  Parent  in  connection  with the  European
Operations) of any Intellectual Property in the ordinary course of business does
not infringe on the rights of any Person.                                       

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         4.21. Suppliers and Customers.  Section 4.21 of the Disclosure Schedule
sets forth the ten (10) largest suppliers and ten (10) largest customers of each
Company  as of the date  hereof,  based on the  dollar  amount of sales for each
Company's  1999  fiscal  year.  The  relationships  of each  Company  with  such
suppliers and customers are good commercial working relationships. Except as set
forth in Section  4.21 of the  Disclosure  Schedule,  no supplier or customer of
material  importance  to  any  Company's  business  has  canceled  or  otherwise
terminated,  or threatened to cancel or otherwise to terminate, its relationship
with  such  Company,  or has  during  the  last  twelve  (12)  months  decreased
materially, or overtly threatened to decrease or limit materially, its services,
supplies  or  materials  for use in such  Company's  business,  or its  usage or
purchase of the services or products of such Company except for normal  cyclical
changes  related to customers'  businesses.  To the knowledge of each  Datapoint
Entity,   no  such   supplier  or  customer   intends  to  cancel  or  otherwise
substantially modify its relationship with any Company or to decrease materially
or limit its  services,  supplies or materials  to any Company,  or its usage or
purchase of any Company's  services or products,  and the  communication  of the
transactions  contemplated  hereby will not adversely affect the relationship of
any Company with any such supplier or customer.                                 

         4.22. Accounts  Receivable.  Except as set forth in Section 4.22 of the
Disclosure Schedule and with respect to the Intercompany  Accounts, all accounts
and notes receivable reflected in the Financial Statements, and all accounts and
notes receivable arising subsequent to the respective dates thereof, have arisen
in the ordinary course of business,  represent valid  obligations  owing to each
Company,  and have been collected or are  collectible in the aggregate  recorded
amounts thereof (less amounts for doubtful  accounts  reflected in the Financial
Statements,  or in the  case  of  any  accounts  and  notes  receivable  arising
subsequent to the respective dates thereof,  less amounts for doubtful  accounts
consistent  with each Company's  past practice) in accordance  with their terms;
and to the knowledge of each Datapoint Entity,  none of such accounts receivable
or other debts is, or at the Closing Date will be,  subject to any  counterclaim
or set-off except to the extent of any such provision or reserve. There has been
no material  change since the date of the Financial  Statements in the amount of
accounts   receivable  or  other  debts  due  each  Company  or  its  respective
subsidiaries or the allowances with respect thereto, or accounts payable of each
Company and its subsidiaries, from that reflected in the Financial Statements.  

         4.23. No Undisclosed Liabilities. Except to the extent (a) reflected or
reserved  against in the  Financial  Statements,  (b)  incurred in the  ordinary
course of business after the dates of the Financial Statements, (c) described in
the Disclosure Schedule,  including Section 4.23 of the Disclosure Schedule,  or
(d) with respect to the Intercompany Accounts, no Company has any liabilities or
obligations of any nature,  whether accrued,  absolute,  contingent or otherwise
(including  without  limitation  as  guarantor  or  otherwise  with  respect  to
obligations of others), other than performance  obligations with respect to each
Company's  contracts  that would not be  required  to be  reflected  or reserved
against on a balance sheet prepared in accordance  with United States  generally
accepted accounting principles, or in the footnotes thereto.                    

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4.24.  Taxes.                                                 
-----                                           

                  (a) Tax  Returns.  The Parent and the  Companies  have  timely
filed or caused to be timely filed with the appropriate  taxing  authorities all
returns,  statements,  forms and reports for Taxes ("Returns") that are required
to be filed by, or with respect to, the Companies and the Acquired  Assets on or
prior to the Closing Date. The Returns have  accurately  reflected all liability
for Taxes of, or with respect to, the Companies and the Acquired  Assets for the
periods covered thereby.                                                        

                  (b)  Payment of Taxes.  All Taxes and Tax  liabilities  of, or
with respect to, the Companies and the Acquired  Assets for all taxable years or
periods that end on or before the Closing Date and,  with respect to any taxable
year or period  beginning  before and ending after the Closing Date, the portion
of such  taxable  year or  period  ending  on and  including  the  Closing  Date
("Pre-Closing  Period") have been timely paid in full on or prior to the Closing
Date,  except for Taxes of the Companies  that have been accrued and  adequately
disclosed and fully provided for on the Closing Balance Sheet.                  

                  (c) Other Tax Matters. (i) Except as set forth in Section 4.24
of the  Disclosure  Schedule,  since  January  1,  1995,  none of the  Datapoint
Entities has been the subject of an audit or other  examination  of Taxes by the
tax  authorities  of any nation,  state or locality  with  respect to any of the
Companies or the Acquired Assets and none of the Datapoint Entities has received
any notices from any taxing  authority  relating to any issue which could affect
the Tax  liability  of any of, or with  respect to any of the  Companies  or the
Acquired Assets.                                                                

         (ii)  Except as set forth in Section 4.24 of the  Disclosure  Schedule,
               none of the Datapoint  Entities,  as of the Closing Date, (A) has
               entered  into an  agreement  or waiver or has been  requested  to
               enter  into an  agreement  or waiver  extending  any  statute  of
               limitations relating to the payment or collection of Taxes of any
               of the Companies,  (B) is presently  contesting any Tax liability
               of any of the Companies  before any court,  tribunal or agency or
               (C) has  applied  for and/or  received a ruling or  determination
               from  a  taxing   authority   regarding  a  past  or  prospective
transaction of any of the Companies.              

         (iii) Except as set forth in Section 4.24 of the  Disclosure  Schedule,
               none  of  the  Datapoint   Entities  has  been  included  in  any
               "consolidated," "unitary" or "combined" Return provided for under
               the law of any jurisdiction or any state or locality with respect
               to  Taxes  for any  taxable  period  for  which  the  statute  of
limitations has not expired.                      

         (iv)  All  Taxes  which  each of the  Datapoint  Entities  is (or  was)
               required by law to withhold or collect have been duly withheld or
               collected,   and  have  been  timely  paid  over  to  the  proper
authorities to the extent due and payable.        

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         (v)   No  claim  has  ever  been  made  by any  taxing  authority  in a
               jurisdiction where any of the Companies does not file Tax Returns
               that any of the  Companies  is or may be subject to  taxation  by
that jurisdiction.                                

         (vi)  There are no tax sharing, allocation,  indemnification or similar
               agreements in effect as between any of the Datapoint  Entities or
               any  predecessor  or  affiliate   thereof  and  any  other  party
               (including  the Parent and the  Sellers and any  predecessors  or
               affiliates thereof) under which the Buyer or any Company could be
liable for any Taxes or other claims of any party.

         (vii) None of the Companies has applied for, been granted, or agreed to
               any  accounting  method  change for which it will be  required to
               take  into  account  any  adjustment  under  the tax  laws of any
nation, state or locality.                        

         (viii)None  of the  Companies  is a party  to any  agreement  with  any
               employee that would  require it or any affiliate  thereof to make
               any  payment  that  would  not be  deductible  by  the  employing
Company.                                          

         (x)   None of the Companies is a "United  States real property  holding
               corporation" within the meaning of Section 897(c)(2) of the Code.

         (xi) The Parent is not a "foreign person" within the meaning of Section
1445 of the Code.                                                               

         4.25. Ancillary Assets and Business. Except for the respective business
conducted by the Companies,  and except with respect to the businesses conducted
by the entities listed on Schedule C hereto,  none of the Parent,  any Seller or
any of their respective  Affiliates  (other than the Companies) has any material
assets used in or relating to the business conducted or in the case of Datapoint
Germany II GmbH, to be conducted,  by the Companies,  nor do any of them conduct
any material business in Europe.                                                

     4.26.   Broker.  No  Datapoint  Entity  has  retained,   utilized  or  been
represented by any broker,  agent, finder or intermediary in connection with the
negotiation or consummation of the transactions contemplated by this Agreement. 

         4.27.  Potential Conflicts of Interest.  Except as set forth in Section
4.27 of the  Disclosure  Schedule,  neither the Parent nor any of its Affiliates
(a) owns,  directly or  indirectly,  any interest in (excepting not more than 5%
stock holdings for investment purposes in securities of publicly held and traded
companies)  or is an officer,  director,  employee or  consultant  of any Person
which is a competitor,  lessor, lessee, customer or supplier of any Company; (b)
owns,  directly or  indirectly,  in whole or in part, any tangible or intangible
property  which such Company is using or the use of which is  necessary  for the
business  of such  Company;  or (c) has any  cause  of  action  or  other  claim
whatsoever  against,  or owes any amount to, such Company,  except for claims in
the  ordinary  course of business,  such as for accrued  vacation  pay,  accrued
benefits under Employee Benefit Plans and similar matters and agreements.       

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         4.28. Bank Accounts,  Signing Authority,  Powers of Attorney. Except as
set forth in Section 4.28 of the Disclosure Schedule,  no Company has an account
or safe deposit box in any bank, and no Person has any power,  whether singly or
jointly,  to sign any checks on behalf of any Company,  to withdraw any money or
other property from any bank,  brokerage or other account of any Company,  or to
act under any  power of  attorney  granted  by any  Company  at any time for any
purpose.  Section 4.28 of the Disclosure  Schedule  hereto also sets forth,  the
names of all persons  authorized to borrow money or sign notes on behalf of each
Company.                                                                        

         4.29.  Minute Books. The minute books of each Company made available to
the Buyer for  inspection,  to the extent each such  Company  maintains a minute
book, accurately record therein all of the meetings of, and all material actions
taken by the Boards of Directors and shareholders of each Company. Except as set
forth in Section  4.29 of the  Disclosure  Schedule,  no Company  has any of its
records, systems,  controls, data or information recorded,  stored,  maintained,
operated  or  otherwise  wholly  or partly  dependent  upon or held by any means
(including  any  electronic,   mechanical  or  photographic   process,   whether
computerized or not) which (including all means of access thereto and therefrom)
are not under the exclusive ownership and direct control of such Company.       

         4.30. Sophistication of the Sellers and the Parent. The Sellers and the
Parent are  represented  by legal counsel in connection  with this Agreement and
the transactions  contemplated hereby, and the Sellers and the Parent are not in
a disparate bargaining position relative to the Buyer.                          

         4.31.  No Changes  Since  Balance  Sheet Date.  Since the Balance Sheet
Date, except as expressly  contemplated by this Agreement or approved in writing
by the Buyer,  no Company has (a) incurred any  liability or  obligation  of any
nature  (whether  accrued,  absolute,  contingent or  otherwise),  except in the
ordinary course of business,  (b) permitted any of its assets to be subjected to
any mortgage,  pledge,  lien,  security  interest,  encumbrance,  restriction or
charge of any kind, (c) sold,  transferred  or otherwise  disposed of any assets
except in the ordinary course of business,  (d) made any capital  expenditure or
commitment therefor,  except in the ordinary course of business, (e) declared or
paid any dividend or made any  distribution  on any shares of its capital stock,
(f) redeemed,  purchased or otherwise  acquired any shares of its capital stock,
(g) granted or issued any option,  warrant or other right to purchase or acquire
any  shares  of its  capital  stock,  (h)  made  any  bonus  or  profit  sharing
distribution or payment of any kind, (i) increased its indebtedness for borrowed
money,  except current borrowings from banks in the ordinary course of business,
or made any loan to any Person,  (j) written off as  uncollectible  any notes or
accounts  receivable,  except  write-offs  in the  ordinary  course of  business
charged to applicable  reserves,  none of which individually or in the aggregate
is material  to such  Company,  (k)  granted any  increase in the rate of wages,
salaries,  bonuses or other  remuneration  of any  executive  employee  or other
employees, except in the ordinary course of business, (l) canceled or waived any
claims or rights of  substantial  value,  (m) made any  change in any  method of
accounting or auditing practice, (n) otherwise conducted its business or entered
into any  transaction,  except  in the  usual  and  ordinary  manner  and in the
ordinary course of business, (o) agreed, whether or not in writing, to do any of
the foregoing; provided, that the foregoing shall not prohibit (i) the making of
any  non-cash  dividend  in  connection  with the  termination  of  Intercompany
Accounts,  (ii) the  cancellation  of Intercompany  Accounts,  (iii) any bonuses
payable by the Parent or a Seller  solely out of the  proceeds  of the  Purchase
Price or (iv) payments to the Parent or any  Subsidiary of the Parent other than
a Company in  accordance  with the  timetable  and up to the  amounts set out in
Schedule F.                                                                     

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     4.32.  Acquired  Assets.  The  Acquired  Assets are the only  assets of the
Parent or any of its Subsidiaries  (other than the Companies)  currently used in
the European Operations.                                                        

         4.33.  Disclosure.  No  representation or warranty by the Parent or any
Seller  in  this  Agreement  or in any  exhibit,  schedule,  written  statement,
certificate or other document delivered or to be delivered to the Buyer pursuant
hereto or in connection with the consummation of the  transactions  contemplated
hereby contains or will contain any untrue statement of a material fact or omits
or will omit to state a material fact required to be stated therein or necessary
to make the statements contained therein not misleading or necessary in order to
provide  the Buyer with  proper and  complete  information  as to the  business,
condition,  operations and prospects of each Company.  There is no fact known to
any  Datapoint  Entity  which  could  reasonably  be expected to have a Material
Adverse  Effect which has not been set forth in this  Agreement,  the  Financial
Statements  or in any  Schedule,  Exhibit  or  Certificate  attached  hereto  or
delivered pursuant to this Agreement. The Companies are the only Subsidiaries of
the Parent which comprise the European Operations.                              

     5.  REPRESENTATIONS  AND WARRANTIES OF THE BUYER.  The Buyer represents and
warrants to the Sellers as follows:                                             

         5.1. Organization of Buyer; Authority.  The Buyer is a limited company,
validly  existing and in good standing under the laws of England and Wales.  The
Buyer has all requisite corporate power and authority to execute and deliver the
Transaction Documents to which it is a party and to carry out all of the actions
required of it pursuant to the terms of such Transaction Documents.             

         5.2.  Corporate  Approval;  Binding Effect.  The Buyer has obtained all
necessary  authorizations  and approvals required for the execution and delivery
of the Transaction  Documents to which it is a party and the consummation of the
transactions  contemplated hereby and thereby. Each of the Transaction Documents
to which the Buyer is a party has been or will be duly executed and delivered by
the Buyer and  constitutes  or will  constitute  when executed and delivered the
legal, valid and binding obligation of the Buyer,  enforceable against the Buyer
in accordance with its terms, except as enforceability thereof may be limited by
any applicable  bankruptcy,  reorganization,  insolvency or other laws affecting
creditors' rights generally or by general principles of equity.                 

         5.3. Non-Contravention.  The execution and delivery by the Buyer of the
Transaction  Documents to which it is a party and the  consummation by the Buyer
of the transactions  contemplated  thereby (i) will not violate any provision of
the Articles of  Incorporation or By-Laws or other  organizational  documents of
the Buyer, (ii) will not violate any statute, rule, regulation,  order or decree
of any public body or  authority by which the Buyer is bound or which is binding
upon any of its  properties  or assets and (c) will not result in a violation or
breach of, or  constitute  a default  under,  any  license,  franchise,  permit,
indenture,  agreement or other  instrument to which the Buyer is a party,  or by
which the Buyer or any of its assets or properties is bound,  excluding from the
foregoing  clauses (b) and (c) violations,  breaches or defaults  which,  either
individually  or in the aggregate,  would not prevent the Buyer from  performing
its  obligations  under  this  Agreement  or  consummation  of the  transactions
contemplated by this Agreement.                                                 

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         5.4. Governmental Consents. Subject to obtaining the requisite approval
of the Bankruptcy  Court as contemplated  under Section 6.6 hereof,  no consent,
approval or authorization of, or registration, qualification or filing with, any
governmental  agency or authority is required for the  execution and delivery by
the  Buyer  of the  Transaction  Documents  to  which  it is a party  or for the
consummation by the Buyer of the transactions contemplated hereby or thereby.   

     5.5. Broker. Other than KPMG Corporate Finance, the Buyer has not retained,
utilized or been represented by any broker,  agent, finder or other intermediary
in  connection  with  the  negotiation  or  consummation  of  the   transactions
contemplated by this Agreement.                                                 

         5.6.  Sophistication  of the Buyer.  The Buyer is  represented by legal
counsel in  connection  with this  Agreement and the  transactions  contemplated
hereby, and the Buyer is not in a disparate  bargaining position relative to the
Parent and the Sellers.                                                         

     6. CONDUCT OF BUSINESS PENDING CLOSING. The Sellers and the Parent, jointly
and  severally,  covenant  and  agree  that,  from  and  after  the date of this
Agreement and until the Closing,  except as otherwise  specifically consented to
or approved by the Buyer in writing:                                            

         6.1.  Conduct of  Business.  During  the  period  from the date of this
Agreement  to the  Closing  Date,  the Parent and the  Sellers  shall  cause the
Companies  to  conduct  their  respective  operations  only  according  to their
ordinary  and usual course of business and to use their best efforts to preserve
intact their respective business  organizations,  keep available the services of
their  officers and  employees  and  maintain  satisfactory  relationships  with
licensors,   suppliers,   distributors,   clients  and  others  having  business
relationships with them.  Notwithstanding  the immediately  preceding  sentence,
prior to the  Closing  Date,  except as may be first  approved in writing by the
Buyer or as is otherwise permitted or required by this Agreement, the Parent and
the  Sellers  will  cause  (a)  the  Companies'   respective   Certificates   of
Incorporation and By-Laws and other organizational documents to be maintained in
their form on the date of this  Agreement,  (b) the  compensation  payable or to
become  payable by any  Company to any  officer,  employee  or agent  being paid
$50,000 per year or more on the  Balance  Sheet Date to be  maintained  at their
levels on the date of this  Agreement,  (c) the Companies to refrain from making
any bonus (other than  bonuses paid by the Parent or a Seller  solely out of the
proceeds of the Purchase  Price),  pension,  retirement or insurance  payment or
arrangement  to or with any such persons except those that may have already been
accrued,  (d) the  Companies  to refrain  from  entering  into any  contract  or
commitment  except  contracts  in the  ordinary  course  of  business,  (e)  the
Companies to refrain from making any change  affecting any bank, safe deposit or
power of attorney  arrangements  of any Company and (f) the Companies to refrain
from taking any of the actions  referred to in Section 4.31.  The Parent and the
Sellers  agree not to take any action,  or omit to take any action,  which would
cause the  representations  and  warranties  contained in Article 4 hereof to be
untrue or  incorrect.  During the period from the date of this  Agreement to the
Closing Date,  the Parent and the Sellers shall confer on a regular and frequent
basis  with  one or more  designated  representatives  of the  Buyer  to  report
material  operational  matters  and to report  the  general  status  of  ongoing
operations.  The Parent and the Sellers  shall notify  Parent of any  unexpected
emergency  or other  change  in the  normal  course  of its  business  or in the
operation of its properties and of any governmental  complaints,  investigations
or hearings (or  communications  indicating that the same may be  contemplated),
adjudicatory proceedings,  budget meetings or submissions involving any material
property of any Company, and to keep the Buyer fully informed of such events and
permit its representatives prompt access to all materials prepared in connection
therewith.                                                                      

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         6.2.  Review of the Company.  The Buyer may, prior to the Closing Date,
directly  or  through  its  representatives,  review the  properties,  books and
records of the Companies and their  financial and legal  condition to the extent
it deems  necessary or advisable to familiarize  itself with such properties and
other matters;  such review shall not, however,  affect the  representations and
warranties  made by the Parent and the Sellers in this Agreement or the remedies
of the Buyer for breaches of those  representations  and warranties.  The Parent
and  the  Sellers  shall  cause  the  Companies  to  permit  the  Buyer  and its
representatives  to have,  after the date of execution of this  Agreement,  full
access to the premises and to all the books and records of the  Companies and to
cause the officers of the Companies to furnish the Buyer with such financial and
operating data and other information with respect to the business and properties
of the Companies as the Buyer shall from time to time reasonably request. In the
event of  termination of this  Agreement the Buyer shall keep  confidential  any
material  information  obtained  from  any  Datapoint  Entity  concerning  their
respective  properties,  operations and business  (unless readily  ascertainable
from public or published  information or trade sources) until the same ceases to
be  material  (or becomes so  ascertainable)  and, at the request of the Parent,
shall return to the Parent all copies of any schedules, statements, documents or
other written information obtained in connection  therewith.  The Parent and the
Sellers  shall  deliver or cause to be  delivered  to the Buyer such  additional
instruments,  documents,  certificates  and opinions as the Buyer may reasonably
request  for the  purpose of (i)  verifying  the  information  set forth in this
Agreement and the Disclosure  Schedule and (ii)  consummating  or evidencing the
transactions contemplated by this Agreement.                                    

         6.3. Exclusive Dealing.  Except as otherwise mandated by and consistent
with the terms of the Scheduling  Order and the Parent's  fiduciary  duties as a
debtor and debtor in possession  under the  Bankruptcy  Code,  during the period
from the date of this  Agreement to the Closing Date, the Parent and the Sellers
shall not,  and shall cause the  Companies to refrain from taking any action to,
directly  or  indirectly,  encourage,  initiate  or  engage  in  discussions  or
negotiations  with, or provide any  information  to, any Person,  other than the
Buyer,  concerning  any  purchase  of the Shares or the  Acquired  Assets or any
merger, sale of substantial assets or similar transaction involving any Company.

         6.4. Consents of Third Parties.  The Sellers and the Parent will employ
their reasonable best efforts (which shall not include (a) any obligation to pay
any  additional  money  unless such  obligation  is  triggered,  pursuant to the
express  terms of any then binding  agreement  (which  agreement  provides for a
liquidated amount of such obligation,  or the exact amount of such obligation is
determinable pursuant to an express formula contained therein or the application
of the express terms thereof), by the transactions  contemplated  hereunder,  or
(b) any  obligation to restructure  the terms of any then binding  agreement) to
secure, before the Closing Date, the consent, in form and substance satisfactory
to  the  Buyer  and  its  counsel,  to  the  consummation  of  the  transactions
contemplated  by  this  Agreement  by  each  party  to  any  material  contract,
commitment or obligation of each Company,  under which such  transactions  would
constitute  a default,  would  accelerate  obligations  of such Company or would
permit  cancellation of any such contract.  Without limiting the foregoing,  the
Parent  shall  use  its  reasonable   efforts  to  obtain  the  consent  to  the
consummation of the  transactions  contemplated by this Agreement of the holders
of the Parent's 8 7/8% Convertible Subordinated Debentures due June 1, 2006 .   

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         6.5. Satisfaction of Conditions  Precedent.  The Sellers and the Parent
will use their best efforts  (which shall not include (a) any  obligation to pay
any  additional  money  unless such  obligation  is  triggered,  pursuant to the
express  terms of any then binding  agreement  (which  agreement  provides for a
liquidated amount of such obligation,  or the exact amount of such obligation is
determinable pursuant to an express formula contained therein or the application
of the express terms thereof), by the transactions  contemplated  hereunder,  or
(b) any  obligation to restructure  the terms of any then binding  agreement) to
cause the  satisfaction  of the  conditions  precedent set forth in Article 7 of
this Agreement.                                                                 

         6.6. Bankruptcy Court and French Commercial Court Approval. (a) As soon
as  practicable  after the date hereof,  and in no event later than May 3, 2000,
the Debtor  shall file in the  Bankruptcy  Court a petition  for  reorganization
under Chapter 11 of the Bankruptcy  Code. As promptly as  practicable  after the
date  hereof,  and in no event later than May 4, 2000,  the Debtor  shall file a
motion with the Bankruptcy  Court (the  "Scheduling  Motion") in support of, and
seeking entry of, the Scheduling Order.                                         

         (b) As  promptly as  practicable  after the date hereof and in no event
later  than May 5, 2000,  the  Parent  shall file or cause to be filed a request
with the  appropriate  French  Commercial  Court to obtain a modification of the
business plan applicable to Datapoint S.A. in order to authorize the transfer of
its Shares to the Buyer or any  permitted  assignee of the Buyer,  to remove any
restrictions on transfer of such Shares following such transfer and to authorize
the  transferee  of such Shares to vote such Shares at  shareholder  meetings of
Datapoint S.A.                                                                  

     7. CONDITIONS PRECEDENT TO THE BUYER'S  OBLIGATIONS.  The obligation of the
Buyer to consummate the Closing shall be subject to the satisfaction at or prior
to the Closing of each of the following  conditions (to the extent noncompliance
is not waived in writing by the Buyer):                                         

         7.1.  Representations  and Warranties True at Closing and Signing.  The
representations and warranties made by the Sellers and the Parent in or pursuant
to this Agreement shall be true and correct at and as of the date hereof and the
Closing Date with the same effect as though such  representations and warranties
had been made or given at and as of the date hereof and the Closing Date.       

         7.2.  Compliance with Agreement.  The Sellers and the Parent shall have
performed  and complied in all material  respects  with all of their  respective
obligations  under this Agreement to be performed or complied with by them on or
prior to the Closing Date.                                                      

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         7.3. No Material Adverse Change. The business,  assets or properties of
all of the  Companies,  taken as a whole,  shall not have been, and shall not be
threatened  to be,  adversely  affected in any material way as a result of fire,
explosion,  earthquake,  disaster,  labor trouble or dispute, change in business
organization,  any action by the United States or any other foreign governmental
authority,   change  in  technology,   flood,  drought,   embargo,  riot,  civil
disturbance,  uprising,  activity of armed forces or act of God or public enemy.
Following  the  execution of this  Agreement,  there shall not have occurred any
event that could reasonably be expected to have a Material Adverse Effect.      

         7.4.  Closing  Certificates.  (a) The Parent and each Seller shall have
delivered to the Buyer in writing,  at and as of the Closing, a certificate duly
executed  by an  Executive  Officer of each such  party,  in form and  substance
satisfactory  to  the  Buyer  and  the  Buyer's  counsel,  certifying  that  the
conditions in each of Sections 7.1, 7.2 and 7.3 hereof have been satisfied.     

         (b) Each of the Parent and each  Seller  shall  have  delivered  to the
Buyer a certificate duly executed by its Secretary or Assistant  Secretary as to
the  genuineness  of signatures  of, and  incumbency  of, its  signatories,  and
attaching a true, correct and complete set of its  organizational  documents and
relevant resolutions and a true, correct and complete copy of the organizational
documents of each Company that is its Subsidiary.                               

     7.5.  Opinion of  Counsel.  U.S.  and  European  counsel  to the  Datapoint
Entities  shall have delivered to the Buyer written  opinions,  addressed to the
Buyer and dated the Closing Date, substantially in the form of Exhibit E hereto.

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         7.6. Approvals.  All corporate and other approvals (including,  without
limitation,  all  Governmental  Approvals) in connection  with the  transactions
contemplated  by this Agreement shall have been received and shall be reasonably
satisfactory  in form  and  substance  to the  Buyer  and its  counsel.  Without
limiting the foregoing,  the transfer of the Shares of Datapoint Germany II GmbH
shall have been approved or deemed  approved  under German  statutory law by the
German Federal Cartel Office.                                                   

         7.7. No Litigation.  No restraining  order or injunction  shall prevent
the  transactions  contemplated  by  this  Agreement  and  no  action,  suit  or
proceeding  shall be pending or  threatened  before any court or  administrative
body in which it will be or is sought to restrain or prohibit or obtain  damages
or other relief in connection  with this  Agreement or the  consummation  of the
transactions contemplated hereby.                                               

         7.8. Scheduling  Order/Approval  Order. The Parent shall have filed the
Scheduling Motion on or before May 4, 2000. The Scheduling Order shall have been
entered by the  Bankruptcy  Court on or before May 15, 2000.  The Approval Order
shall have been entered by the Bankruptcy  Court on or before June 30, 2000, and
shall have become a Final Order on or before July 10, 2000.                     

         7.9.  Datapoint  Name.  The Parent and such of its  Subsidiaries  as is
contemplated  under Section  2.1(a) hereof shall have executed and delivered the
Name Change Certificates and the Name Assignment to the Buyer, which Name Change
Certificates and Name Assignment shall be in full force and effect.             

         7.10.  Consents of Third Parties.  The Sellers and the Parent will have
obtained the consent, in form and substance reasonably satisfactory to the Buyer
and the Buyer's counsel, to the consummation of the transactions contemplated by
this Agreement by each party to any material contracts or agreement to which any
Company is a party under which such  transactions  would  constitute  a default,
would accelerate obligations of any such Company or would permit cancellation of
any such contract or agreement.                                                 

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         7.11.  Proceedings  and  Documents  Satisfactory.  All  proceedings  in
connection  with  the  transactions  contemplated  by  this  Agreement  and  all
certificates  and  documents  delivered  to the  Buyer  in  connection  with the
transactions  contemplated by this Agreement shall be reasonably satisfactory to
the  Buyer and the  Buyer's  counsel,  and the Buyer  shall  have  received  the
originals or certified or other copies of all such records and  documents as the
Buyer may reasonably request.                                                   

     7.12.  Termination  of  Intercompany  Accounts.  Any and  all  Intercompany
Accounts  shall be  eliminated  in a manner that  results in no liability to the
Buyer or any of the Companies and that is otherwise satisfactory to the Buyer.  

     7.13.  Assignment  of  Confidentiality  Agreement.  The  Parent  shall have
assigned to the Buyer its rights under the letter,  dated  January 26, 2000 from
Call Centric Ltd. to the Parent, relating to confidentiality issues.            

         7.14.  Termination of Agreements.  Except as  contemplated by Section 2
hereof,  any and all agreements and contracts between any Seller,  the Parent or
any of their respective Affiliates (other than the Company) on the one hand, and
any Company on the other hand, including, without limitation, all management fee
agreements, shall be terminated.                                                

         7.15.  Resolution of Outstanding  Ancillary Issues.  The Parent and the
Buyer shall have  reached  agreement  as to the matters set forth in Section 2.3
hereof.  Without limiting the foregoing,  the transfers from Datapoint Germany I
GmbH to Datapoint Germany II GmbH shall have been completed.                    

         7.16.  Completion of Due Diligence.  The Buyer and its  representatives
shall have completed their legal due diligence review of the Datapoint  Entities
by no later  than  April 28,  2000,  and shall be  reasonably  satisfied  in all
respects with the results thereof.                                              

         7.17. Transaction Documents and Related Items. (a) Forms of each of the
Transaction  Documents  (other than this  Agreement),  together  with  completed
Exhibits to this  Agreement  shall have been delivered to the Buyer by April 26,
2000,  each in form and substance  reasonably  satisfactory to the Buyer and the
Parent.  Each of the  Transaction  Documents  shall have been duly  executed and
delivered by the parties thereto and shall be in full force and effect.         

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         (b) Seven days before the Closing Date, the Parent shall have delivered
a revised  Disclosure  Schedule to the Buyer,  all of the  information  in which
shall be materially complete as of such date.                                   

     8. CONDITIONS PRECEDENT TO THE PARENT'S AND THE SELLERS'  OBLIGATIONS.  The
obligation  of the Parent and the Sellers to  consummate  the  Closing  shall be
subject  to the  satisfaction,  at or  prior  to the  Closing,  of  each  of the
following  conditions (to the extent  noncompliance  is not waived in writing by
the Parent):                                                                    

         8.1.    Representations   and   Warranties   True   at   Closing.   The
representations and warranties made by the Buyer in this Agreement shall be true
and  correct at and as of the  Closing  Date with the same effect as though such
representations  and  warranties had been made or given at and as of the Closing
Date.                                                                           

     8.2. Compliance with Agreement. The Buyer shall have performed and complied
in all material  respects with all of its obligations  under this Agreement that
are to be performed or complied with by it at or prior to the Closing.          

         8.3. Closing Certificate. The Buyer shall have delivered to the Sellers
in  writing,  at  and as of the  Closing,  a  certificate  duly  executed  by an
Executive  Officer of such  Buyer,  in form and  substance  satisfactory  to the
Parent and the Parent's  counsel,  to the effect that the  conditions in each of
Sections 8.1 and 8.2 hereof have been satisfied.                                

         8.4. Opinion of Counsel.  White & Case LLP and Macfarlanes,  counsel to
the Buyer,  shall have  delivered  to the Sellers a written  opinion,  dated the
Closing  Date and  addressed  to the Sellers  substantially  in the form annexed
hereto as Exhibit F.                                                            

         8.5. No Litigation.  No restraining  order or injunction  shall prevent
the  transactions  contemplated  by  this  Agreement  and  no  action,  suit  or
proceeding  shall be pending or  threatened  before any court or  administrative
body in which it will be or is sought to restrain or prohibit or obtain  damages
or other relief in connection  with this  Agreement or the  consummation  of the
transactions contemplated hereby.                                               

         8.6. Documents  Satisfactory.  All certificates and documents delivered
to the Sellers by or on behalf of the Buyer in connection with the  transactions
contemplated  by this Agreement  shall be reasonably  satisfactory to the Parent
and its counsel,  and the Sellers shall have received the originals or certified
or other copies of all such of the Buyer's  records and  documents as the Seller
may reasonably request.                                                         

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     8.7.  Datapoint  License.  The Buyer shall have delivered to the Parent and
such of its  Subsidiaries  as is  contemplated  under Section  2.1(c) hereof the
Datapoint License, which Datapoint License shall be in full force and effect.   

     8.8.  Resolution of Outstanding Issues. The Parent and the Buyer shall have
reached agreement as to the matters set forth in Section 2.3 hereof.            

  8.9. Approval Order. The Approval Order shall have become a Final Order.

     8.10.  Transaction  Documents.  Forms of each of the Transaction  Documents
(other  than this  Agreement)  shall have been agreed upon by the Parent and the
Buyer by the Closing Date.                                                      

9.       CERTAIN COVENANTS.                                   

         9.1.  Confidentiality.  Each of the Sellers  and the Parent  recognizes
that by reason of the Sellers'  ownership of the Companies,  the Sellers and the
Parent have  acquired and possess  confidential  information  and trade  secrets
concerning the  operations and business of the Companies,  the use or disclosure
of which could cause the Companies  substantial  loss and damages that could not
be  readily  calculated  and for  which no  remedy  at law  would  be  adequate.
Accordingly,  each of the Sellers and the Parent shall not, and shall not permit
any of their  Subsidiaries  or Affiliates to, at any time after the date of this
Agreement,  except  with the prior  written  consent of the Buyer,  directly  or
indirectly,  disclose any trade secret or confidential  information  relating to
the  Companies,  or use any  such  information  in a manner  detrimental  to the
interests of any Company or the Buyer, unless (a) such information becomes known
to the public generally  through no fault of any Seller or the Parent, or any of
their  Subsidiaries or Affiliates or (b) disclosure is required by law or by the
Bankruptcy  Court or any other court of  competent  jurisdiction,  the rules and
regulations  of the London Stock  Exchange (or any other stock exchange on which
any Company's  shares are listed or quoted),  or any enquiry or investigation by
any  governmental,  official or  regulatory  body which is lawfully  entitled to
require any such disclosure  provided,  that prior to disclosing any information
pursuant to clause (a) or (b) above, the Sellers and the Parent shall give prior
written notice  thereof to the Buyer and provide the Buyer with the  opportunity
to contest  such  disclosure  or otherwise to agree to the timing and content of
such disclosure and shall cooperate with efforts to prevent such disclosure.  As
used herein, the term "confidential  information" includes,  without limitation,
information  with respect to any Company's  products,  services and  facilities,
methods, trade secrets and other intellectual property,  software,  source code,
systems,  procedures,  manuals,  confidential reports, product and service price
lists, customer lists, financial information  (including the revenues,  costs or
profits  associated  with any of the Company's  products or services),  business
plans,   prospects  or  opportunities,   but  shall  specifically   exclude  any
information already in the public domain.                                       

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         9.2.  Non-Competition.  Each of the Sellers and the Parent acknowledges
that the covenants and agreements in this Section 9.2 are a condition  precedent
to the Buyer's  obligations  to acquire the Shares and the Acquired  Assets from
the  Sellers  under this  Agreement,  and that the Buyer  would not  acquire the
Shares and the  Acquired  Assets but for the  agreements  of the Sellers and the
Parent with the Buyer in this Section 9.2.  Each of the Sellers,  the Parent and
the Buyer  acknowledges  that from and after the Closing Date the  Companies and
the Buyer  will sell  products  and  services  to  customers  located in markets
throughout Europe,  North America and South America (the "Prohibited Area"), and
that any engagement by any Seller,  the Parent or any of their  Subsidiaries  or
Affiliates in the Designated  Industry (as hereinafter  defined) could cause the
Buyer and the Companies irreparable damage.  Accordingly,  for a period from the
Closing  Date until the second  anniversary  of the  Closing  Date,  each of the
Sellers and the Parent shall not, and shall not permit any of their Subsidiaries
or Affiliates  to,  without the prior written  consent of the Buyer,  (i) engage
anywhere  in  the  Prohibited  Area,  directly  or  indirectly,  alone  or  as a
shareholder  (other than as a holder of less than 5% of the capital stock of any
publicly-traded   corporation),   partner,   officer,   director,   employee  or
consultant,  in any business  organization that is engaged or becomes engaged in
the business of selling or providing (x) telephony, call-center, data processing
or networking products or services,  including,  without  limitation,  telephone
switches and dialers, personal computers, servers, printers and other peripheral
hardware and software used in connection  therewith,  or (y) business consulting
services with respect to the foregoing (the  "Designated  Industry");  provided,
that the  Designated  Industry  shall not  include  the  business  of  providing
internet  or  cybernet  networking  solutions,  including,  without  limitation,
internal,  external  and hybrid  networking  solutions,  hardware,  software and
consulting  services  related  thereto,  (ii)  divert to any  competitor  of any
Company,  the Buyer or any of their  Affiliates or Subsidiaries  any customer of
any Company,  the Buyer or such Affiliates or Subsidiaries,  or (iii) solicit or
encourage any officer,  employee or consultant of any Company,  the Buyer or any
of their  Affiliates or  Subsidiaries to leave their employ for employment by or
with  any  Seller,  the  Parent  or their  Subsidiaries  or  Affiliates,  or any
competitor of any Company or any of the Buyer's or any  Company's  Affiliates or
Subsidiaries.  If at any  time  the  provisions  of this  Section  9.2  shall be
determined  to be  invalid  or  unenforceable,  by  reason  of  being  vague  or
unreasonable as to area,  duration or scope of activity,  this Section 9.2 shall
be considered divisible and shall become and be immediately amended to only such
area, duration and scope of activity as shall be determined to be reasonable and
enforceable by the court or other body having  jurisdiction over the matter; and
the Sellers and the Parent  agree that this  Section 9.2 as so amended  shall be
valid and binding as though any invalid or unenforceable  provision had not been
included herein. Notwithstanding the foregoing, Asher B. Edelman ("Edelman") and
his  Affiliates  (other than the Parent) shall not be bound by the provisions of
this  Section 9.2 so long as Edelman and any such  Affiliate  is not involved in
any manner, directly or indirectly,  in any operational capacity with any Person
that is engaged in the  Designated  Industry in the  Prohibited  Area;  it being
agreed  that if Edelman  serves as a  non-executive  director  or  non-executive
chairman of any Person, he shall not be deemed to be involved in any operational
capacity with such Person.                                                      

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         9.3. Remedies. It is understood and agreed that money damages would not
be sufficient  remedy for any breach of Sections 9.1 or 9.2 hereof by any of the
Parent  or the  Sellers,  and  that the  Buyer  shall be  entitled  to  specific
performance and injunctive relief as remedies for any such breach. Such remedies
shall  not be  deemed  to be the  exclusive  remedies  for  the  breach  of such
Sections,  but shall be in addition to all other remedies available at law or in
equity.                                                                         

         9.4. San Antonio  Real  Property  and  Employees.  (a) Upon the written
request of the Buyer,  the Buyer and the Parent  shall at the Closing or at such
later date as the Buyer may request,  enter into a sublease agreement for a term
of up to 30 days or such other  period as the Buyer and the Parent may  mutually
agree,  pursuant  to which the Parent  shall  sublease  that  portion of the San
Antonio  Office as the  Buyer  shall  request,  at a rental  rate  equal to that
percentage  of the total rent payable by the Parent under the San Antonio  Lease
which is equal to that  percentage  of the total  floor space of the San Antonio
Office being  subleased to the Buyer.  The sublease  shall  contain such further
terms as the Parent and the Buyer shall mutually agree.                         

                  (b) At the Closing,  the Buyer shall offer employment to those
persons listed on Schedule D attached hereto.                                   

10.      INDEMNIFICATION.                                     

         10.1.  Breach by the  Sellers or the  Parent.  Subject  to the  overall
limitations, maximum amounts and time limitations set forth in Sections 10.2 and
10.5 hereof,  but without  limiting the Buyer's rights under Articles 11, 12 and
13 hereof, the Sellers and the Parent, jointly and severally, agree to indemnify
and hold the Buyer and the  Companies  harmless from and with respect to any and
all claims, liabilities (including,  without limitation,  Excluded Liabilities),
losses,  damages,  costs  and  expenses,   including,  without  limitation,  the
reasonable  fees and  disbursements  of counsel  (collectively,  the  "Losses"),
related to or arising directly or indirectly out of any failure or breach by the
Parent or any Seller of any representation or warranty, covenant,  obligation or
undertaking made by the Parent or any Seller in this Agreement,  and any failure
or any  breach by any Seller or the Parent of any  representation  or  warranty,
covenant,  obligation  or  undertaking  made by any  Seller or the  Parent in or
pursuant to this Agreement shall  constitute a failure of a breach by all of the
Sellers and the Parent for which the Parent and the Sellers shall be jointly and
severally liable.                                                               

         10.2.  Limitation on Seller/Parent Losses. The aggregate losses payable
by the Sellers and the Parent hereunder pursuant to Section 10.1 with respect to
all claimed Losses shall not exceed $10,000,000.                                

         10.3. Breach by the Buyer. Subject to the overall limitations,  maximum
amounts and time  limitations  set forth in Sections  10.4 and 10.5 hereof,  the
Buyer agrees to indemnify and hold the Parent and the Sellers  harmless from and
with respect to any and all Losses, related to or arising directly or indirectly
out of any  failure or breach by the Buyer of any  representation  or  warranty,
covenant, obligation or undertaking made by the Buyer in this Agreement.        

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     10.4.  Limitations  on Buyer Losses.  The aggregate  Losses  payable by the
Buyer to the Sellers and the Parent  pursuant to this Section 10 with respect to
all claimed Losses shall not exceed $10,000,000.                                

         10.5.  Survival.  The respective  representations  and warranties  made
herein by the parties  hereto shall  survive the  execution and delivery of this
Agreement  until the  Closing  Date,  after which no claim for a breach of these
representations  and warranties  may be asserted;  provided,  however,  that the
representations  and  warranties  set forth in, and any claim  relating  to, (i)
Section 4.8 or 4.9 shall survive for a period of one year after the date of this
Agreement, and (ii) Section 4.5 shall survive indefinitely.                     

         10.6.  Indemnity  in Respect of Real  Property.  Without  regard to the
limits set forth in Section 10.2 and 10.5,  the Sellers and the Parent,  jointly
and severally,  agree to indemnify and hold the Buyer and the Companies harmless
from and with  respect to any Losses  incurred by each of them in relation to or
arising in relation to any real property whether freehold,  leasehold,  licensed
or  occupied  by the  Companies  in any part of the world  (other  than the Real
Property) including any actions, claims, proceedings, losses, damages, payments,
costs,   expenses  or  liabilities  arising  directly  or  indirectly  from  any
obligation to:                                                                  

     (i) perform covenants,  restrictive or positive, or agreements affecting or
relating to land;                                                               

         (ii) pay rent or rents,  service charges,  insurance  premiums or other
monies or observe or perform  covenants,  agreements or conditions  contained in
any agreement for lease, license, deed, agreement or other document ancillary or
supplemental to a lease, whether or not expressed to be so;                     

         (iii) pay  principal,  interest  or other  monies or observe or perform
covenants or  agreements  contained in any  mortgage,  charge or other  document
creating a security  interest  affecting  any  property to which this  indemnity
applies;                                                                        

         (iv) make payments under or otherwise  observe or perform any guarantee
or surety (as primary or secondary obligor) or indemnity or otherwise assume any
liabilities of any third party by accepting a lease or in any other matter.     

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     (v) make payments under or other observe or perform any agreement for sale,
option or right of pre-emption; or                                              

         (vi) make payments  under or otherwise  observe or perform any building
contract,   collateral   warranty,   duty  of  care  agreement  or  professional
appointment.                                                                    

11.      TERMINATION OF AGREEMENT                             

   11.1.  Termination.  This Agreement may be terminated as follows:

(a) By mutual consent of the Buyer and the Parent at any time.        

                  (b) By the  Buyer,  if any of the  conditions  to the  Buyer's
obligations  contained in Section 7 hereof  required to have been  fulfilled (i)
are not  fulfilled as of the date when the  Approval  Order shall become a Final
Order or (ii) at any time prior thereto,  if such conditions become incapable of
being  fulfilled  by the Outside  Closing  Date,  and such  failure has not been
waived by the Buyer or cured by the  Parent  and/or  the  Sellers,  in each case
prior to  termination  by the Buyer;  provided,  however,  that the right of the
Buyer to  terminate  this  Agreement  under this  Section  11.1(b)  shall not be
available  to the Buyer if its  failure to  fulfill  any  obligation  under this
Agreement has been the direct cause of, or directly  resulted in, the failure of
the  conditions to the Buyer's  obligations  contained in Section 7 hereof to be
fulfilled.                                                                      

                  (c) By the Parent, if any of the conditions to the Parents and
the Sellers'  obligations  contained  in Section 8 hereof  required to have been
fulfilled (i) are not fulfilled as of the date when the Approval Order becomes a
Final Order, (ii) at any time prior thereto, if such conditions become incapable
of being  fulfilled by the Outside  Closing Date, and such breach or failure has
not been  waived by the  Parent  or cured by the  Buyer,  in each case  prior to
termination by the Parent or (iii) if an Alternative  Transaction is approved by
the  Bankruptcy  Court;  provided,  however,  that the  right of the  Parent  to
terminate  this Agreement  under this Section  11.1(c) shall not be available to
the Parent if its or any Seller's  failure to fulfill any obligation  under this
Agreement has been the direct cause of, or directly  resulted in, the failure of
the conditions to the Parent and the Sellers' obligations contained in Section 8
hereof to be fulfilled.                                                         

                  (d) By the Parent or the Buyer if the Closing has not occurred
by the Outside Closing Date,  provided that such party has not failed to fulfill
any of its obligations under this Agreement and such failure has been the direct
cause of, or directly  resulted in, the failure of the  conditions  to the other
party's  obligations  contained in Section 7 or 8 hereof,  as applicable,  to be
fulfilled.                                                                      

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         11.2.  Effect of  Termination.  Upon the termination of this Agreement,
the  parties  shall  have the  remedies  available  to them at law or in  equity
(including  the remedies  provided in this  Agreement),  except as otherwise set
forth in this Section 11.2; provided,  however, that neither the Sellers and the
Parent on the one hand, nor the Buyer on the other hand,  shall be liable to the
other(s)  for any  indirect,  special,  incidental,  consequential  or  punitive
damages  claimed by the other(s)  resulting  from any such party's breach of its
obligations, agreements,  representations or warranties hereunder, except in the
case of the fraud of any such  party(ies).  In the event of  termination of this
Agreement  under any of the  circumstances  that constitute a Break-Up Event (as
defined in Section 11.3 hereof),  the sole and exclusive remedy of the Buyer for
the breach or failure by the Seller or the Parent  giving rise to such  Break-Up
Event shall be as  provided in Section  11.3  hereof;  provided,  that the Buyer
shall also be entitled to the refund of the Purchase  Price Deposit  pursuant to
Section 12.2(b) hereof.                                                         

         11.3.  Break-Up  Fee.  If  any  Datapoint  Entity  consummates,  or the
Bankruptcy  Court approves,  an Alternative  Transaction,  and provided that the
Buyer is not then in material breach of this Agreement (a "Breakup Event"),  the
Buyer shall be entitled to be paid the sum of $3,000,000  (the  "Breakup  Fee").
Payment  of the  Breakup  Fee will be made not  later  than the  closing  of the
Alternative Transaction. Until paid, the obligation to pay the Breakup Fee shall
be secured by a priority lien on all of the assets of the Parent and the Sellers
and shall be an  Administrative  Claim  against  the  Parent,  payable  from the
proceeds of such  Alternative  Transaction  and shall be a lien on the  proceeds
thereof.  The parties  agree that the Breakup  Fee is a  reasonable  estimate of
Buyer's  costs,  expenses  and  loss  of  business  opportunity,   and  is  fair
consideration  to  induce  it to enter  into this  Agreement.  It is an  express
condition of this Agreement that the Scheduling Order shall specifically approve
and provide for the payment of the Breakup Fee as set forth herein.             

         11.4.  Termination  of  Certain  Agreements.  In  the  event  that  the
Bankruptcy Court approves,  or any Datapoint Entity consummates,  an Alternative
Transaction in connection with an Acquisition  Proposal,  the letter dated March
24, 2000, from Alchemy Partners to the Parent shall immediately terminate and be
of no further force and effect.                                                 

12.      GENERAL.                                             

12.1.  Expenses.                                              
--------                                        

                  (a) Except as  otherwise  exempted  by Section  1146(c) of the
Bankruptcy  Code all transfer  and sales taxes  payable with respect to the sale
and conveyance of the Shares and the Acquired Assets shall be paid by the Parent
or the particular Seller or Sellers transferring such Shares or Acquired Assets,
as the case may be.                                                             

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                  (b)  Subject  to  Section   12.1(c),   all   expenses  of  the
preparation,   execution  and   consummation   of  this  Agreement  and  of  the
transactions  contemplated hereby,  including,  without limitation,  attorneys',
accountants' and outside advisors' fees and disbursements, shall be borne by the
party incurring such expenses.                                                  

                  (c) If (i) the Buyer  terminates  this  Agreement  pursuant to
Section  11.1(b) (other than by reason of the failure of the condition set forth
in Section 7.16 to have been  satisfied) or (ii) the  Bankruptcy  Court does not
enter the  Scheduling  Order by May 15, 2000, and provided that the Buyer is not
then in material  breach of this Agreement (a  "Termination  Event"),  the Buyer
shall be entitled to be reimbursed  for its costs and expenses  (including  fees
and  disbursements of all counsel)  incurred in connection with the transactions
contemplated by the Transaction  Documents (the  "Termination  Fee");  provided,
however,  that the Termination Fee shall not exceed  $1,500,000.  Payment of the
Termination  Fee will be made not  later  than  five  Business  Days  after  the
Termination  Event.  Until paid, the obligation to pay the Termination Fee shall
be secured by a priority lien on all of the assets of the Parent and the Sellers
and shall be an  Administrative  Claim  against  the  Parent.  It is an  express
condition of this Agreement that the Scheduling Order shall specifically approve
and provide for the payment of the Termination Fee as set forth herein.  For the
avoidance of doubt,  the Buyer shall not be entitled to a Termination  Fee if it
has received the Break-Up Fee.                                                  

                  12.2.  Purchase Price  Deposit.  (a) On or before May 2, 2000,
the Buyer shall  deposit the sum of $5 million (the  "Purchase  Price  Deposit")
into the Deposit Escrow Account;  provided, that the Buyer shall not be required
to make such  deposit if the Seller is in breach of its  obligations  under this
Agreement  or the  Buyer has  terminated  this  Agreement  pursuant  to  Section
11.1(b).                                                                        

                  (b) If the Buyer terminates this Agreement pursuant to Section
11.1(b),  if this Agreement is terminated  pursuant to Section 11.1(a) or 11(d),
or if the Parent terminates this Agreement  pursuant to Section  11.1(c)(iii) or
pursuant to Section 11.1(c)(i) or 11.1(c)(ii) (but only by reason of the failure
of the conditions set forth in Section 8.5, 8.8 or 8.9 to have been  satisfied),
the Purchase Price Deposit will be refunded,  together with all interest  earned
on the  Purchase  Price  Deposit to the Buyer.  If the  Parent  terminates  this
Agreement pursuant to Section 11.1(c)(i) or 11.1(c)(ii) (other than by reason of
the failure of the  conditions set forth in Section 8.5, 8.8 or 8.9 to have been
satisfied),  the  Parent  shall  have the right to receive  the  Purchase  Price
Deposit and any interest thereon. If, however,  the Closing is consummated,  the
Purchase Price Deposit,  together with any interest thereon, shall be applied to
the Purchase Price.                                                             

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     12.3.  Notices.  All notices,  demands and other  communications  hereunder
shall be in writing or by written                                               

     telecommunication, and shall be deemed to have been duly given if delivered
personally, if sent by overnight courier, or sent by written  telecommunication,
as follows:                                                                     

If to any Seller or the Parent, to                            

Datapoint Corporation                       
717 Fifth Avenue, 15th Floor                
New York, New York 10022                    
Attention:  Gerald N. Agranoff, Esq.        
Fax:  (212) 750-9329                        
Tel:  (212) 371-7713                        

with a copy sent contemporaneously to:                        

Joshua J. Angel, Esq.                       
Angel & Frankel, P.C.                       
460 Park Avenue, 8th Floor                  
New York, New York 10022                    
Fax:  (212) 752-8393                        
Tel.  (212) 752-8000                        

If to the Buyer, to:                                          

Datapoint Newco 1 Limited                   
c/o Alchemy Partners                        
20 Bedfordbury                              
London WC2N 4BL                             
England                                     
Attention:  Mr. Robert Barnes               
Fax:  (44-207) 240-9594                     
Tel:  (44-207) 240-9596                     

with copies sent contemporaneously to:                        

White & Case LLP                            
1155 Avenue of the Americas                 
New York, NY  10036                         
Attention:  Timothy B. Goodell, Esq.        
Fax:  (212) 354-8113                        
Tel:  (212) 819-8200                        

and to                                      
Macfarlanes                                 
10 Norwich Street                           
London EC4A 1BD                             
England                                     
Attention:  Charles Martin, Esq.            
Fax:  (44-207) 831-9607                     
Tel:  (44-207) 831-9222                     

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         Any such notice shall be effective  (a) if delivered  personally,  when
received,  (b) if sent by overnight courier, when receipted for, and (c) if sent
by written telecommunication, when dispatched.                                  

         12.4.  Entire  Agreement.  This Agreement,  together with the Exhibits,
Schedules,  Disclosure  Schedule and letters  dated the date hereof  between the
parties, contains the entire understanding of the parties,  supersedes all prior
agreements  and  understandings  relating to the subject matter hereof and shall
not be amended  except by a written  instrument  hereafter  signed by all of the
parties hereto.                                                                 

     12.5.  Governing Law. The validity and construction of this Agreement shall
be governed by the internal laws (and not the choice-of-law  rules) of the State
of New York.                                                                    

     12.6.  Sections  and  Section  Headings.   The  headings  of  sections  and
subsections  are for  reference  only and shall not limit or control the meaning
thereof.                                                                        

         12.7. Assigns.  This Agreement,  together with the Exhibits,  Schedules
and Disclosure  Schedule,  shall be binding upon and inure to the benefit of the
parties hereto and their  respective  heirs,  successors and permitted  assigns.
Neither this  Agreement  nor the  obligations  hereunder of the Buyer on the one
hand,  or the Parent or any Seller on the other  hand,  shall be  assignable  or
transferable  by any such party without the prior written  consent of the Buyer,
in the case of any such  assignment or transfer by the Parent or any Seller,  or
the  Parent,  in the case of any  such  assignment  or  transfer  by the  Buyer;
provided, however, that nothing contained in this Section 12.7 shall prevent the
Buyer,  without the consent of the Parent,  (a) from  transferring  or assigning
this  Agreement  or its rights or  obligations  hereunder  to another  Person or
Persons  controlling,  under the control of, or under common  control with,  the
Buyer,  but no such  transfer or  assignment  made  pursuant to clause (a) shall
relieve the Buyer of its obligation under this Agreement.                       

         12.8. Severability. In the event that any covenant, condition, or other
provision herein contained is held to be invalid,  void, or illegal by any court
of competent  jurisdiction,  the same shall be deemed to be  severable  from the
remainder of this  Agreement and shall in no way affect,  impair,  or invalidate
any other covenant, condition, or other provision contained herein.             

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     12.9. Further  Assurances.  The parties agree to take such reasonable steps
and execute such other and further  documents as may be necessary or appropriate
to cause the terms and conditions contained herein to be carried into effect.   

         12.10.  No Implied  Rights or Remedies.  Except as otherwise  expressly
provided  herein,  nothing  herein  expressed or implied is intended or shall be
construed  to confer  upon or to give any  Person  other  than the  Parent,  the
Sellers and the Buyer and their respective shareholders,  any rights or remedies
under or by reason of this Agreement.                                           

     12.11.   Counterparts.   This   Agreement   may  be  executed  in  multiple
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.                          

         12.12. Public Statements or Releases. Each of the parties hereto agrees
that prior to the filing of the  Scheduling  Motion,  no party to this Agreement
will make, issue or release any public announcement, statement or acknowledgment
of the existence of, or reveal the status of, this Agreement or the transactions
provided for herein,  without  first  obtaining the consent of the other parties
hereto.  Nothing contained in this Section 12.12 shall prevent either party from
making such disclosures as such party may consider  necessary after consultation
with the  other  parties  in  order to  obtain  financing  for the  transactions
contemplated hereby or to satisfy such party's legal or contractual obligations.

         12.13.  Business  Records.  After the Closing Date, (a) the Buyer,  the
Sellers  and the Parent  shall  cooperate  with each other in the conduct of any
audit or  other  proceedings  with  respect  to any Tax  matters  involving  the
Companies,  and (b) the Buyer shall retain or cause to be retained all books and
records relating to the Companies for any period ending on or before the Closing
Date until the expiration of the  applicable Tax statute of limitations  (giving
effect  to  any  and  all  extensions  and  waivers).  In  addition,  the  Buyer
acknowledges  that the Sellers may from time to time require access to or copies
of the  business  records  of the  Companies  in  connection  with  Tax or other
matters, and the Buyer agrees that upon reasonable prior notice from any Seller,
it will, during normal business hours, provide such Seller with either access to
or, at the Buyer's option, copies of such records for such purposes. The Sellers
agree to hold any confidential  information so provided in confidence and to use
such information only for the purposes described above.                         

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13.      TAX MATTERS.                                         

         13.1. Amended Returns.  None of the Sellers or the Parent shall file or
cause to be filed any amended Return or claim for refund that in any way relates
to the Companies or the Acquired Assets without the prior written consent of the
Buyer, which consent shall not be unreasonably withheld.                        

         13.2.  Post-Signing Tax Items. The Sellers and the Parent,  jointly and
severally,  covenant and agree that,  from and after the date of this  Agreement
and until the Closing Date, (i) to prepare all Returns of the Datapoint Entities
that in any way relate to the Companies or the Acquired Assets in a manner which
is consistent with the past practices of the Datapoint  Entities with respect to
the  treatment  of items on such  Returns;  (ii) to refrain from  incurring  any
material  liability  for Taxes  that in any way relate to the  Companies  or the
Acquired Assets other than in the ordinary course of business;  (iii) to refrain
from entering into any settlement or closing  agreement with a taxing  authority
that materially  affects or may materially affect the Tax liability of the Buyer
or any Company or any affiliate of the foregoing or with respect to any Acquired
Assets for any period ending after the Closing Date.                            

         13.3 FIRPTA Certificates.  On the Closing Date, (i) the Parent and each
Seller shall provide the Buyer,  dated as of the Closing Date and as required by
Section 1445 of the Code and Treasury Regulations  thereunder,  with a statement
prepared by the Company of which the Parent or a Seller is selling Shares,  that
such Company is not and never has been a "United  States real  property  holding
corporation,"  as defined under Section  897(c)(2) of the Code,  and (ii) Parent
shall provide the Buyer, dated as of the Closing Date and as required by Section
1445 of the Code and Treasury Regulations  thereunder,  with a statement that it
is not a "foreign person" within the meaning of Section 1445 of the Code.       

14.      CERTAIN DEFINITIONS                                  

     (a) As used  herein the  following  terms not  otherwise  defined  have the
following respective meanings:                                                  

         "Acquisition  Proposal"  shall mean a proposal  relating to any merger,
consolidation,  business combination, sale or other disposition of the Shares or
any assets of the  Companies  (other than in the ordinary  course of business to
the extent  otherwise  permitted by this Agreement) by any Person other than the
Buyer or any assignee of the Buyer.                                             

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         "Affiliate" shall mean, as to any Person,  any other Person directly or
indirectly controlling, controlled by or under direct or indirect common control
with,  such Person,  and shall include (a) any other Person who is a director or
beneficial  holder of at least 10% of any class of the then outstanding  capital
stock (or other  shares of  beneficial  interest)  and  Family  Members  of such
Person,  (b) any other  Person of which such Person or an  Affiliate of the kind
listed in clause (a) above shall,  directly or indirectly,  either  beneficially
own at least 10% of any class of the then  outstanding  capital  stock (or other
shares of beneficial  interest) or constitute at least a 10% equity participant,
and (c) in the case of a specified  Person who is an individual,  Family Members
of such Person.                                                                 

         "Alternative  Transaction" shall mean a transaction  contemplated by an
Acquisition  Proposal,  or a plan of  reorganization of the Parent that does not
involve the sale of the Shares to the Buyer.                                    

         "Approval  Order"  shall  mean  the  order  of  the  Bankruptcy  Court,
substantially in the form of Exhibit G hereto,  pursuant to Sections 363 and 364
and 1146(c) of the  Bankruptcy  Code (i) approving this Agreement (ii) approving
the sale of the  Shares  and the  Acquired  Assets  free and clear of all liens,
claims and  encumbrances  pursuant to Section 363(f) of the Bankruptcy Code, and
(iii)  approving the  assumption,  and assignment to the Buyer, of the contracts
set forth on Exhibit A-1 attached  hereto,  and (iv) finding that the Buyer is a
good faith  purchaser  entitled  to the  protections  of  Section  363(m) of the
Bankruptcy Code.                                                                

     "Bankruptcy  Code" shall mean the Bankruptcy  Reform Act of 1978, Title 11,
United States Code, 11 U.S.C.ss.ss.101, et. seq., as amended.                   

         "Bankruptcy  Court" shall mean the United States  Bankruptcy  Court for
the Southern District of New York.                                              

         "Bidding  Procedures"  shall  mean  the  procedures  set  forth  in the
Scheduling Order pursuant to which Acquisition Proposals may be solicited,  made
and accepted.                                                                   

         "Business Day" shall mean each day other than a Saturday, Sunday or day
on which banks in London or The City of New York are  authorized  or required by
law to be closed.                                                               

         "Code" shall mean the Internal  Revenue Code of 1986,  as amended,  and
the rules and regulations thereunder.                                           

   "Datapoint Germany I GmbH" shall mean Datapoint Deutschland GmbH.

         "Datapoint  Germany II GmbH" shall mean a  corporation  to be organized
under the laws of Germany to which certain property of Datapoint  Germany I GmbH
will be transferred.                                                            

"Debtor" shall mean the Parent.                               

         "Deposit Escrow Account" shall mean the account  denominated as such in
the Escrow Agreement.                                                           

         "Environmental   Claims"   shall  mean  any  and  all   administrative,
regulatory or judicial actions, suits, demands,  demand letters,  claims, liens,
notices of noncompliance or violation, investigations or proceedings relating in
any  way  to  any  Environmental  Law  or  any  permit  issued  under  any  such
Environmental  Law,  (for  purposes  of this  definition,  "Claims")  including,
without  limitation  (i)  any and  all  Claims  by  governmental  or  regulatory
authorities  for  enforcement,  cleanup,  removal,  response,  remedial or other
actions or damages pursuant to any applicable Environmental Law and (ii) any and
all Claims, by any third party seeking damages,  contribution,  indemnification,
cost  recovery,  compensation  or injunctive  relief  resulting  from  Hazardous
Materials or arising from alleged  injury or threat of injury to health,  safety
or the environment.                                                             

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         "Environmental  Law" shall mean any  federal,  state,  local or foreign
statute, law, rule, regulation,  ordinance,  guideline, policy or rule of common
law in  effect,  and in each case as  amended as of the  Closing  date,  and any
judicial or  administrative  interpretation  as of the Closing  Date,  including
without  limitation,  any judicial or  administrative  order,  consent decree or
judgment, relating to the environment, health, safety or Hazardous Materials.   

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended, and the rules and regulations thereunder.                           

         "Escrow  Agent"  shall  mean the  Person  named  as such in the  Escrow
Agreement.                                                                      

         "Escrow  Agreement"  shall mean the Escrow Agreement to be entered into
among the Buyer, the Parent, the Sellers and the Escrow Agent.                  

         "European  Operations"  shall  mean  the  business  in  the  Designated
Industry carried on in Europe by the Parent or any of its Subsidiaries.         

         "Executive  Officer"  of a  particular  Person  shall  mean  the  Chief
Executive Officer, President or Chief Financial Officer of such Person.         

         "Family  Member" as applied to any  individual,  shall mean any parent,
spouse, child, spouse of a child, brother or sister of the individual,  and each
trust created for the benefit of one or more of such Persons, and each custodian
of property of one or more such Persons.                                        

         "Final Order" shall mean an order of the Bankruptcy  Court as to which:
(a) the time to file an appeal,  motion or petition  for review or  rehearing or
petition for  certiorari  has expired and no timely filed appeal or petition for
review,  rehearing,  remand or  certiorari  is pending;  (b) any appeal taken or
petition for  certiorari  filed has been  resolved by the highest court to which
the order or judgment was appealed or from which review, rehearing or certiorari
was sought;  and (c) with respect to the Scheduling Order and the Approval Order
no stay has been obtained.                                                      

         "Foreign Collectively  Bargained Employee Benefit Plan" shall mean each
Foreign  Employee  Benefit  Plan  which is not a Foreign  Governmental  Employee
Benefit Plan and which is sponsored by any Person other than a Company or any of
its Subsidiaries.                                                               

         "Foreign  Employee Benefit Plan" shall mean each employee benefit plan;
employment,  bonus,  incentive,  stock purchase and stock option plan,  program,
agreement  or  arrangement;   and  each  severance,   termination   pay,  salary
continuation, retention, accrued leave, vacation, sick pay, sick leave, medical,
life insurance, disability, accident,  profit-sharing,  fringe benefit, pension,
deferred compensation or other retirement or superannuation plan, fund, program,
agreement,  commitment  or  arrangement  sponsored,  established,  maintained or
contributed  to, or required to be contributed  to, or with respect to which any
liability is borne, outside the fifty states of the United States of America, by
a Company or any of its Subsidiaries,  including,  without limitation,  any such
plan,  fund,  program,  agreement or  arrangement  sponsored by a government  or
governmental entity.                                                            

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         "Foreign  Governmental  Employee  Benefit  Plan" shall mean any Foreign
Employee Benefit Plan sponsored by a government or governmental entity.         

         "Hazardous  Materials"  shall  mean  (i)  any  petroleum  or  petroleum
products,  radioactive  materials,  asbestos in any form that is or could become
friable,  urea formaldehyde foam insulation,  dielectric fluid containing levels
of polychlorinated  biphenyls,  and radon gas; (ii) any chemicals,  materials or
substances  defined as or included in the definition of "hazardous  substances,"
"hazardous wastes," "hazardous  materials,"  "extremely  hazardous  substances,"
"restricted   hazardous  wastes,"  "toxic  substances,"   "pollutants,"   "toxic
pollutants," or words of similar import, under any applicable Environmental Law;
and  (iii) any other  chemical,  material  or  substance,  exposure  to which is
prohibited, limited or regulated by any governmental authority.                 

         "Indebtedness"   as  applied  to  any   Person,   shall  mean  (a)  all
indebtedness  of such Person for borrowed money,  whether current or funded,  or
secured or  unsecured,  (b) all  indebtedness  of such  Person for the  deferred
purchase  price  of  property  or  services  represented  by  a  note,  (c)  all
indebtedness  of such Person  created or arising under any  conditional  sale or
other title retention agreement with respect to property acquired by such Person
(even  though  the  rights  and  remedies  of the  seller or lender  under  such
agreement  in the event of default are limited to  repossession  or sale of such
property),  (d) all  indebtedness  of such  Person  secured by a purchase  money
mortgage or other lien to secure all or part of the  purchase  price of property
subject to such mortgage or lien, (e) all  obligations  under leases which shall
have  been  or  must  be,  in  accordance  with  generally  accepted  accounting
principles, recorded as capital leases in respect of which such Person is liable
as lessee,  (f) any liability of such Person in respect of banker's  acceptances
or  letters of  credit,  (g) all  interest,  fees and other  expenses  owed with
respect to  indebtedness  described in the foregoing  clause (a), (b), (c), (d),
(e) or (f) above, and (h) all indebtedness  referred to in clause (a), (b), (c),
(d),  (e), (f) or (g) above which is directly or  indirectly  guaranteed by such
Person or which such Person has agreed  (contingently  or otherwise) to purchase
or otherwise  acquire or in respect of which it has otherwise assured a creditor
against loss.                                                                   

         "Intellectual  Property"  shall mean all domestic and foreign  patents,
patent  applications,  trademarks,  service  marks and other  indicia of origin,
trademark and service mark  registrations  and  applications  for  registrations
thereof,  copyrights and applications for registration thereof,  Internet domain
names and  universal  resource  locators  ("urls"),  inventions  (whether or not
patentable),  invention  disclosures,  moral and economic  rights of authors and
inventors (however  denominated),  technical data, customer lists, corporate and
business  names,  trade names,  trade dress,  brand names,  know how,  formulae,
methods (whether or not patentable), designs, processes, procedures, technology,
source  codes,  object  codes,  computer  software  programs,   databases,  data
collectors,  technology,  and other  proprietary  information or material of any
type,  whether  written  or  unwritten  owned by the  Company  (or the Parent as
regards  Intellectual  Property  used or  proposed  to be used by the  Parent in
connection with the European Operations) or used in connection with the business
of the Company (or the Parent as regards Intellectual  Property used or proposed
to be used by the Parent in connection  with the European  Operations),  and all
improvements and refinements of any of the foregoing.                           

         "Intercompany  Accounts" shall mean all  intercompany  accounts between
any Seller and/or the Parent, on the one hand, and any of the Companies,  on the
other hand.                                                                     

"IRS" shall mean the Internal Revenue Service.                

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         "Material  Adverse Effect" shall mean a material  adverse effect on the
business, operations, performance, properties, assets, liabilities, prospects or
condition  (financial or otherwise) of any Company or all of the Companies taken
as a whole.                                                                     

         "Person" shall mean  corporation,  an  association,  a partnership,  an
organization,  a  business,  an  individual,  a  limited  liability  company,  a
government or political subdivision thereof or a governmental agency.           

         "Purchase  Price  Adjustment  Escrow  Account"  shall mean the  account
designated as such in the Escrow Agreement.                                     

         "San Antonio  Lease" shall mean the Lease  Agreement  dated October 27,
1997 between S.P. Plaza, L.C., as lessor, and the parent, as Lessee.            

         "San Antonio Office" shall mean the building  located at 8410 Datapoint
Drive in San Antonio,  TX,  currently  leased to the Parent  pursuant to the San
Antonio Lease.                                                                  

         "Scheduling  Order"  shall mean the order of the  Bankruptcy  Court (i)
approving the form of this Agreement  pending the hearing on the Approval Order,
(ii)  setting  a  deadline  for the  filing  of  objections  to the entry of the
Approval  Order,  (iii)  scheduling  the  hearing on the  Approval  Order,  (iv)
approving the Breakup Fee and the  Termination Fee and (v) approving the Bidding
Procedures,  all  substantially  on the  terms  set  forth in  Exhibit H annexed
hereto.                                                                         

         "Subsidiary"  shall mean, with respect to any Person, any corporation a
majority (by number of votes) of the outstanding  shares of any class or classes
of which  shall at the time be owned by such Person or by a  Subsidiary  of such
Person,  if the  holders  of the  shares  of  such  class  or  classes  (a)  are
ordinarily,  in the absence of contingencies,  entitled to vote for the election
of a majority of the directors (or persons  performing similar functions) of the
issuer  thereof,  even  though  the right so to vote has been  suspended  by the
happening  of such a  contingency,  or (b)  are at the  time  entitled,  as such
holders,  to vote for the  election of a majority of the  directors  (or persons
performing similar functions) of the issuer thereof, whether or not the right so
to vote exists by reason of the happening of a contingency.                     

         "Taxes"  shall  mean all taxes,  assessments,  charges,  duties,  fees,
levies or other governmental charges, including,  without limitation, all United
States Federal,  state, local,  non-U.S. and other income,  franchise,  profits,
capital gains,  capital stock,  transfer,  value added, sales, use,  occupation,
property,   excise,  severance,   windfall  profits,  stamp,  license,  payroll,
withholding and other taxes, assessments, charges, duties, fees, levies or other
governmental  charges of any kind  whatsoever  including  all  social  insurance
premiums and  contributions,  (whether  payable  directly or by withholding  and
whether  or  not  requiring  the  filing  of a  Return),  all  estimated  taxes,
deficiency  assessments,  additions  to tax,  penalties  and  interest and shall
include any liability for such amounts as a result either of being a member of a
combined,  consolidated,  unitary  or  affiliated  group  or  of  a  contractual
obligation to indemnify any person or other entity.                             

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         "Transaction   Documents"   shall  mean  this  Agreement,   the  Escrow
Agreement,  the  Name  Change  Certificates,  the  Datapoint  License,  the Name
Assignment, the Scheduling Order and the Approval Order.                        

         "UK Pension Fund Escrow Account" shall mean the account  denominated as
such in the Escrow Agreement.                                                   

         "U.S.  Employee Benefit Plans" shall mean (i) "employee benefit plans,"
within the meaning of Section 3(3) of ERISA;  (ii) bonus,  stock  option,  stock
purchase,  restricted stock,  incentive,  fringe benefit, VEBA,  profit-sharing,
pension,  or  retirement,   deferred  compensation,   medical,  life  insurance,
disability,  accident, salary continuation,  severance, accrued leave, vacation,
sick pay, sick leave,  supplemental  retirement and unemployment  benefit plans,
programs,  arrangements,  commitments and/or practices (whether or not insured);
and (iii)  employment,  consulting,  termination,  and  severance  contracts  or
agreements;  in each case for active,  retired or former employees or directors,
whether or not any such plans, programs, arrangements,  commitments,  contracts,
agreements  and/or  practices  (referred to in (i),  (ii) or (iii) above) are in
writing or are otherwise  exempt from the  provisions  of ERISA;  that have been
established,  maintained  or  contributed  to  (or  with  respect  to  which  an
obligation  to  contribute  has been  undertaken)  or with  respect to which any
potential  liability  is borne,  in such case,  within  the fifty  states of the
United States of America by the Parent,  any Seller,  or any of their Affiliates
(including  any  predecessors  to the  Parent,  any  Seller,  or  any  of  their
Affiliates and all employers (whether or not incorporated) that would be treated
together  with the Parent,  any Seller,  or any of their  Affiliates as a single
employer within the meaning of Section 414 of the Code, since January 1, 1993.  

         "VEBA"  shall have the  meaning set forth in section  501(c)(9)  of the
Code.                                                                           

         (b) All  references  in this  Agreement  to any legal  term or  concept
(including, without limitation, those with respect to any action, remedy, method
of  judicial  proceeding,   document,  statute,  court  official,   governmental
authority or agency) shall in respect of any jurisdiction  other than the United
State of America be construed as  references  to the term or concept  which most
nearly corresponds to it in that jurisdiction.                                  

         (c) For purposes of Articles 4 and 10 hereof,  as to any Company,  each
entity set forth opposite the name of such Company under the heading "Seller" on
Schedule E hereto shall constitute and be deemed a "Seller" of such Company.    

         (d) For the  purposes of Articles 4, 6, 7, 9 and 13 hereof,  references
to "Companies",  "Company",  "Datapoint Entities" or "Datapoint Entity" shall be
deemed to include references to Datapoint Germany I GmbH and, upon its creation,
to Datapoint Germany II GmbH, and, for the avoidance of doubt, references to the
"Sellers"  or a "Seller"  shall be deemed to  include  references  to  Datapoint
Germany I GmbH.                                                                 

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         IN WITNESS  WHEREOF,  and  intending to be legally  bound  hereby,  the
parties hereto have caused this Agreement to be duly executed and delivered as a
sealed instrument as of the date and year first above written.                  

BUYER:                  

 DATAPOINT NEWCO 1 LIMITED

        By:__/s/ David Berger___________
Name: David Berger  
Title: Director     

SELLERS:                

     DATAPOINT INTERNATIONAL, INC.

         By:__/s/ Gerald N. Agranoff______
     Name:  Gerald N. Agranoff
 Title: Vice President

                 DATAPOINT INTERNATIONAL INVESTMENTS, INC.

         By:__/s/ Gerald N. Agranoff______
     Name:  Gerald N. Agranoff
 Title: Vice President

   INFOREX INTERNATIONAL, INC.

         By:__/s/ Gerald N. Agranoff______
     Name:  Gerald N. Agranoff
 Title: Vice President

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DATAPOINT HOLDINGS, LTD.

         By:__/s/ Gerald N. Agranoff______
     Name:  Gerald N. Agranoff
Title: Director     

              DATAPOINT INTERNATIONAL HOLDINGS, INC.

         By:__/s/ Gerald N. Agranoff______
     Name:  Gerald N. Agranoff
 Title: Vice President

  DATAPOINT DEUTSCHLAND GMBH

         By:__/s/ Gerald N. Agranoff______
     Name:  Gerald N. Agranoff
     Title:  Managing Director

PARENT:                 

DATAPOINT CORPORATION   

         By:__/s/ Gerald N. Agranoff______
     Name:  Gerald N. Agranoff
 Title: Vice President

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Schedule A

 Sellers

Datapoint Corporation                                                           
Datapoint International, Inc.                                                   
Datapoint International Investments, Inc.                                       
Inforex International, Inc.                                                     
Datapoint Holdings, Ltd.                                                        
Datapoint International Holdings, Inc.                                          
Datapoint Germany I GmbH                                                        

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Schedule B

 Companies

Datapoint Belgium S.A.                                                          
Datapoint S.A. (France)                                                         
Datapoint Beheer B.V.                                                           
Datapoint Italia S.P.A.                                                         
Datapoint Iberica S.A. (Spain)                                                  
Datapoint Svenska AB (Sweden) (including Datapoint Norway)                      
Datapoint U.K. Ltd.                                                             
Datapoint Germany II GmbH                                                       
Datapoint (Schweiz) A.G.                                                        
Datapoint Export S.A.R.L. (France)                                              

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TABLE OF CONTENTS 

                                                                        Page

1.       PURCHASE AND SALE....................................................2 

  1.1.  Purchase and Sale....................................................2
  1.2.  Purchase Price.......................................................3
  1.3.  Adjustment to Purchase Price.........................................3
  1.4.  Dispute and Resolution...............................................3
  1.5.  Allocations..........................................................4

2.       LICENSING AND OTHER MATTERS..........................................4 

  2.1.  Datapoint Name.......................................................4
  2.2.  Acquired Assets......................................................5
  2.3.  Outstanding Ancillary Issues.........................................5

3.       CLOSING..............................................................5 

  3.1.  Time and Place.......................................................5
  3.2.  Transactions at Closing..............................................5

4.       REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE                   
        SELLERS .............................................................6

  4.1.  Organization of Companies; Authority.................................6
  4.2.  Corporate Approval; Binding Effect...................................6
  4.3.  Subsidiaries.........................................................6
  4.4.  Capitalization.......................................................6
  4.5.  Title to Stock and Acquired Assets, Liens, etc.......................7
  4.6.  Non-Contravention....................................................7
  4.7.  Governmental Consents; Transferability of Licenses, Etc..............7
  4.8.  Financial Statements.................................................8
  4.9.  Indebtedness.........................................................8
  4.10. Litigation, Etc......................................................8
  4.11. Conformity to Law....................................................9
  4.12. Title to Assets......................................................9
  4.13. Real Property and Environmental Matters..............................9
  4.14. Equipment...........................................................11
  4.15. Insurance...........................................................11
  4.16. Contracts...........................................................12
  4.17. Compensation of and Contracts with Employees........................13
  4.18. Employee Benefit Plans..............................................13
  4.19. Labor Relations.....................................................16
  4.20. Trademarks, Patents, Etc............................................16
  4.21. Suppliers and Customers.............................................17
  4.22. Accounts Receivable.................................................17
  4.23. No Undisclosed Liabilities..........................................18
  4.24. Taxes...............................................................18
  4.25. Ancillary Assets and Business.......................................19
  4.26. Broker..............................................................19
  4.27. Potential Conflicts of Interest.....................................20
  4.28. Bank Accounts, Signing Authority, Powers of Attorney................20
  4.29. Minute Books........................................................20
  4.30. Sophistication of the Sellers and the Parent........................20
  4.31. No Changes Since Balance Sheet Date.................................20
  4.32. Acquired Assets.....................................................21
  4.33. Disclosure..........................................................21

5.       REPRESENTATIONS AND WARRANTIES OF THE BUYER.........................21 

  5.1.  Organization of Buyer; Authority....................................21
  5.2.  Corporate Approval; Binding Effect..................................21
  5.3.  Non-Contravention...................................................22
  5.4.  Governmental Consents...............................................22
  5.5.  Broker..............................................................22
  5.6.  Sophistication of the Buyer.........................................22

6.       CONDUCT OF BUSINESS PENDING CLOSING.................................22 

  6.1.  Conduct of Business.................................................22
  6.2.  Review of the Company...............................................23
  6.3.  Exclusive Dealing...................................................23
  6.4.  Consents of Third Parties...........................................24
  6.5.  Satisfaction of Conditions Precedent................................24
  6.6.  Bankruptcy Court and French Commercial Court Approval...............24

7.       CONDITIONS PRECEDENT TO THE BUYER'S OBLIGATIONS.....................24 

  7.1.  Representations and Warranties True at Closing......................25
  7.2.  Compliance with Agreement...........................................25
  7.3.  No Material Adverse Change..........................................25
  7.4.  Closing Certificates................................................25
  7.5.  Opinion of Counsel..................................................25
  7.6.  Approvals...........................................................25
  7.7.  No Litigation.......................................................25
  7.8.  Scheduling Order/Approval Order.....................................26
  7.9.  Datapoint Name......................................................26
  7.10. Consents of Third Parties...........................................26
  7.11. Proceedings and Documents Satisfactory..............................26
  7.12. Termination of Intercompany Accounts................................26
  7.13. Assignment of Confidentiality Agreement.............................26
  7.14. Termination of Agreements...........................................26
  7.15. Resolution of Outstanding Ancillary Issues..........................26
  7.16. Completion of Due Diligence.........................................26
  7.17. Transaction Documents and Related Items.............................27

8.       CONDITIONS PRECEDENT TO THE PARENT'S AND THE SELLERS' OBLIGATIONS...27 

  8.1.  Representations and Warranties True at Closing......................27
  8.2.  Compliance with Agreement...........................................27
  8.3.  Closing Certificate.................................................27
  8.4.  Opinion of Counsel..................................................27
  8.5.  No Litigation.......................................................27
  8.6.  Documents Satisfactory..............................................27
  8.7.  Datapoint License...................................................28
  8.8.  Resolution of Outstanding Issues....................................28
  8.9.  Approval Order......................................................28
  8.10. Transaction Documents...............................................28

9.       CERTAIN COVENANTS...................................................28 

  9.1.  Confidentiality.....................................................28
  9.2.  Non-Competition.....................................................28
  9.3.  Remedies............................................................29
  9.4.  San Antonio Real Property and Employees.............................29

10.      INDEMNIFICATION.....................................................30 

  10.1.  Breach by the Sellers or the Parent................................30
  10.2.  Limitation on Seller/Parent Losses.................................30
  10.3.  Breach by the Buyer................................................30
  10.4.  Limitations on Buyer Losses........................................30
  10.5.  Survival...........................................................30
  10.6.  Indemnity in Respect of Real Property..............................31

11.      TERMINATION OF AGREEMENT............................................31 

  11.1.  Termination........................................................31
  11.2.  Effect of Termination..............................................32
  11.3.  Break-Up Fee.......................................................32
  11.4.  Termination of Certain Agreements..................................32

12.      GENERAL.............................................................33 

  12.1.  Expenses...........................................................33
  12.3.  Notices............................................................34
  12.4.  Entire Agreement...................................................35
  12.5.  Governing Law......................................................35
  12.6.  Sections and Section Headings......................................35
  12.7.  Assigns............................................................35
  12.8.  Severability.......................................................35
  12.9.  Further Assurances.................................................35
  12.10. No Implied Rights or Remedies......................................36
  12.11. Counterparts.......................................................36
  12.12. Public Statements or Releases......................................36
  12.13. Business Records...................................................36

13.      TAX MATTERS.........................................................36 

  13.1.  Amended Returns....................................................36
  13.2.  Post-Signing Tax Items.............................................36
  13.3.  FIRPTA Certificates................................................37

14.      CERTAIN DEFINITIONS.................................................37 

SCHEDULES                                                                       

Schedule A  Sellers                                           
Schedule B  Companies                                         
Schedule C  Ownership of Shares                               
Schedule D  San Antonio Employees                             
Schedule E  Direct/Indirect Ownership of Companies            
[Schedule F  Budget]                                          

EXHIBITS                                                                        

Exhibit A  ACQUIRED ASSETS                                    
Exhibit B  PRO FORMA BALANCE SHEET                            
Exhibit C  UK PENSION PLAN                                    
Exhibit D  GERMANY                                            
Exhibit E  FORM OF DATAPOINT ENTITIES'  COUNSEL OPINION(S)    
Exhibit F  FORM OF MACFARLANES AND WHITE & CASE LLP OPINIONS  
Exhibit G  APPROVAL ORDER                                     
Exhibit H  SCHEDULING ORDER                                   

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                                    Exhibit 99 - Press Release of Registrant

Contact:                                                Sharon P. Riggs         
                                                     Datapoint Corporation
                                              (212) 371-7719

 DATAPOINT CORPORATION ENTERS INTO AGREEMENT TO SELL OPERATIONS;
 FILES REORGANIZATION PROCEEDING IN DELAWARE

         SAN ANTONIO, Texas, May 3,  2000......Datapoint  Corporation (EBB:DTPT)
announced today that it has entered into a Stock Purchase  Agreement to sell its
global  operations  (other  than its  e-commerce  initiative  described  below),
including the "Datapoint"  name, for $49.5 million in cash and the assumption of
net  liabilities of $10 million.  A $5 million down payment was placed in escrow
by the  purchaser.  The  purchaser  is a newly  formed  entity that will combine
CallCentric  Ltd., a European based company that provides call center solutions,
and Datapoint's  operations.  The purchase price is funded by Alchemy  Partners,
who were advised by KPMG Corporate Finance.                                     

         The transaction is expected to be completed as part of a reorganization
of Datapoint  Corporation  under Chapter 11 of the Bankruptcy Code of the United
States. A petition for  reorganization has been filed today in the United States
Bankruptcy Court for the District of Delaware. The Company also has entered into
a  non-binding   agreement  in  principle   with  an  informal   committee  (the
"Committee")  formed by a  majority  of the  holders of its  outstanding  8 7/8%
debentures  due  June 1,  2006  that  provides  for the  allocation  of the sale
proceeds between the Company and its creditors,  as well as equity distributions
to  bondholders  and existing  common and  preferred  shareholders.  The Company
expects to file a "Plan and Disclosure Statement" detailing the treatment of all
creditors and holders of equity within 30 days.                                 

         The sale of the Company's  operations is consistent  with the Company's
direction  to focus its efforts  and  resources  on  acquiring,  developing  and
marketing  software with  Internet and  e-commerce  applications.  The Company's
recent  acquisition  of CoreByte,  Inc.  highlights  this  effort.  The CoreByte
subsidiary  specializes in the development of modular,  web-based  messaging and
collaboration  software.  All the fully integrated  features of CoreByte include
e-mail, instant messenger,  calendar, task manager, address book, notepad, links
manager and file manager. CoreByte's communications and data management software
is both  powerful  and  inexpensive,  thereby  meeting the needs of the smallest
business to the largest  enterprise.  It is fully  customizable at any level and
the  interface can be designed to suit the branding  needs of a business  and/or
can support  advertising in a branded online community hosted by network service
providers (www.corebyte.com).                                                   

         With its U.S.  headquarters in San Antonio,  Texas,  and  international
headquarters  in Paris,  France,  the  Corporation is a recognized  innovator in
modern  networking  infrastructure.  The  Corporation  specializes in the design
integration  and  maintenance  of  data,  voice  and  networking   communication
solutions, including call center and computer-telephony integration (CTI).      

         This  press  release  and the  materials  referred  to  hereby  contain
forward-looking  statements regarding the Company's business and future plans of
operations.   When  used  herein,  the  words  "intends,"   "expects,"  "plans,"
"estimates," "projects," "believes," "anticipates," "contemplates," "represents"
and similar  expressions  are intended to identify  forward-looking  statements.
Forward-looking  statements  involve known and unknown risks and  uncertainties.
These and other  important  factors,  including  those set forth in the Company"
Annual and Quarterly Reports on Form 10-K and Form 10-Q (available to the public
at  ww.sec.gov),  may  cause  the  actual  results  and  performance  to  differ
materially   from  the  future   results   expressed   in  or  implied  by  such
forward-looking  statements.  The forward-looking  statements  contained in this
press  release  speak only as of the date hereof and the Company  disclaims  any
obligation  to  provide   public   updates,   revisions  or  amendments  to  any
forward-looking  statements  made  herein to reflect  changes  in the  Company's
expectations or future events.                                                  

 #####

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		6/1/06		2		54
		9/30/00		10					10-Q
		7/10/00		30
		6/30/00		30					10-Q,  8-K,  NT 10-Q
Filed on:		5/15/00		3		39
		5/5/00		28
		5/4/00		28		30
For Period End:		5/3/00		1		54
		5/2/00		39
		4/28/00		31
		4/26/00		31
		4/19/00		5
		3/31/00		10		15
		3/24/00		38
		1/31/00		12
		1/26/00		31
		12/31/99		17					10-QT
		1/1/99		16
		10/27/97		47
		1/1/95		22
		1/1/93		48
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