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Exhibit 99.2  --  Plan of Reorganization


                             PLAN OF REORGANIZATION


                         UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF DELAWARE

- - - - - - - - - - - - - - - - - - - - - -x
In re                                      :         Chapter 11
                                           :
CELLNET DATA SYSTEMS, INC., ET AL.,        :         Case No. 00-00844 (PJW)
                                           :
                   Debtors.                :         (Jointly Administered)
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                     AMENDED AND RESTATED JOINT CONSOLIDATED
                       LIQUIDATING PLAN OF REORGANIZATION
               OF CELLNET DATA SYSTEMS, INC. AND ITS SUBSIDIARIES
                     UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
             -------------------------------------------------------


                                           Mark Thompson (MT 4187)
                                           SIMPSON THACHER & BARTLETT
                                           425 Lexington Avenue
                                           New York, New York 10017
                                           (212) 455-2000

                                                   -and-

                                           Mark D. Collins (No. 2981)
                                           RICHARDS, LAYTON & FINGER, P.A.
                                           One Rodney Square
                                           P.O. Box 551
                                           Wilmington, Delaware  19899
                                           (302) 658-6541

                                           Attorneys for Debtors in Possession


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                  CellNet Data Systems, Inc. (the "Parent") and its
subsidiaries listed on the attached Schedule I (collectively with the Parent,
the "Debtors" or "CellNet") as debtors and debtors in possession propose the
following Joint Consolidated Liquidating Plan of Reorganization (the "Plan"):

                                  INTRODUCTION

                  The Debtors are to be substantively consolidated and their
Estates, which consist of approximately $54 million in cash and short-term
investments, with the potential for the receipt of approximately $5 million
in additional cash if certain asset transfers are approved, will be
distributed to their creditors according to the priorities established by the
Bankruptcy Code, Pro Rata (defined herein) within each class.

                  Reference is made to the Disclosure Statement accompanying
the Plan, including the Exhibits thereto (the "Disclosure Statement"), for a
discussion of the Debtors' history, business, results of operations and
properties, and for a summary and analysis of the Plan.

                  All holders of Claims and Interests are encouraged to
consult the Disclosure Statement and read the Plan carefully before voting to
accept or reject the Plan.

                  Nothing in the Plan should be construed as constituting a
solicitation of acceptances of the Plan unless and until the Disclosure
Statement has been approved and distributed to all holders of claims and
interests to the extent required by section 1125 of the Bankruptcy Code.

                SECTION I. DEFINITIONS AND CONSTRUCTION OF TERMS

                  Definitions. In addition to such other terms as are defined
in other sections of the Plan, the following terms (which appear herein as
capitalized terms) shall have the meanings set forth below, such meanings to
be applicable to both the singular and plural forms of the terms defined. A
term used in the Plan and not defined herein or elsewhere in the Plan, but
that is defined in the Bankruptcy Code has the meaning set forth therein.

                  1. Administrative Claim means a Claim to the extent that it
is of the kind described in section 503(b) of the Bankruptcy Code and is
entitled to priority under section 507(a)(1) of the Bankruptcy Code,
including fees payable to the US Trustee pursuant to 28 U.S.C. section 1930(a).

                  2. Allowed means, with reference to any Claim or Interest
and with respect to the Debtors, (a) any Claim against or Interest in the
Debtors which has been listed by the Debtors in their Schedules, as such
Schedules may be amended by the Debtors from time to time in accordance with
Bankruptcy Rule 1009, as liquidated in amount and not disputed or contingent
and for which no contrary proof of claim or interest has been filed, (b) any
Claim or Interest (i) allowed under the Plan, (ii) allowed by Final Order, or
(iii) as to which the liability of the Debtors and the amount thereof are
determined by a final order of a court of competent jurisdiction other than
the Bankruptcy Court or (c) as to which a proof of claim has been timely

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filed in a liquidated amount with the Bankruptcy Court pursuant to the
Bankruptcy Code or any order of the Bankruptcy Court, or filed late with
leave of the Bankruptcy Court after notice and a hearing, and in respect of
which no objection to the allowance of such Claim or motion to expunge such
Claim has been interposed before any final date for the filing of such
objections or motions set forth in the Confirmation Order or other order of
the Bankruptcy Court.

                  3. Asset Purchase Agreement means the Asset Purchase
Agreement dated as of March 1, 2000 among the Debtors, Schlumberger Resource
Management Services, Inc. and Schlumberger Technology Corporation, a copy of
which is on file with the Clerk of the United States Bankruptcy Court,
District of Delaware, Docket No. 137, as amended by Amendment No. 1,
Amendment No. 2 and Amendment No. 3.

                  4. Bankruptcy Code means title 11 of the United States
Code, as amended from time to time, as applicable to the Cases.

                  5. Bankruptcy Court means the United States Bankruptcy
Court for the District of Delaware.

                  6. Bankruptcy Rules means the Federal Rules of Bankruptcy
Procedure as promulgated by the United States Supreme Court under section
2075 of title 28 of the United States Code, and any Local Rules of the
Bankruptcy Court.

                  7. Business Day means any day other than a Saturday, Sunday
or any other day on which commercial banks in the city of New York, New York
or the State of California are required or authorized to close by law or
executive order.

                  8. Cases means the Debtors' collective voluntary
reorganization proceedings under chapter 11 of the Bankruptcy Code.

                  9. Cash means legal tender of the United States of America,
which may be conveyed by check or wire transfer.

                  10. Causes of Action means all claims and causes of action
now owned or hereafter acquired by the Debtors, whether arising under any
contract or under the Bankruptcy Code or other federal or state law,
including, without limitation, any causes of action arising under sections
544, 545, 547, 548, 549, 550, 551, 553(b) or other sections of the Bankruptcy
Code.

                  11. Chief Operating Officer means John S. Dubel, his
designees or any such person hired by the Debtors for the purpose of
implementing the applicable provisions of the Plan.

                  12. Claim has the meaning set forth in section 101 of the
Bankruptcy Code.

                  13. Class means a category of holders of Claims or
Interests as set forth in Section II of the Plan.

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                  14. Collateral means any property or interest in property
of the estates or the Debtors subject to a Lien to secure the payment or
performance of a Claim, which Lien is not subject to avoidance under the
Bankruptcy Code or otherwise invalid under the Bankruptcy Code or applicable
state law.

                  15. Common Stock means (a) the shares of any class or
series of common stock issued by any Debtor, (b) all options, warrants,
calls, rights, puts, awards, commitments or any other agreements of any
character, if any, to acquire such stock, and (c) all Claims arising from
rescission of a purchase or sale of such stock or options, warrants, calls,
rights, puts, awards, commitments or any other agreements of any character,
if any, to acquire such stock or for damages arising from the purchase or
sale of the foregoing, and all Claims for indemnity, reimbursement, or
contribution on account of such Claims.

                  16. Confirmation Date means the date on which the Clerk of
the Bankruptcy Court enters the Confirmation Order on the Case docket.

                  17. Confirmation Hearing means the hearing held by the
Bankruptcy Court to consider confirmation of the Plan pursuant to section
1129 of the Bankruptcy Code, as such hearing may be adjourned or continued
from time to time.

                  18. Confirmation Order means the Final Order of the
Bankruptcy Court confirming the Plan pursuant to section 1129 of the
Bankruptcy Code.

                  19. Creditors' Committee means the official committee of
unsecured creditors appointed by the United States Trustee in these Cases on
February 15, 2000.

                  20. Disclosure Statement means the Disclosure Statement
that relates to this Plan and is approved by the Court pursuant to section
1125 of the Bankruptcy Code, as such Disclosure Statement may be amended,
modified, or supplemented (and all exhibits and schedules annexed thereto or
referred to therein).

                  21. Disclosure Statement Order means the order of the Court
approving the Disclosure Statement as containing adequate information
pursuant to section 1125 of the Bankruptcy Code.

                  22. Disputed Claim means a Claim against the Debtors to the
extent that as of any date of determination such claim is not Allowed.

                  23. Distribution means any distribution under the Plan to
the holders of Allowed Claims.

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                  24. Distribution Account means an account established and
maintained by the Debtors at Wells Fargo Bank, which account is entitled
"CellNet Data Systems, Inc. (D.I.P.)" for the purpose of making Distributions
to claimants.

                  25. Distribution Date means any date on which a
Distribution is made by the Debtors.

                  26. Effective Date means the fifteenth (15th) day after the
first Business Day on which the conditions specified in Section VI of the
Plan have been satisfied.

                  27. Estates means the estates which were created by the
commencement of the Debtors' Cases pursuant to Section 541 of the Bankruptcy
Code, and shall be deemed to include, without limitation, any and all
privileges of the Debtors and any and all interests in their property,
whether real, personal or mixed, rights, causes of action, avoidance powers
or extensions of time that the Debtors or their estates shall have had
effective as of the commencement of the Case, or which such estate acquired
after the commencement of the Case, whether by virtue of sections 544, 545,
546, 547, 548, 549 or 550 of the Bankruptcy Code or otherwise.

                  28. Fee Claim means a Claim under Section 330, 311 or 503
of the Bankruptcy Code for allowance of compensation and/or reimbursement of
expenses in the Case including without limitation Claims under Section
503(b)(3) or (4) of the Bankruptcy Code based on substantial contribution in
the Case.

                  29. Final Distribution means the date of the last
Distribution by the Debtors.

                  30. Final Order means an order of the Bankruptcy Court as
to which the time to appeal, petition for CERTIORARI, or move for reargument
or rehearing has expired and as to which no appeal, petition for CERTIORARI,
or other proceedings for reargument or rehearing shall then be pending or as
to which any right to appeal, move for a stay pending appeal, petition for
CERTIORARI, reargue, or rehear shall have been waived in writing in form and
substance satisfactory to the Debtors or, in the event that an appeal, writ
of CERTIORARI, or reargument or rehearing thereof has been sought, such order
of the Bankruptcy Court shall have been determined by the highest court to
which such order was appealed, or CERTIORARI, reargument or rehearing shall
have been denied and the time to take any further appeal, petition for
CERTIORARI or move for reargument or rehearing shall have expired; PROVIDED,
HOWEVER, that the possibility that a motion under Rule 59 or Rule 60 of the
Federal Rules of Civil Procedure, or Rule 9023 or Rule 9024 of the Bankruptcy
Rules, may be filed with respect to such order shall not cause such order not
to be a Final Order.

                  31. First Distribution Date means the Distribution of Cash
to Allowed Claims, to occur no later than 30 days after the Effective Date.

                  32. Interest means any ownership interest in the Debtors,
including but not limited to the rights of the holders of Common Stock or
Preferred Stock, including the rights of any entity to purchase or demand the
issuance of any of the foregoing, including: (a) conversion,

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exchange, voting, participation, and dividend rights; (b) liquidation
preferences; (c) stock options, call rights, warrants and put rights; and (d)
share appreciation rights and restricted stock purchase rights.

                  33. Intercompany Claim means any Claim of any Debtor
against another Debtor.

                  34. Lien has the meaning set forth in section 101 of the
Bankruptcy Code.

                  35. Officers means the collective reference to the Chief
Operating Officer, Vice President and Secretary.

                  36. Operating Account means an interest bearing account
established and maintained by the Debtors with Wells Fargo Bank, which
account is entitled "CellNet Data Systems, Inc. (D.I.P.)" for the purpose of
paying operating expenses of the Estates and holding Cash that has not been
Distributed to claimants.

                  37. Person means an individual, corporation, partnership,
governmental unit, joint venture, association, joint stock company, limited
liability company, limited liability partnership, trust, estate,
unincorporated organization or other entity.

                  38. Petition Date means February 4, 2000, the date on
which the Debtors commenced the Cases.

                  39. Plan means this Chapter 11 plan of reorganization,
including, without limitation, all documents referenced herein and all
exhibits, supplements, appendices and schedules hereto, either in its present
form or as the same may be altered, amended or modified from time to time.

                  40. Preferred Stock means (a) the shares of any class or
series of preferred stock issued by any Debtor, including, without
limitation, the 7% Exchangeable Limited Liability Company Preferred
Securities Mandatorily Redeemable 2010 of CellNet Funding, LLC, (b) all
options, warrants, calls, rights, puts, awards, commitments or any other
agreements of any character, if any, to acquire such stock, and (c) all
Claims arising from rescission of a purchase or sale of such stock or
options, warrants, calls, rights, puts, awards, commitments or any other
agreements of any character, if any, to acquire such stock or for damages
arising from the purchase or sale of the foregoing, and all Claims for
indemnity, reimbursement, or contribution on account of such Claims.

                  41. Priority Tax Claim means any Claim of a governmental
unit of the kind specified in sections 502(i) and 507(a)(8) of the Bankruptcy
Code.

                  42. Pro Rata means proportionate, and when applied to a
Claim or Interest means that the ratio of the consideration distributed on
account of an Allowed Claim or Allowed Interest in a Class to the amount of
such Allowed Claim or Allowed Interest is the same as the

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ratio of the amount of the consideration distributed on account of all
Allowed Claims or Allowed Interests in such Class to the amount of all
Allowed Claims or Allowed Interests in such Class.

                  43. Schedules means the schedules of assets and
liabilities, the list of holders of Interests and the statements of financial
affairs filed by the Debtors under section 521 of the Bankruptcy Code and
Bankruptcy Rule 1007, and all amendments and modifications thereto through
the Confirmation Date.

                  44. Schlumberger means Schlumberger Resource Management
Services, Inc.

                  45. Secured Claim means the portion of any Claim,
determined in accordance with section 506(a) of the Bankruptcy Code, as of
the Confirmation Date, which is secured by a valid and perfected Lien on
Collateral, express or implied, arising by contract, operation of law, or
otherwise.

                  46. Substantive Consolidation Order means the Confirmation
Order.

                  47. Unsecured Claim means any Claim that is not an
Administrative Claim, Priority Claim, Priority Tax Claim or Secured Claim.

                  48. Vice President and Secretary means David L. Perry.

                  Computation of Time. In computing any period of time
prescribed or allowed by the Plan, the provisions of Bankruptcy Rule 9006(a)
shall apply.

                  Other Defined Terms.  The following terms have the meanings
defined for such terms in the Sections set forth below:

               TERM                                   SECTION

               Allowed Claim Order                    Section V(C)(1)

               CellNet                                Recitals

               Debtors                                Recitals

               Disclosure Statement                   Recitals

               Estimated Allowed Claim                Section V(C)(1)

               Estimated Allowed Claim Schedule       Section V(C)(1)

               Parent                                 Recitals

               Plan                                   Recitals

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               SECTION II. CLASSIFICATION OF CLAIMS AND INTERESTS

                  The following is a designation of the Classes of Claims and
Interests classified under the Plan.

                  A Claim or Interest shall be deemed classified in a
particular Class only to the extent that the Claim or Interest qualifies
within the description of that Class and shall be deemed classified in a
different Class to the extent that any remainder of the Claim or Interest
qualifies within the description of such different Class. In accordance with
section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority
Tax Claims have not been classified but the treatment for such unclassified
claims is set forth in Section III.

         A.       UNCLASSIFIED CLAIMS

                  1. Administrative Claims.  Administrative Claims are
unclassified.

                  2. Priority Tax Claims.  Priority Tax Claims are
unclassified.

         B.       CLASSIFIED CLAIMS AND INTERESTS

                  Claims against, and Interests in the Debtors are classified
as set forth below.

                  1. Class 1 Claims -- Allowed Priority Claims. Class 1
Claims shall consist of Allowed Claims which are entitled to priority under
Section 507(a) of the Bankruptcy Code (other than Administrative Claims and
Priority Tax Claims).

                  2. Class 2 Claims-- Secured Claims.  Class 2 Claims shall
consist of all Secured Claims against the Debtors.

                  3. Class 3 Claims-- Unsecured Claims.  Class 3 Claims shall
consist of all Unsecured Claims against the Debtors.

                  4. Class 4 Claims -- Preferred Stock Interests. Class 4
Interests shall consist of all Interests arising from or related to the
Preferred Stock and the equity interests in any Debtor.

                  5. Class 5 Claims -- Common Stock Interests. Class 5
Interests shall consist of all Interests arising from or related to the
Common Stock and the equity interests in any Debtor.

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                 SECTION III. TREATMENT OF CLAIMS AND INTERESTS

                  The following is a designation of the treatment to be
accorded to each Class of Claims and Interests denominated in the Plan.

                  No Claim shall entitle the holder thereof to a Distribution
of Cash or to other consideration pursuant to the Plan unless, and only to
the extent that, such Claim is an Allowed Claim. All Distributions of Cash on
account of Allowed Claims shall be made on the Distribution Date.

                  No Claim shall be entitled to a Distribution hereunder if
such Claim was assumed or purchased by Schlumberger under the Asset Purchase
Agreement; holders of such Claims shall have recourse exclusively to
Schlumberger.

         A.       UNCLASSIFIED CLAIMS

                  1. Administrative Claims. Unless otherwise agreed by the
holder of an Allowed Administrative Claim (in which event such other
agreement shall govern), each holder of an Allowed Administrative Claim shall
receive on the First Distribution Date or on the 15th (fifteenth) day after
such later date as such claim becomes Allowed, Cash in an amount equal to
such Allowed Administrative Claim; PROVIDED, HOWEVER, that Allowed
Administrative Claims that may be paid from the proceeds of, and in
accordance with, insurance policies shall be paid on the later of (i) the
Effective Date and (ii) the date that such insurance claim would be paid
under the terms of the Debtors' applicable insurance policy or policies.

                  Administrative Claims for professional fees and expenses
Allowed pursuant to section 330 of the Bankruptcy Code shall be paid in
accordance with the Bankruptcy Court order allowing such fees and expenses.

                  2. Priority Tax Claims. Unless otherwise agreed by the
holder of an Allowed Priority Tax Claim (in which event such other agreement
shall govern), each holder of an Allowed Priority Tax Claim shall receive on
the First Distribution Date or on the 15th (fifteenth) day after such later
date as such claim becomes Allowed, Cash equal to the amount of such Allowed
Priority Tax Claim.

         B.       TREATMENT OF THE UNIMPAIRED CLASSES

                  Claims in Class 1 and Class 2 are not impaired under the
Plan. Therefore, pursuant to section 1126(f) of the Bankruptcy Code, the
holders of Claims and Interests in Class 1 and Class 2 are conclusively
presumed to have accepted the Plan. The unimpaired Claims against, and
Interests in, the Debtors will be treated in the following manner under the
Plan:

                  1. Class 1 -- Allowed Priority Claims. Each Allowed
Priority Claim in Class 1 shall be paid in full in Cash on the First
Distribution Date, or on such later date as such

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Claim becomes Allowed unless the holder of the Allowed Priority Claim agrees
to a later date of payment.

                  2. Class 2 -- Secured Claims. Holders of Secured Claims
have been assumed and purchased by Schlumberger pursuant to the Asset
Purchase Agreement and will not receive any Distributions pursuant to the
Plan.

         C.       TREATMENT OF IMPAIRED CLASSES

                  Claims and Interests in Class 3, Class 4 and Class 5 are
impaired. The impaired Classes of Claims against, and Interests in, the
Debtors will be treated in the following manner under the Plan:

                  1. Class 3 -- Unsecured Claims. (a) Each Allowed Unsecured
Claim in Class 3 shall be paid Cash equal to its Pro Rata share of the Cash
available to the Estates after satisfaction of Allowed Administrative Claims,
Allowed Priority Tax Claims and Allowed Priority Claims. Such Cash shall be
paid in a series of distributions, beginning on the First Distribution Date.

                           (b)  Pursuant to section 1126(a) of the Bankruptcy
Code, holders of Claims in Class 3 are entitled to vote to accept or reject
the Plan.

                  2. Class 4 -- Preferred Stock Interests. (a) Interests in
Class 4 shall be deemed Allowed. There shall be no distribution to holders of
Allowed Interests in Class 4. Such Interests shall be deemed canceled.

                           (b)  Pursuant to section 1126(g) of the Bankruptcy
Code, holders of Interests in Class 4 are conclusively presumed to have
rejected the Plan.

                  3. Class 5 -- Common Stock Interests. (a) Interests in
Class 5 shall be deemed Allowed. There shall be no distribution to holders of
Allowed Interests in Class 5. Such Interests shall be deemed canceled.

                           (b)  Pursuant to section 1126(g) of the Bankruptcy
Code, holders of Interests in Class 5 are conclusively presumed to have
rejected the Plan.

       SECTION IV. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

                  As authorized by section 1123(b)(2) of the Bankruptcy Code,
except for those executory contracts and unexpired leases listed on the
attached Schedule II, all the Debtors' executory contracts and unexpired
leases not assumed and assigned at the Closing are deemed rejected as of the
Effective Date. On the First Distribution Date, the Debtors shall make all
cure payments required by section 365(b) of the Bankruptcy Code in respect of
the executory contracts and unexpired leases listed on Schedule II.

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                  Each entity that is a party to an executory contract or
unexpired lease rejected pursuant to the Plan (and only such entities) will
be entitled to file, not later than thirty (30) days following the
Confirmation Date, a proof of claim for damages alleged to have been suffered
due to such rejection; provided, however, that the opportunity afforded an
entity whose executory contract or unexpired lease is rejected pursuant to
the Plan to file a proof of claim on or before such date shall in no way
apply to entities who may assert a claim on account of an executory contract
or unexpired lease that was previously rejected by the Debtors for which a
prior bar date was established. Any person or entity that has a claim for
damages as a result of the rejection of an executory contract or unexpired
lease pursuant to the terms of the Plan that does not file a proof of claim
in accordance with the terms and provisions of the Plan will be forever
barred from asserting that claim against any of the Debtors or any property
of the Estates.

                        SECTION V. IMPLEMENTATION OF PLAN

         A.       SUBSTANTIVE CONSOLIDATION

                  1. Consolidation of the Cases. The Plan contemplates and is
predicated upon entry of the Substantive Consolidation Order, which shall
effect the substantive consolidation of the Cases into a single chapter 11
case solely for the purposes of all actions associated with confirmation and
consummation of the Plan. On the Confirmation Date or such other date as may
be set by a Final Order of the Court, but subject to the occurrence of the
Effective Date: (i) all Intercompany Claims by and among the Debtors shall be
eliminated; (ii) all assets and liabilities of the Debtors shall be merged or
treated as through they were merged; (iii) all prepetition cross-corporate
guarantees of the Debtors shall be eliminated; (iv) all Claims based upon
guarantees of collection, payment or performance made by one or more Debtors
as to the obligations of another Debtor or of any other Person shall be
discharged, released and of no further force and effect; (v) all Interests of
any Debtor in any other Debtor shall be eliminated and (vi) each and every
Claim filed in the individual Case of any of the Debtors shall be deemed
filed against the consolidated Debtors in the consolidated Cases and shall be
deemed a single obligation of the Debtors under the Plan on and after the
Confirmation Date.

                  2. Substantive Consolidation Order. The Plan shall serve as
a motion seeking entry of an order substantively consolidating the Debtors'
Cases. Unless an objection to substantive consolidation is made in writing by
any creditor affected by the Plan as herein provided on or before five (5)
Business Days prior to the date that is fixed by the Court as the last date
on which acceptances to the Plan may be received, or such other date as may
be fixed by the Court, the Substantive Consolidation Order may be entered by
the Court. In the event any such objections are timely filed, a hearing with
respect thereto shall be scheduled by the Court, which hearing may, but need
not, coincide with the Confirmation Hearing.

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         B.       NONCONSENSUAL CONFIRMATION

                  The Debtors seek confirmation of the Plan in accordance
with section 1129(b) of the Bankruptcy Code either under the terms provided
herein or upon such terms as may exist if the Plan is modified in accordance
with section 1127(d) of the Bankruptcy Code.

         C.       PROCEDURE FOR DETERMINATION OF CLAIMS

                  1. Estimation of Disputed Claims. Pursuant to section
502(c) of the Bankruptcy Code, the Debtors shall make a reasonable estimation
of the expected Allowed Claim (the "Estimated Allowed Claim") for each
Disputed Claim, as scheduled on the attached Schedule III (the "Estimated
Allowed Claim Schedule") to be filed at the hearing on the Disclosure
Statement. The Plan shall serve as a motion seeking entry of an order
approving the Estimated Allowed Claim Schedule, thereby deeming such Claims
Allowed in accordance with the Estimated Allowed Claim Schedule or as
otherwise provided by the Bankruptcy Court (the "Allowed Claim Order").
Unless an objection to the Estimated Allowed Claim Schedule is made in
writing by any creditor affected by the Plan as herein provided on or before
five (5) Business Days prior to the date that is fixed by the Court as the
last date on which acceptances to the Plan may be received, or such other
date as may be fixed by the Court, the Allowed Claim Order (which may be the
Confirmation Order) may be entered by the Court. In the event any such
objections are timely filed, a hearing with respect thereto shall be
scheduled by the Court, which hearing will coincide with the Confirmation
Hearing.

                  2. Objections To Claims. (a) Notwithstanding the occurrence
of the Confirmation Date, and except as to any Claim that has been Allowed
prior to such date, the Debtors may object to the allowance of any Claim
against the Debtors or seek estimation thereof on any grounds permitted by
the Bankruptcy Code by filing the appropriate pleading with the Bankruptcy
Court at any time prior to the first Business Day that is 30 (thirty) days
after the Confirmation Date. To the extent any property is distributed to an
entity on account of a Claim that is not an Allowed Claim, such property
shall promptly be returned to the Debtors for deposit in the Distribution
Account.

                     (b) To the extent that a Disputed Claim ultimately
becomes an Allowed Claim, payments and distributions on account of such
Allowed Claim shall be made in accordance with the provisions of the Plan
governing the Class of Claims to which such Claim belongs. As soon as
practicable after the date that the order or judgment of the Bankruptcy Court
allowing such Claim becomes a Final Order, any property that would have been
distributed prior to the date on which a Disputed Claim becomes an Allowed
Claim shall be distributed, together with any dividends, payments or other
distributions made on account of such property from the date such
distributions would have been due had such Claim then been an Allowed Claim
to the date such distributions are made.

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         D.       DISTRIBUTIONS

                  1. Distribution Account. On the date of each Distribution,
the Debtors shall transfer Cash from the Operating Account to the
Distribution Account in the amount of the aggregate Distributions being made
on that Distribution Date. Such Cash will remain in the Distribution Account
until the thirtieth (30) day following the Distribution Date and as soon as
practicable thereafter, pursuant to Section V.D.7 below, the Debtors shall
transfer any remaining unclaimed Distributions to the Operating Account.

                  2. Dates of Distribution. On the First Distribution Date,
the Debtors shall make Distributions to holders of Allowed Administrative
Claims, Priority Tax Claims and Priority Claims called for by the Plan.
Debtors also shall make a Distribution to each holder of an Allowed Unsecured
Claim for the Allowed Amount on the First Distribution Date. The timing of
all other Distributions shall be made at the discretion of the Debtors,
PROVIDED that the Debtors shall make the Final Distribution no later than
December 1, 2000 except as the Bankruptcy Court may otherwise order.

                  3. Undeliverable Distributions. If a Distribution is
returned to the Debtors as undeliverable, the Debtors shall hold such
Distribution and shall not be required to take any further action with
respect to the delivery of the Distribution unless and until the earlier of
(1) the date on which the Debtors are notified in writing of the then current
address of the holder entitled to receive the Distribution or (2) November
30, 2000, except as the Bankruptcy Court may otherwise order. If the Debtors
are notified in writing of the then current address of the holder prior to
December 1, 2000, the Debtors shall promptly make the Distribution required
by the Plan to the holder at the then current address.

                  4. Sources of Cash and Manner of Payment. The Debtors shall
make all Distributions from the Distribution Account. At the option of the
Debtors, Distributions may be made in cash, by wire transfer or by a check
drawn on the Distribution Account. The Debtors have employed a disbursement
and paying agent, The Altman Group, Inc., for the purposes of making any or
all Distributions. All Distributions for the account of the holders of the
Senior Discount Notes (as defined in the Disclosure Statement) shall be made
to the indenture trustee for such holders, who shall distribute such
Distributions in accordance with the indenture governing such notes.

                  5. Interest. Unless otherwise required by applicable
bankruptcy law, post-petition interest shall not accrue or be paid on any
Claims, and no holder of a Claim shall be entitled to interest accruing on or
after the Petition Date on any Claim.

                  6. Fractional Dollars; De Minimis Distributions.  (a)
Whenever any payment of a fraction of a cent would otherwise be called for,
the actual payment shall reflect a rounding of such fraction to the nearest
whole cent.

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                  (b) No Distribution will be made on account of any Allowed
Claim to the holder any such Allowed Claim if the amount of such Distribution
for the Allowed Claim is less than $50.00. Immediately before the Final
Distribution Date, the Debtors shall (i) aggregate the amount of all
Distributions that would have been made on account of an Allowed Claim but
for this de minimis provision and (ii) on the Final Distribution Date, make a
Distribution on account of such Allowed Claim if the aggregate amount exceeds
$50.00.

                  7. Unclaimed Distributions. All Distributions that are
unclaimed for thirty (30) days after the date of Distribution thereof by mail
to the latest mailing address filed of record with the Bankruptcy Court for
the party entitled thereto or, if no such mailing address has been so filed,
the mailing address reflected in the Schedules, will remain in the Operating
Account for the Final Distribution to holders of Class 3 Claims.

                  8. Compliance with Tax Requirements. (a) In compliance with
section 346 of the Bankruptcy Code, the Debtors shall comply with all
withholding and reporting requirements imposed by federal, state or local
taxing authorities in connection with making Distributions pursuant to the
Plan.

                  (b) In connection with each Distribution with respect to
which the filing of an information return (such as an Internal Revenue
Service Form 1099 or 1042) and/or withholding is required, the Debtors shall
file such information return with the Internal Revenue Service and provide
any required statements in connection therewith to the recipients of such
Distribution, and/or effect any such withholding and deposit all moneys so
withheld to the extent required by law. With respect to any Person from whom
a tax identification number, certified tax identification number or other tax
information required by law to avoid withholding has not been received by the
Debtors, the Debtors may, at their sole option, withhold the amount required
and distribute the balance to such Person or decline to make such
Distribution until the information is received.

         E.       RESERVATION OF RIGHTS OF THE ESTATE

                  All claims or Causes of Action, cross-claims and
counterclaims of the Debtors of any kind or nature whatsoever, against third
parties arising before the Confirmation Date that have not been disposed of
prior to the Confirmation Date shall be preserved except for such claims or
Causes of Action, cross-claims and counterclaims of the Debtors which have
been released hereunder or pursuant to a Final Order.

         F.       AVOIDANCE ACTIONS

                  All of the Debtors' right, title and interest in and to
Causes of Action under sections 543, 547, 548, 549 and 550 of the Bankruptcy
Code will be abandoned and released as of the Closing Date and may not be
pursued by any other party in interest.

                                       14

<PAGE>


         G.       CONTINUED CORPORATE EXISTENCE; DISSOLUTION OF CERTAIN
                  DEBTORS

                  1. Except for the Parent, the Debtors shall dissolve on the
Effective Date pursuant to applicable state law. The Parent has all the power
to wind up the affairs of the other Debtors under applicable state laws in
addition to all the rights, powers and responsibilities conferred by the
Bankruptcy Code and the Plan.

                  2. As soon as practicable following the Final Distribution
pursuant to the Plan, the Chief Operating Officer shall (i) effectuate the
dissolution of the Parent in accordance with the laws of the State of
Delaware and any other applicable law and (ii) resign as the Chief Operating
Officer of the Parent.

         H.       OFFICERS, ROLE OF CHIEF OPERATING OFFICER

                  1. From and after the Effective Date, the Chief Operating
Officer, the Vice President and Secretary shall serve as the officers and
directors of the Parent.

                  2. The Chief Operating Officer, or the Vice President and
Secretary, at the direction and discretion of the Chief Operating Officer,
shall execute, deliver, file or record such documents, instruments, releases
and other agreements and take such actions as may be necessary or appropriate
to effectuate and further evidence the terms and conditions of the Plan.

                  3. The Chief Operating Officer and the Vice President and
Secretary shall be compensated from the Operating Account. Any professionals
retained by the Chief Operating Officer shall be entitled to reasonable
compensation for services rendered and reimbursement of expenses incurred
from the Operating Account. After the Effective Date, payment of the fees and
expenses of the Chief Operating Officer, the Vice President and Secretary and
professionals retained by the Debtors during these Cases shall be made in the
ordinary course of business and shall not be subject to the approval of the
Bankruptcy Court.

         I.       DISSOLUTION OF CREDITORS' COMMITTEE

                  The Creditors' Committee will continue in existence until
the Effective Date. Except for the completion of fee applications to be filed
with the Bankruptcy Court, on the Effective Date, (i) the Creditors'
Committee will dissolve and its members deemed released of their duties,
responsibilities and obligations in connection with the Debtors' Cases or the
Plan and (ii) the retention or employment of the Creditors' Committee's
professionals and agents shall terminate.

         J.       CANCELLATION OF NOTES/STOCK/INSTRUMENTS/AGREEMENTS

                  All Common Stock, Preferred Stock and other ownership
interests of any of the Debtors and all Senior Discount Notes, notes, bonds,
indentures, agreements, contracts or other instruments or documents
evidencing or creating any indebtedness, obligation or liability of any of

                                       15

<PAGE>


the Debtors shall be deemed canceled on the Effective Date and shall have no
force and effect against the Debtors, except for the purpose of evidencing
the right to participate in the Distributions contemplated by the Plan. As
required by the Securities Exchange Act of 1934, the Debtors will complete
and file a Form 15 (Certification and Notice of Termination of Registration)
with the Securities and Exchange Commission, thereby permitting CellNet Data
Systems, Inc. and CellNet Funding, L.L.C. to cease all reporting company
obligations under the Securities Exchange Act of 1934 as of the Effective
Date.

         K.       PROFESSIONAL FEES AND EXPENSES

                  Each person requesting compensation in the Debtors' Cases
pursuant to sections 326, 327, 328, 330, 331, 503(b) or 1103 of the
Bankruptcy Code on account of services performed or Claims otherwise arising
prior to the date of the Confirmation Hearing shall file an application for
allowance of compensation and reimbursement of expenses on or prior to the
30th (thirtieth) Business Day after such date. Failure to timely file an
application for such compensation shall result in the claim for such
compensation being forever barred. Objections to such applications shall be
filed no later than 15 (fifteen) days after completion of service of such
applications.

         L.       INSURANCE PRESERVATION

                  Nothing in the Plan, including any releases, shall diminish
or impair the enforceability of any Insurance Policies or other policies of
insurance that may cover any claims against the Debtors or any other Person.

         M.       RELEASE OF LIENS

                  On the Effective Date, all mortgages, deeds of trust, Liens
or other security interests against the property of the Estates shall be
released.

           SECTION VI. CONDITIONS TO CONFIRMATION AND THE EFFECTIVE DATE
                       -------------------------------------------------

         A.       CONDITIONS TO CONFIRMATION OF THE PLAN

                  The Plan may not be confirmed unless the Disclosure
Statement Order has been entered.

         B.       CONDITIONS TO OCCURRENCE OF THE EFFECTIVE DATE

                  The Effective Date is conditioned upon the following:

                  1. the entry of the Confirmation Order by the Bankruptcy
Court, more than ten (10) days have elapsed since the Confirmation Date, no
stay of the Confirmation Order is in effect and the Confirmation Order has
not been reversed, modified or vacated; and

                                       16

<PAGE>


                  2. the creation of the Distribution Account and the
Operating Account.

         C.       THE CONFIRMATION ORDER

                  If the Confirmation Order is vacated, pursuant to this
Section or otherwise, the Plan becomes null and void in all respects.


                           SECTION VII. MISCELLANEOUS

         A.       RETENTION OF JURISDICTION

                  Following the Effective Date, the Bankruptcy Court shall
retain such jurisdiction as is set forth in the Plan. Without in any manner
limiting the scope of the foregoing, the Bankruptcy Court shall retain
jurisdiction for the following purposes:

                  1. To determine the allowability, classification, priority
or subordination of Claims and Interests upon objection, or to estimate,
pursuant to section 502(c) of the Bankruptcy Code, the amount of any Claim
that is or is anticipated to be contingent or unliquidated as of the
Effective Date, or to hear proceedings to subordinate Claims or Interests
brought by any party in interest with standing to bring such objection or
proceeding;

                  2. To construe and enforce the Plan and the documents and
agreements filed in connection with the Plan and issue such orders as may be
necessary for the implementation, execution and consummation of the Plan;

                  3. To determine any and all applications for allowance of
compensation and expense reimbursement for periods on or before the Effective
Date, and to determine any other request for payment of administrative
expenses;

                  4. To determine all matters that may be pending before the
Bankruptcy Court on or before the Effective Date;

                  5. To resolve any dispute regarding the implementation or
interpretation of the Plan that arises at any time before the Cases are
closed, including determination, to the extent a dispute arises, of the
entities entitled to a Distribution within any particular Class of Claims;

                  6. To determine all applications, adversary proceedings,
contested matters and other litigated matters that were brought or that could
have been brought on or before the Effective Date;

                  7. To determine matters concerning local, state and federal
taxes in accordance with sections 346, 505 and 1146 of the Bankruptcy Code,
and to determine any tax claims that may arise against the Debtors as a
result of the transactions contemplated by the Plan;

                                       17

<PAGE>


                  8. To determine such other matters, or for such other
purposes, as may be provided in the Confirmation Order; and

                  9. To modify the Plan pursuant to section 1127 of the
Bankruptcy Code, or to remedy any apparent nonmaterial defect or omission in
the Plan, or to reconcile any nonmaterial inconsistency in the Plan so as to
carry out its intent and purposes.

                  Prior to the Effective Date, the Bankruptcy Court shall
retain jurisdiction with respect to each of the foregoing items and all other
matters that were subject to its jurisdiction prior to the Effective Date.

         B.       EXCULPATION

                  Except with respect to the express duties provided herein
none of the Debtors, the Creditors' Committee, or any of their respective
present or former members, directors, officers, employees, advisors,
attorneys, affiliates, subsidiaries or agents, shall have or incur any
liability to any holder of a Claim or Interest, or members of the Committee,
or any other party in interest, or any of their respective agents, employees,
representatives, financial advisors or attorneys, or any of their successors
or assigns, for any act or omission in connection with, relating to, or
arising out of these Cases, the pursuit of confirmation of the Plan, or the
consummation of the Plan, except for their willful misconduct or gross
negligence, and in all respects shall be entitled to reasonably rely upon the
advice of counsel with respect to their duties and responsibilities under the
Plan or in the context of these Cases. Except with respect to the express
duties provided herein, no holder of a Claim or Interest, member of the
Committee, or any other party in interest, including their respective agents,
employees, representatives, financial advisors, or attorneys, shall have any
right of action against the Debtors, the Creditors' Committee, or any of
their respective present or former members, directors, officers, employees,
advisors, attorneys, affiliates, subsidiaries or agents, for any act or
omission in connection with, relating to, or arising out of, these Cases, the
pursuit of confirmation of the Plan, the consummation of the Plan or the
administration of the Plan, except for their willful misconduct or gross
negligence.

         C.       INJUNCTION

                  The Confirmation Order will provide, among other things,
that each holder of a Claim or Interest, any trustee for any such holder, any
other party in interest, and any of their respective agents, employees,
representatives, financial advisors, or attorneys, and any of their
successors and assigns, shall be permanently enjoined from taking any of the
following actions against the Debtors, the Creditors' Committee, any of their
respective present or former members, directors, officers, employees,
advisors, attorneys, affiliates, subsidiaries or agents, for any act or
omission in connection with, relating to, or arising out of, these Cases, the
pursuit of confirmation of the Plan, the consummation of the Plan or the
administration of the Plan, except for their willful misconduct or gross
negligence: (a) commencing, conducting, or continuing in any manner, directly
or indirectly, any suit, action or other proceeding of any kind (including
without limitation, any proceeding in a judicial, arbitral, administrative or
other forum)(other than any actions to enforce any rights or obligations
under this Plan); (b) enforcing, levying, attaching

                                       18

<PAGE>


(including, without limitation, any pre-judgment attachment), collecting or
otherwise recovering by any manner or means, whether directly or indirectly,
any judgment, award, decree or order; (c) creating, perfecting or otherwise
enforcing in any manner, directly or indirectly, any encumbrance of any kind;
(d) asserting any right of setoff of any kind, directly or indirectly; (e)
acting or proceeding in any manner, in any place whatsoever, that does not
conform to or comply with the provisions of the Plan; and (f) prosecuting or
otherwise asserting any right, claim or cause of action released pursuant to
the Plan.

         D.       TERMS BINDING

                  On the Effective Date, all provisions of the Plan,
including all agreements, instruments and other documents filed in accordance
with the Plan and executed by the Debtors in connection with the Plan, shall
be binding upon the Debtors, all Claim and Interest holders and all other
entities that are affected in any manner by the Plan. All agreements,
instruments and other documents filed in connection with the Plan shall have
full force and effect, and shall bind all parties thereto as of the Effective
Date, whether or not such exhibits actually shall be executed by parties
other than the Debtors or shall be issued, delivered or recorded on the
Effective Date or thereafter.

         E.       ADDITIONAL TERMS OF OTHER INSTRUMENTS

                  The agreements entered into pursuant to the Plan shall
contain such other terms, not inconsistent with the provisions of the Plan,
as are reflected in the forms of such agreements and related documents filed
with the Bankruptcy Court at least five (5) days prior to the Confirmation
Hearing. Any modification of the documents after such date shall be treated
as a Plan modification and shall be governed by section 1127 of the Code.

         F.       PAYMENT DATES

                  Whenever any payment to be made under the Plan is due on a
day other than a Business Day, such payment shall instead be made, without
interest, on the next succeeding Business Day.

         G.       SUCCESSORS AND ASSIGNS

                  The rights, benefits and obligations of any person named or
referred to in the Plan shall be binding upon, and shall inure to the benefit
of, the heir, executor, administrator, successor or assignee of such person.

         H.       INCONSISTENCIES

                  In the event that there is any inconsistency between the
Plan and the Disclosure Statement, any exhibit to the Plan or any other
instrument or document created or executed pursuant to the Plan, the Plan
shall govern.

                                       19

<PAGE>


         I.       COMPLIANCE WITH APPLICABLE LAW

                  It is intended that the provisions of the Plan (including
the implementation thereof) shall be in compliance with all applicable laws
and any rules and regulations promulgated thereunder. If the Debtors conclude
that the Plan may not comply with applicable law, then and in such event the
Debtors intend to amend the Plan in such respects as they deem necessary to
bring the Plan into compliance therewith.

         J.       GOVERNING LAW

                  Except to the extent that the Bankruptcy Code or any other
federal law is applicable or to the extent the law of a different
jurisdiction is validly elected by the Debtors, the rights, duties and
obligations arising under the Plan shall be governed in accordance with the
substantive laws of the United States of America and, to the extent federal
law is not applicable, the State of Delaware.

         K.       MODIFICATION OF PLAN

                  The Plan may be modified pursuant to section 1127 of the
Bankruptcy Code.

         L.       HEADINGS

                  The headings used in the Plan are inserted for convenience
only and neither constitute a portion of the Plan nor in any manner affect
the construction thereof.

                                       20

<PAGE>


Dated:    July 11, 2000

CELLNET DATA SYSTEMS, INC.,
Debtor and Debtor In Possession

By:         /S/ JOHN S. DUBEL
   ------------------------------
Name: John S. Dubel
Title: Chief Operating Officer


CELLNET FUNDING, L.L.C.,
Debtor and Debtor In Possession

By:         /S/ JOHN S. DUBEL
   ------------------------------
Name: John S. Dubel
Title: Chief Operating Officer


CELLNET DATA RETROFIT SERVICES INC.,
Debtor and Debtor In Possession

By:         /S/ JOHN S. DUBEL
   ------------------------------
Name: John S. Dubel
Title: Chief Operating Officer


CELLNET DATA SERVICES, INC.,
Debtor and Debtor In Possession

By:         /S/ JOHN S. DUBEL
   ------------------------------
Name: John S. Dubel
Title: Chief Operating Officer


CELLNET DATA SERVICES (AZ), INC.,
Debtor and Debtor In Possession

By:         /S/ JOHN S. DUBEL
   ------------------------------
Name: John S. Dubel
Title: Chief Operating Officer


CELLNET DATA SERVICES (CA), INC.,
Debtor and Debtor In Possession

By:         /S/ JOHN S. DUBEL
   ------------------------------
Name: John S. Dubel
Title: Chief Operating Officer

                                       21

<PAGE>


CELLNET DATA SERVICES (IS), INC.,
Debtor and Debtor In Possession

By:         /S/ JOHN S. DUBEL
   ------------------------------
Name: John S. Dubel
Title: Chief Operating Officer


CELLNET DATA SERVICES (KC), INC.,
Debtor and Debtor In Possession

By:         /S/ JOHN S. DUBEL
   ------------------------------
Name: John S. Dubel
Title: Chief Operating Officer


CELLNET DATA SERVICES (ME), INC.,
Debtor and Debtor In Possession

By:         /S/ JOHN S. DUBEL
   ------------------------------
Name: John S. Dubel
Title: Chief Operating Officer


CELLNET DATA SERVICES (MSP), INC.,
Debtor and Debtor In Possession

By:         /S/ JOHN S. DUBEL
   ------------------------------
Name: John S. Dubel
Title: Chief Operating Officer


CELLNET DATA SERVICES (NH), INC.,
Debtor and Debtor In Possession

By:         /S/ JOHN S. DUBEL
   ------------------------------
Name: John S. Dubel
Title: Chief Operating Officer


CELLNET DATA SERVICES (PA), INC.,
Debtor and Debtor In Possession

By:         /S/ JOHN S. DUBEL
   ------------------------------
Name: John S. Dubel
Title: Chief Operating Officer

                                       22

<PAGE>


CELLNET DATA SERVICES (SF), INC.,
Debtor and Debtor In Possession

By:         /S/ JOHN S. DUBEL
   ------------------------------
Name:    John S. Dubel
Title: Chief Operating Officer


CELLNET DATA SERVICES (SL), INC.,
Debtor and Debtor In Possession

By:         /S/ JOHN S. DUBEL
   ------------------------------
Name:    John S. Dubel
Title: Chief Operating Officer


CELLNET DATA SERVICES (TX), INC.,
Debtor and Debtor In Possession

By:         /S/ JOHN S. DUBEL
   ------------------------------
Name:    John S. Dubel
Title: Chief Operating Officer


CN HOLDINGS, INC.,
Debtor and Debtor In Possession

By:         /S/ JOHN S. DUBEL
   ------------------------------
Name:    John S. Dubel
Title: Chief Operating Officer


CN HOLDINGS (TX), INC.,
Debtor and Debtor In Possession

By:         /S/ JOHN S. DUBEL
   ------------------------------
Name:    John S. Dubel
Title: Chief Operating Officer


CN FREQUENCY (ME), INC.,
Debtor and Debtor In Possession

By:         /S/ JOHN S. DUBEL
   ------------------------------
Name:    John S. Dubel
Title: Chief Operating Officer

                                       23

<PAGE>


CN FREQUENCY (NH), INC.,
Debtor and Debtor In Possession

By:         /S/ JOHN S. DUBEL
   ------------------------------
Name: John S. Dubel
Title: Chief Operating Officer


CN FREQUENCY (PA), INC.,
Debtor and Debtor In Possession

By:         /S/ JOHN S. DUBEL
   ------------------------------
Name: John S. Dubel
Title: Chief Operating Officer


CN FREQUENCY (SF), INC.,
Debtor and Debtor In Possession

By:         /S/ JOHN S. DUBEL
   ------------------------------
Name: John S. Dubel
Title: Chief Operating Officer


CN PARTNERS (TX), L.P.,
Debtor and Debtor In Possession
by its General Partner, CellNet Data Systems (TX), Inc.

By:         /S/ JOHN S. DUBEL
   ----------------------------
Name: John S. Dubel
Title: Chief Operating Officer:

                                       24

<PAGE>


Schedule I
SUBSIDIARY DEBTORS

CellNet Funding, L.L.C.
CellNet Data Retrofit Services, Inc.
CellNet Data Services, Inc.
CellNet Data Services (AZ), Inc.
CellNet Data Services (CA), Inc.
CellNet Data Services (IS), Inc.
CellNet Data Services (KC), Inc.
CellNet Data Services (ME), Inc.
CellNet Data Services (MSP), Inc.
CellNet Data Services (NH), Inc.
CellNet Data Services (PA), Inc.
CellNet Data Services (SF), Inc.
CellNet Data Services (SL), Inc.
CellNet Data Services (TX), Inc.
CN Holdings, Inc.
CN Holdings (TX), Inc.
CN Frequency (ME), Inc.
CN Frequency (NH), Inc.
CN Frequency (PA), Inc.
CN Frequency (SF), Inc.
CN Partners (TX), L.P.



Schedule II
Executory Contracts and
Unexpired Leases Not Rejected
PURSUANT TO THE PLAN

(Schedule II not included)



Schedule III
ESTIMATED ALLOWED CLAIM SCHEDULE

(Schedule III not included)

                                       25