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Exhibit 99.3  --  Order of Confirmation


                      IN THE UNITED STATES BANKRUPTCY COURT

                          FOR THE DISTRICT OF DELAWARE


                                       -----------------------------------
--------------------------------------x
In re                                 :  Chapter 11
                                      :
CELLNET DATA SYSTEMS, INC., ET AL.,   :  Case No. 00-844 (PJW)
                                      :
                                      :  (Jointly Administered)
                  Debtors.            :
                                      :
--------------------------------------x
                                       -----------------------------------


                    ORDER CONFIRMING THE AMENDED AND RESTATED
              JOINT CONSOLIDATED LIQUIDATING PLAN OF REORGANIZATION
                            DATED AS OF JULY 11, 2000


                  WHEREAS, CellNet Data Systems, Inc. ("CellNet") and its
remaining subsidiaries 1/ (together with CellNet, collectively, the
"DEBTORS") having filed the Joint Consolidated Liquidating Plan of
Reorganization and the Disclosure Statement for the Joint Consolidated
Liquidating Plan of Reorganization, each dated as of June 4, 2000 and having
filed the Amended and Restated Disclosure Statement for the Amended and
Restated Joint Consolidated Liquidating Plan of Reorganization, dated as of
July 11, 2000 (the "DISCLOSURE STATEMENT") and the Amended and Restated Joint
Consolidated Liquidating Plan of Reorganization, dated as of July 11, 2000
(the "Plan"); 2/ and

-------------------------------
         1/ The following entities are the remaining subsidiaries of the
Parent: 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. and CN Partners (TX), L.P.

         2/ Unless otherwise defined, capitalized terms used herein shall
have the meanings as set forth in the Plan.

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                  WHEREAS, on July 11, 2000, upon finding that the Disclosure
Statement satisfied the requirements of section 1125 of Chapter 11 of Title
11 of the United States Code (the "BANKRUPTCY CODE"), the Court entered an
order (the "DISCLOSURE STATEMENT ORDER"), INTER ALIA, approving the
Disclosure Statement, approving the Debtors' ballots and solicitation
procedures, fixing the voting and objection deadlines at 2:00 p.m. and 4:00
p.m., respectively, on August 11, 2000, fixing the Confirmation Hearing for
August 16, 2000 at 2:00 p.m., and approving the forms of notice to be sent to
each Class of Claims or Interests, including the notice of the Confirmation
Hearing (the "CONFIRMATION HEARING NOTICE"); and

                  WHEREAS, The Altman Group, Inc., the Debtors' Ballot Agent,
transmitted the Disclosure Statement, the Disclosure Statement Order, the
Confirmation Hearing Notice and related solicitation materials in compliance
with the Disclosure Statement Order, and such transmission is attested to in
the affidavit of Kenneth L. Altman, sworn to August 10, 2000 and filed with
the Clerk of the Court; and

                  WHEREAS, the Debtors caused the Confirmation Hearing Notice
to be published in compliance with the Disclosure Statement Order, and such
publication is attested to in the affidavit of Kenneth L. Altman, sworn to on
July 20, 2000 and the affidavit of Pamela J. Garstka, the Advertising Clerk
of the Publisher of THE WALL STREET JOURNAL (National Edition), sworn to on
July 20, 2000, both affidavits were filed with the Clerk of this Court; and

                  WHEREAS, the Debtors filed the affidavit of Kenneth L. Altman,
sworn to on August 14, 2000, attesting to the tabulation of all ballots received
from holders of Class 3 Claims under the Plan (Class 3 being the only Class to
vote on the Plan) by August 11, 2000 at 2:00 p.m. and attesting to the results
of the tabulation, with the Debtors receiving 154 acceptances out of 162 votes
from Class 3 Claimants, with Class 3 Claimants who voted in favor of the Plan
holding $386,298,575.28 in Allowed Claims, such acceptances being 95% in number
and 99.9% in principal amount of all ballots received, in satisfaction of the
requirements in section 1126 of the Bankruptcy Code; and

                  WHEREAS, the Court received objections from Itron, Inc., State
of Missouri Department of Revenue ("STATE OF MISSOURI"), and two individual
shareholders; and

                  WHEREAS, the Debtors submitted the Affidavit of John S.
Dubel, the Chief Operating Officer of the Debtors, in support of the Debtors'
Plan ("DUBEL AFFIDAVIT"); and

                  WHEREAS, the Debtors filed a memorandum of law in support
of confirmation of the Plan (the "CONFIRMATION MEMORANDUM"); and

                  WHEREAS, the Confirmation Hearing was held on August 16,
2000;

                  NOW, THEREFORE, the Court having considered the Affidavits
referred to above, the Confirmation Memorandum, the record of the
Confirmation Hearing and the entire record of these Chapter 11 Cases, and
after due deliberation thereon;

                                      2

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                  IT IS HEREBY FOUND AND DETERMINED that:

                  1. CORE PROCEEDING (28 U.S.C. SECTION 157(b)(2)). This
Court has jurisdiction under sections 1334(a) and (b) of title 28 of the
United States Code and section 105 of the Bankruptcy Code to consider
confirmation of the Plan and all provisions thereof. Confirmation of the Plan
is a core proceeding under 28 U.S.C. section 157(b)(2).

                  2. TRANSMITTAL AND MAILING OF MATERIALS; NOTICE. The
Disclosure Statement, Confirmation Hearing Notice, Disclosure Statement
Order, and the ballots were transmitted and served in compliance with the
Disclosure Statement Order and the Bankruptcy Rules and such transmittal and
service were adequate and sufficient. Adequate and sufficient notice of the
Confirmation Hearing was given in compliance with the Bankruptcy Rules and
the Disclosure Statement Order, and no further notice is required.

                  3. PLAN COMPLIANCE WITH BANKRUPTCY CODE (11 U.S.C. SECTION
1129(a)(1)). The Plan complies with the applicable provisions of the
Bankruptcy Code and Bankruptcy Rules thereby satisfying 11 U.S.C. section
1129(a)(1).

                  a. PROPER CLASSIFICATION (11 U.S.C. SECTIONS 1122,
1123(a)(1)). The Plan designates three (3) Classes of Claims and two (2)
Classes of Interests. Classification of these Claims and Interests is proper
and consistent with Section 1122 of the Bankruptcy Code because each Claim
and each Interest classified in such Classes is substantially similar to the
other Claims and Interests therein. The Plan thereby satisfies Section
1123(a)(1) of the Code.

                  b. SPECIFIED TREATMENT OF UNIMPAIRED CLAUSES (11 U.S.C.
SECTION 1123(a)(2)). The Plan specifies that Classes 1 and 2 are not
impaired under the Plan, thereby satisfying Section 1123(a)(2) of the
Bankruptcy Code.

                  c. SPECIFIED TREATMENT OF IMPAIRED CLASSES (11 U.S.C.
SECTION 1123(a)(3)). The Plan specifies the treatment of impaired Classes 3,
4 and 5, thereby satisfying section 1123(a)(3) of the Bankruptcy Code.

                  d. NO DISCRIMINATION (11 U.S.C. SECTION 1123(a)(4)). The
Plan provides for the same treatment for each Allowed Claim or Interest in
each respective Class unless the holder of such Claim or Interest has agreed
to a less favorable treatment of such Claim or Interest, thereby satisfying
Section 1123(a)(4) of the Bankruptcy Code.

                  e. IMPLEMENTATION OF THE PLAN (11 U.S.C. SECTION
1123(a)(5)). Section V of the Plan provides adequate and proper means for
implementation of the Plan, thereby satisfying section 1123(a)(5) of the
Bankruptcy Code.

                  f. NONVOTING EQUITY SECURITIES (11 U.S.C. SECTION
1123(a)(6)). Because the Debtors are no longer a going concern and their
primary asset is Cash, the Debtors will not issue any securities nor will
they continue in business as incorporated entities. Thus, Section 1123(a)(6)
is inapplicable.

                                      3

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                  g. CONTINUATION OF EXISTING CORPORATE OFFICERS AND
DIRECTORS (11 U.S.C. SECTION 1123(a)(7)). In accordance with Section
1123(a)(7) the continuation of the Chief Operating Officer and the Vice
President and Secretary is consistent with the interests of creditors and
with public policy.

                  h. IMPAIRMENT OF CLASSES (11 U.S.C. SECTION 1123(b)(1)). In
accordance with section 1123(b)(1) of the Bankruptcy Code, Section III of the
Plan impairs or leaves unimpaired, as the case may be, each Class of Claims
and Interests under the Plan.

                  i. REJECTION OF EXECUTORY CONTRACTS (11 U.S.C. SECTION
1123(b)(2)). The Plan constitutes a motion by the Debtors to (a) reject as of
the Effective Date all executory contracts to which such Debtor is a party,
except the executory contracts specified in Schedule II of the Plan, and (b)
assume the executory contracts specified in Schedule II of the Plan, with
cure payments to be made on the First Distribution Date.

                  j. EXCULPATION (11 U.S.C. SECTION 524(e) OBJECTION).
Section VII(B) of the Plan complies with the limitations of section 524(e) of
the Bankruptcy Code. Section 1125(e) of the Bankruptcy Code provides a
similar safe harbor for postpetition conduct of debtors and others. Section
1129(a)(2) of the Code requires the Court to evaluate the Debtors'
postpetition conduct. The exculpatory language of the Plan, which is limited
to postpetition conduct, is consistent with section 1129(a)(2) and 1125(e) of
the Plan. The State of Missouri has objected to the exculpatory language of
the Plan but has not identified any actual harm from such language,
indicating mootness of their arguments and a lack of standing as to its
arguments. The Plan clearly provides for full payment of the State of
Missouri's claims and the Debtors clearly have the resources to make such
payment. Finally, the Court does not interpret the exculpation, release and
injunction provisions of the Plan or this Order to interfere with the State
of Missouri's rights to collect prepetition taxes from nondebtors liable
therefore.

                  4. DEBTORS' COMPLIANCE WITH BANKRUPTCY CODE (11 U.S.C.
SECTION 1129(a)(2)). The Debtors have complied with the applicable provisions
of the Bankruptcy Code, thereby satisfying section 1129(a)(2) of the
Bankruptcy Code.

                  5. PLAN PROPOSED IN GOOD FAITH (11 U.S.C. SECTION
1129(a)(3)). The Debtors have proposed the Plan in good faith and not by any
means forbidden by law, thereby satisfying section 1129(a)(3) of the
Bankruptcy Code. The objection of Itron, Inc. is withdrawn with the parties
reserving all of their rights concerning the estimation and liquidation of
Itron's claims. Notwithstanding anything contained herein or in the Plan, the
Stipulation and Order Pursuant to Bankruptcy Rule 4001(d) Between Debtor
CellNet Data systems, Inc. and Itron, Inc. for Relief from the Automatic
Stay, entered by the Court on March 24, 2000, shall remain in full force and
effect. The Debtors' good faith is evident from the record of these hearings
and the retention of jurisdiction provision in the Plan is entirely customary
and lawful.

                  6. PAYMENTS FOR SERVICES OR COSTS AND EXPENSES (11 U.S.C.
SECTION 1129(a)(4)). Any payment made or to be made by any Debtor for
services or for costs and expenses in or in connection with the Chapter 11
Case, or in connection with the Plan and incident to the Chapter

                                      4

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11 Case, has been approved by, or is subject to the approval of, the Court as
reasonable, thereby satisfying section 1129(a)(4) of the Bankruptcy Code.

                  7. DIRECTORS, OFFICERS, AND INSIDERS (11 U.S.C. SECTION
1129(a)(5)). The Debtors have complied with section 1129(a)(5) of the
Bankruptcy Code. To the extent known at this time, the Debtors have disclosed
the identity, affiliations and compensation of the Chief Operating Officer
and Vice President and Secretary.

                  8. NO RATE CHANGES (11 U.S.C. SECTION 1129(a)(6)). The
Debtors are not subject to any governmental regulatory commissions and
section 1129(a)(6) is inapplicable.

                  9.       BEST INTERESTS OF CREDITORS TEST (11 U.S.C.
SECTION 1129(a)(7)).  The Plan satisfies section 1129(a)(7) of the Bankruptcy
Code. Specifically:

                  a. The liquidation analysis provided in the Dubel Affidavit
and the Disclosure Statement is satisfactory and has not been controverted by
other evidence.

                  b. With respect to each impaired class, each holder of a
Claim against or an Interest in a Debtor either has accepted the Plan or will
receive or retain under the Plan on account of such Claim or Interest
property of a value, as of the Effective Date of the Plan, that is not less
than the amount that such holder would receive or retain if such Debtor were
liquidated under Chapter 7 of the Bankruptcy Code on such date. No class has
made an election under section 1111(b)(2) of the Bankruptcy Code.

                  10. ACCEPTANCE BY CERTAIN CLASSES (11 U.S.C. SECTION
1129(a)(8)). With respect to each Debtor, Classes 1 and 2 are unimpaired and
are deemed to have accepted the Plan. Class 3 is impaired and has voted to
accept the Plan. Because Classes 4 and 5 will not receive any Distributions
under the Plan, they are deemed to have rejected the Plan. Because not all
impaired Classes of Claims and Interests have accepted the Plan or are deemed
to have accepted the Plan, the requirements of section 1129(a)(8) have not
been met, thus requiring application of section 1129(b) of the Bankruptcy
Code as to those Debtors that are proceeding with confirmation of the Plan.

                  11. TREATMENT OF ADMINISTRATIVE AND TAX CLAIMS (11 U.S.C.
SECTION 1129(a)(9)). The treatment of Administrative Claims and Priority
Claims under Sections III(A) and (B) of the Plan, respectively, satisfies the
requirements of section 1129(a)(9)(A) and (B) of the Bankruptcy Code, and the
treatment of Priority Tax Claims under Section III(A) of the Plan satisfies
the requirements of section 1129(a)(9)(C) of the Bankruptcy Code, thus
mooting the State of Missouri's objection.

                  12. ACCEPTANCE BY IMPAIRED CLASSES (11 U.S.C. SECTION
1129(a)(10)). More than a majority in number and two-thirds in dollar amount
of the noninsider creditors in Class 3 who voted to accept or reject the Plan
accepted the Plan. Therefore, section 1129(a)(10) of the Bankruptcy Code is
satisfied.

                                      5

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                  13. FEASIBILITY (11 U.S.C. SECTION 1129(a)(11)). The Plan
itself calls for liquidation of the Debtors; therefore, confirmation of the
Plan is not likely to be followed by the need for further financial
reorganization of the Debtors, thereby satisfying (or eliminating the need to
consider) section 1129(a)(11) of the Bankruptcy Code.

                  14. PAYMENT OF FEES (11 U.S.C. SECTION 1129(a)(12)). All
fees under 28 U.S.C. section 1930 presented to date have been paid or
provided for, thereby satisfying section 1129(a)(12) of the Bankruptcy Code.
Such fees shall be paid postconfirmation to the extent required by 28 U.S.C.
ss. 1930.

                  15. CONTINUATION OF RETIREE BENEFITS (11 U.S.C. SECTION
1129(a)(13)). The Debtors do not have any "retiree benefits" programs, as
such term is defined in section 1114 of the Bankruptcy Code. Therefore,
section 1129(a)(13) is not applicable.

                  16.      IDENTIFICATION OF PLAN PROPONENTS (FED. R. BANKR.
P. 3016(a)).  As required by Bankruptcy Rule 3016(a), the Plan is dated and
identifies the Plan proponents.

                  17. FAIR AND EQUITABLE; NO UNFAIR DISCRIMINATION (11 U.S.C.
SECTION 1129(b)).

                  (a) CLASS 4 INTERESTS. Class 4 is an impaired class of
Preferred Stock equity interests. Pursuant to section 1129(b) of the
Bankruptcy Code, the Court finds that the Plan does not discriminate
unfairly, and is fair and equitable with respect to Class 4 Interests. No
holder of Claims or Interests junior to the equity interests of Class 4
Interests will receive or retain any property under the Plan on account of
such junior Claims or Interests and no Class of Claims senior to Class 4
Interests is receiving more than full payment on account of the Claims in
such Class.

                  (b) CLASS 5 INTERESTS. Class 5 is an impaired class of
Common Stock equity interests. Pursuant to section 1129(b) of the Bankruptcy
Code, the Court finds that the Plan does not discriminate unfairly, and is
fair and equitable with respect to Class 5 Interests. No holder of Claims or
Interests junior to the equity interests of Class 5 Interests will receive or
retain any property under the Plan on account of such junior Claims or
Interests and no Class of Claims senior to Class 5 Interests is receiving
more than full payment on account of the Claims in such Class. All objections
by holders of Class 5 Interests to confirmation are hereby overruled. Thus,
the Plan satisfies section 1129(b) as to each of the Classes described above.

                  18. PRINCIPAL PURPOSE OF PLAN (11 U.S.C. SECTION 1129(d)).
The principal purpose of the Plan is not the avoidance of taxes and the
deadline for filing the Debtors' 1999 tax return with the State of Missouri
is September 15, 2000.

                  19. ASSUMPTION AND REJECTION (11 U.S.C. SECTION 365(b)).
Section IV of the Plan governing the assumption and rejection of executory
contracts and unexpired leases satisfies section 365(b) of the Bankruptcy
Code.

                  20. ALLOWED CLAIMS (11 U.S.C. SECTION 502(b)). Except for
the objection of Itron, Inc., no objections to the Estimated Allowed Claim
Schedule attached to the Plan as Schedule III

                                      6

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remain unresolved. All litigation concerning Itron, Inc.'s claims, including,
but not limited to, issues of abstention and withdrawal pursuant to section
157(d) of title 28 of the United States Code shall be heard on a later date.
There is no further need for notice and a hearing with regard to the
Estimated Allowed Claim Schedule.

                  21. SUBSTANTIVE CONSOLIDATION. There are no objections to
the substantive consolidation of the Debtors and their Estates. The Debtors'
creditors treated them as a single economic unit, relying on consolidated
financial information and not their structurally separate corporate entities
in determining their creditworthiness and extending credit. The substantive
consolidation of the Estates facilitates the implementation of the Plan,
enabling the Debtors to treat holders of Claims with greater similarity and
fairness and save administrative costs by simplifying administration of the
remaining assets and liabilities. In addition to being justified pursuant to
applicable law, substantive consolidation is in the best interests of their
creditors. The recovery of virtually all creditors will be higher or
approximately equal, under the Plan, as it would be if there were no
substantive consolidation.

                  22. CONDITIONS TO CONFIRMATION. The condition to
confirmation set forth in Section VI (A) of the Plan (i.e., approval of the
Disclosure Statement) has been satisfied.

NOW, THEREFORE, IT IS HEREBY ORDERED THAT,

                  23. CONFIRMATION. The Plan is hereby confirmed with respect
to the Debtors.

                  24. OBJECTIONS. All of the objections to confirmation of
the Plan and all reservations of rights included therein that have not been
withdrawn or rendered moot are overruled.

                  25.      SUBSTANTIVE CONSOLIDATION.  The substantive
consolidation of the Estates is hereby granted.

                  26. ASSUMPTION AND REJECTION. The Debtors are hereby
authorized to (a) assume the executory contracts and unexpired leases listed
on Schedule II of the Plan and make cure payments on the First Distribution
Date and (b) reject all executory contracts and unexpired leases not listed
in Schedule II of the Plan.

                  27. EXCULPATION. (a) Except with respect to the express
duties provided in the Plan, 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 member
of the Creditors' 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.

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                  (b) Except with respect to the express duties provided in
the Plan, no holder of a Claim or Interest, 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.

                  28. INJUNCTION. 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 (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.

                  29. INJUNCTIONS AND AUTOMATIC STAY. All injunctions or
stays provided for in the Chapter 11 Case under section 105 or 362 of the
Bankruptcy Code and in existence on the Confirmation Date shall remain in
full force and effect until the Effective Date, but shall be of no force and
effect thereafter.

                  30. ALLOWED CLAIMS. Except for the Claim of Itron, Inc. and
the claim of GE Modular Space, Inc. (a) each Claim listed on the Estimated
Allowed Claim Schedule shall be Allowed in the amount set forth on the
Estimated Allowed Claim Schedule and (b) any Claim or portion thereof for
which disallowance is provided for in such Schedule shall be disallowed as so
provided.

                  31. BINDING EFFECT. Effective as of the Confirmation Date,
but subject to the occurrence of the Effective Date, in accordance with
section 1141(a) of the Bankruptcy Code, the Plan, its provisions, and this
Order shall be binding upon: (i) the Debtor; (ii) any party to an executory
contract of the Debtor; and (iii) any creditor of equity interest holder of
any Debtor,

                                      8

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whether or not the Claim or Interest of such creditor or equity interest
holder is impaired under the Plan and whether or not such creditor or equity
interest holder has accepted the Plan.

                  32. GENERAL AUTHORIZATIONS. The Debtors and the Chief
Operating Officer are hereby authorized and empowered pursuant to section
1142(b) of the Bankruptcy Code to execute and deliver, and take such action
as is necessary to effectuate the terms of, the instruments, agreements, and
documents contemplated by the Plan.

                  33. CANCELLATION OF PREFERRED STOCK AND COMMON STOCK.
Effective as of the Effective Date, the Preferred Stock and the Common Stock
shall be canceled and be deemed null and void.

                  34. FAILURE TO CONSUMMATE PLAN. If the Effective Date does
not occur, then (a) the Plan, (b) assumption or rejection of executory
contracts or unexpired leases pursuant to the Plan, (c) any document or
agreement executed pursuant to the Plan, and (d) any actions, releases,
waivers, or injunctions authorized by this Confirmation Order or any order in
aid of consummation of the Plan shall be deemed null and void. In such event,
nothing contained in this Confirmation Order, any order in aid of
consummation of the Plan, or the Plan, and no acts taken in preparation for
consummation of the Plan, (a) shall be deemed to constitute a waiver or
release of any Claims or Interests by or against any Debtor or any other
Person, to prejudice in any manner the rights of any Debtor or any Person in
any further proceedings involving such Debtor or otherwise, or to constitute
an admission of any sort by any Debtor or any other Person as to any issue,
including, without limitation, issues relating to the ownership by or the
rights of any Debtor in all or any part of the property owned, sold, held by
or in the possession of any Debtor or (b) shall be construed as a finding of
fact or conclusion of law in respect thereof.

                  35. RETENTION OF JURISDICTION. The Court shall retain
jurisdiction in accordance with the terms of Section VII(A) of the Plan, the
other provisions of this Confirmation Order and Section 1142 of the
Bankruptcy Code. Until these Chapter 11 Cases are closed, any party in
interest may commence a proceeding in the Court in respect of any matter as
to which jurisdiction has been retained.

                  36. NOTICE OF ENTRY OF CONFIRMATION ORDER. In accordance
with Bankruptcy Rules 2002 and 3020(c), on or before the Effective Date, The
Altman Group, Inc., the Debtors' publication agent, shall give notice of the
entry of this Confirmation Order, together with a copy of this Confirmation
Order in the form entered by the Court, by United States first class mail
postage prepaid, by hand, or by overnight courier service to (a) the United
States Trustee, (b) counsel for the Creditors' Committee, (c) counsel for the
Noteholder Group, (d) the Securities and Exchange Commission at Washington,
D.C., (e) the entities who requested notice of the Plan, the Disclosure
Statement, and other documents or who objected to the Disclosure Statement or
confirmation of the Plan, (f) entities who requested notices under Bankruptcy
Rule 2002, (g) the Indenture Trustee, (h) all parties to executory contracts
or unexpired leases rejected pursuant to the Plan, and (i) all creditors who
have filed proofs of claim in these Chapter 11 Cases or who are scheduled in
the Debtors' schedules of assets and liabilities, dated on or about April 10,
2000, or any amendment or modification thereto.

                                      9

<PAGE>


                  37. PUBLICATION NOTICE. The Debtors shall publish the
Notice of Confirmation as promptly as possible in THE WALL STREET JOURNAL
(National Edition).

                  38. RESERVE. Until the Final Distribution the Debtors shall
maintain a Cash reserve equal to at least five (5) percent of the amount of
Cash on hand as of the date of this Order and the Final Distribution shall
not occur until this Court shall have entered an Order determining the Claims
of the State of Missouri and of Itron, Inc. or such claims have been paid in
full by the Debtors; PROVIDED, that if no claims remain unliquidated save the
claims of Itron, Inc., the Debtors may make distribution that reduce the cash
reserve to no less than $1,050,000

                  39. ADMINISTRATIVE CLAIM AND REJECTION CLAIM BAR DATE. All
persons and entities seeking payment from the Estates on account of any
Administrative Claims which have not been paid or otherwise satisfied prior
to the date hereof or on account of any claim for damages arising from
rejection of an executory contract or unexpired lease shall submit a request
for payment of such Administrative Claim or Rejection Claim in each case on
the form of the Official Proof of Claim form, to Debtors' Claims Agent,

                         The Altman Group Inc.
                         60 East 42nd Street
                         Suite 1241
                         New York, New York 10165
                         Telephone:  212-681-9600
                         Attention: CellNet Data Systems, Inc., ET AL.

so that such request for payment is received by the Claims Agent on or before
4:00 p.m. [Eastern time], Friday, September 15, 2000. Debtors shall have
until October 16, 2000 to file objections to any such request for payment of
Administrative Expense or Rejection Claim, and in such event the Court shall
adjudicate any such contested matter or adversary proceeding arising
therefrom, PROVIDED, HOWEVER, that all applications for compensation of
professionals and reimbursement of their expenses shall be filed with this
Court, not with the Claims Agent and the deadline for such applications shall
be October 16, 2000.

Dated:   Wilmington, Delaware

         August 16, 2000

                                              /s/  Peter J. Walsh
                                     ------------------------------------
                                     UNITED STATES BANKRUPTCY JUDGE

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